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                                                                  EXECUTION COPY

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                                MASTER INDENTURE

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                             APPLE RIDGE FUNDING LLC

                                   as Issuer,

                         BANK ONE, NATIONAL ASSOCIATION

                              as Indenture Trustee,

                                       and

                              THE BANK OF NEW YORK

                    as Paying Agent, Authentication Agent and
                          Transfer Agent and Registrar

                                MASTER INDENTURE

                           Dated as of April 25, 2000

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                                TABLE OF CONTENTS

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                                    ARTICLE I
                                   DEFINITIONS

Section 1.01.   Definitions....................................................2

Section 1.02.   Other Definitional Provisions.................................14

                                   ARTICLE II
                                    THE NOTES

Section 2.01.   Form Generally................................................15

Section 2.02.   Denominations.................................................15

Section 2.03.   Execution, Authentication and Delivery........................15

Section 2.04.   Authentication Agent..........................................16

Section 2.05.   Registration of and Limitations on Transfer and Exchange
                of Notes......................................................17

Section 2.06    Mutilated, Destroyed, Lost or Stolen Notes....................18

Section 2.07    Persons Deemed Owners.........................................19

Section 2.08.   Paying Agent..................................................19

Section 2.09    Cancellation..................................................20

Section 2.10.   New Issuances.................................................21

Section 2.11.   Book-Entry Notes..............................................22

Section 2.12.   Notices to Clearing Agency or Foreign Clearing Agency.........23

Section 2.13.   Definitive Notes..............................................23

Section 2.14.   Global Note; Euro-Note Exchange Date..........................24

Section 2.15.   Representations and Covenants of Paying Agent,
                Authentication Agent and Transfer Agent and Registrar.........24

                                   ARTICLE III
                   REPRESENTATIONS AND COVENANTS OF THE ISSUER

Section 3.01.   Representations and Warranties of the Issuer..................25

Section 3.02.   Affirmative Covenants of the Issuer...........................28

Section 3.03.   Negative Covenants of the Issuer..............................30

Section 3.04.   Protection of Pledged Assets..................................31

Section 3.05.   Opinions as to Pledged Assets.................................32

Section 3.06.   Obligations Regarding Servicing of Receivables................32

Section 3.07    Separate Corporate Existence of the Issuer....................33

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                                TABLE OF CONTENTS
                                  (Continued)
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                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

Section 4.01.   Satisfaction and Discharge of this Indenture..................34

Section 4.02.   Application of Trust Money....................................35

                                    ARTICLE V
                         EVENTS OF DEFAULT AND REMEDIES

Section 5.01.   Events of Default.............................................36

Section 5.02.   Acceleration of Maturity; Rescission and Annulment............37

Section 5.03.   Collection of Indebtedness and Suits for Enforcement
                by the Indenture Trustee......................................37

Section 5.04.   Remedies; Priorities..........................................39

Section 5.05.   Sale of Assets................................................40

Section 5.06.   Limitations on Suits..........................................41

Section 5.07.   Unconditional Right of Noteholders to Receive Principal
                and Interest..................................................42

Section 5.08.   Restoration of Rights and Remedies............................42

Section 5.09.   Rights and Remedies Cumulative................................42

Section 5.10.   Delay or Omission Not a Waiver................................42

Section 5.11.   Control by Noteholders........................................42

Section 5.12.   Waiver of Past Defaults.......................................43

Section 5.13.   Undertaking for Costs.........................................43

Section 5.14.   Waiver of Stay or Extension Laws..............................44

Section 5.15.   Action on Notes...............................................44

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

Section 6.01.   Duties of the Indenture Trustee...............................44

Section 6.02.   Notice of Event of Default....................................46

Section 6.03.   Rights of Indenture Trustee...................................46

Section 6.04.   Not Responsible for Recitals or Issuance of Notes.............47

Section 6.05.   May Hold Notes................................................48

Section 6.06.   Money Held in Trust...........................................48

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                                TABLE OF CONTENTS
                                  (Continued)
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Section 6.07.   Compensation, Reimbursement and Indemnification...............48

Section 6.08.   Replacement of Indenture Trustee..............................49

Section 6.09.   Successor Indenture Trustee by Merger.........................49

Section 6.10.   Appointment of Co-Indenture Trustee or Separate
                Indenture Trustee.............................................50

Section 6.11.   Eligibility; Disqualification.................................51

Section 6.12.   Representations and Covenants of the Indenture Trustee........51

Section 6.13.   Custody of Pledged Assets and Other Collateral................51

                                   ARTICLE VII
               NOTEHOLDERS' LIST AND REPORTS BY INDENTURE TRUSTEE

Section 7.01.   Issuer to Furnish Indenture Trustee Names and Addresses
                of Noteholders................................................52

Section 7.02.   Preservation of Information...................................52

                                  ARTICLE VIII
                 ALLOCATION AND APPLICATION OF POOL COLLECTIONS

Section 8.01.   Collection of Money...........................................53

Section 8.02.   Rights of Noteholders.........................................53

Section 8.03.   Establishment of Accounts.....................................53

Section 8.04.   Pool Collections and Allocations..............................54

Section 8.05.   Release of Pledged Assets.....................................55

Section 8.06.   Officer's Certificate.........................................55

Section 8.07.   Money for Note Payments to Be Held in Trust...................55

                                   ARTICLE IX
                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

                                    ARTICLE X
                             SUPPLEMENTAL INDENTURES

Section 10.01.  Supplemental Indentures Without Consent of Noteholders........56

Section 10.02.  Supplemental Indentures with Consent of Noteholders...........58

Section 10.03.  Execution of Supplemental Indentures..........................59

Section 10.04.  Effect of Supplemental Indenture..............................59

Section 10.05.  Reference in Notes to Supplemental Indentures.................59

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                                TABLE OF CONTENTS
                                  (Continued)
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                                   ARTICLE XI
                                   DEFEASANCE

Section 11.01.  Defeasance....................................................60

                                   ARTICLE XII
                                  MISCELLANEOUS

Section 12.01.  Compliance Certificates and Opinions, etc.....................61

Section 12.02.  Form of Documents Delivered to Indenture Trustee..............63

Section 12.03.  Acts of Noteholders...........................................64

Section 12.04.  Notices to Issuer, Indenture Trustee, Paying Agent,
                Authentication Agent and Transfer Agent and Registrar.........65

Section 12.05.  Notices to Noteholders; Waiver................................65

Section 12.06.  Alternate Payment and Notice Provisions.......................65

Section 12.07.  Effect of Headings and Table of Contents......................66

Section 12.08.  Successors and Assigns........................................66

Section 12.09.  Separability..................................................66

Section 12.10.  Benefits of Indenture.........................................66

Section 12.11.  Legal Holidays................................................66

Section 12.12.  GOVERNING LAW.................................................66

Section 12.13.  Counterparts..................................................66

Section 12.14.  No Petition...................................................67

Section 12.15   Provision of Information to Rating Agencies...................67







                                       IV


<PAGE>

         This MASTER INDENTURE, dated as of April 25, 2000 (as amended, modified
or supplemented from time to time, the "INDENTURE"), by and between APPLE RIDGE
FUNDING LLC, a limited liability company organized under the laws of the State
of Delaware (together with its permitted successors and assigns, the "ISSUER"),
BANK ONE, NATIONAL ASSOCIATION, a national banking association, as indenture
trustee (herein, together with its successors in the trusts hereunder, the
"INDENTURE TRUSTEE"), and THE BANK OF NEW YORK, a New York state banking
corporation, as paying agent, authentication agent and transfer agent and
registrar (together with its permitted successors and assigns, "BNY"). This
Indenture may be supplemented at any time and from time to time by an indenture
supplement in accordance with Article X hereof (each, an "INDENTURE
SUPPLEMENT"). If a conflict exists between the terms and provisions of this
Indenture and any Indenture Supplement, the terms and provisions of the
Indenture Supplement shall be controlling with respect to the related Series.

                              PRELIMINARY STATEMENT

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for issuances from time to time of its asset backed notes
as provided in this Indenture. All covenants and agreements made by the Issuer
herein are for the benefit and security of the Noteholders. The Issuer is
entering into this Indenture, and the Indenture Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

         Simultaneously with the delivery of this Indenture the Issuer is
entering into the Transfer and Servicing Agreement (the "TRANSFER AND SERVICING
AGREEMENT") with Apple Ridge Service Corporation, a Delaware corporation, as
transferor (the "Transferor"), Cendant Mobility Financial Corporation ("CMF"), a
Delaware corporation, as an originator, and Cendant Mobility Services
Corporation ("CMSC"), a Delaware corporation, as an originator and as servicer
(in such capacity, the "SERVICER"), pursuant to which (a) the Transferor will
convey to the Issuer all of its right, title and interest in, to and under the
Pledged Assets and (b) the Servicer will agree to service the Pledged Assets and
make collections thereon on behalf of the Noteholders. The Pledged Assets were,
and in the future will be, originated by either CMSC or Cendant Mobility
Financial Corporation (each an "ORIGINATOR"). The Pledged Assets originated by
CMSC will be purchased by CMF pursuant to the Purchase Agreement. The Pledged
Assets originated by CMF, together with those originated by CMSC and purchased
by CMF, will be purchased by the Transferor pursuant to the Receivables Purchase
Agreement.

         Under the Transfer and Servicing Agreement, additional Pledged Assets
from time to time will automatically be conveyed thereunder to the Issuer
without any further action by either Originator or the Transferor.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee, for the benefit of
the Holders of the Notes, all of the Issuer's right, title and interest, whether
now owned or hereafter acquired, in, to and under all of the following: (i) all
Receivables; (ii) all Related Property; (iii) all Pool

<PAGE>

Collections; (iv) the Collection Account (excluding any subaccount of the
Collection Account established pursuant to an Indenture Supplement), the
Distribution Account, and all money, instruments, investment property and other
property credited to or deposited in such accounts; (v) the PHH Guarantee, the
Transfer and Servicing Agreement, the Receivables Purchase Agreement and the
Purchase Agreement; (vi) all accounts, money, chattel paper, investment
property, instruments, documents, deposit accounts, certificates of deposit,
letters of credit, advices of credit, general intangibles and goods consisting
of, arising from or relating to any of the foregoing; (vii) all other property
of the Issuer; and (viii) all proceeds of the foregoing (collectively, the
"PLEDGED ASSETS"); provided, however, that (1) the Pledged Assets shall not
include the following, and the following shall not be subject to the lien of
this Indenture: (a) Liquidated Receivables, (b) any Receivable as to which CMSC
or CMF has paid a CMSC Noncomplying Asset Adjustment or a CMF Noncomplying Asset
Adjustment, as applicable, and all proceeds thereof, (c) any amounts paid to the
Issuer pursuant to Section 8.04(d) and (d) all proceeds of clauses (a) through
(c) of this proviso. Notwithstanding any other provision of this Indenture, the
property described in the preceding proviso and the release thereof to the
Issuer shall not be subject to the provisions of Section 8.05 or 12.01(b).

                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01. Definitions

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

         "ACT" shall have the meaning specified in Section 12.03(a).

         "ADJUSTED AGGREGATE RECEIVABLE BALANCE" shall mean, as of any date of
determination, the excess of (a) the Aggregate Receivable Balance on such date
over (b) the Aggregate Adjustment Amount on such date.

         "AFFILIATE" shall mean, when used with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common control
with, such Person. As used in this definition of Affiliate, the term "control"
means the power, directly or indirectly, to direct or cause the direction of the
management and policies of a Person, whether through ownership of such Person's
voting securities, by contract or otherwise, and the terms "affiliated,"
"controlling" and "controlled" have correlative meanings.

         "AGGREGATE ADJUSTMENT AMOUNT" shall mean, as of any date of
determination, an amount equal to the sum of (a) the Overconcentration Amount
plus (b) the Excess Longer Term Receivable Amount plus (c) the Excess Special
Homes Receivable Amount plus (d) the aggregate Unpaid Balance of all Eligible
Receivables relating to Homes that have been owned by


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CMSC or CMF, as the case may be, for more than 540 days as of the last day of
the Monthly Period immediately preceding the first day of the Interest Period in
which such date occurs.

         "AGGREGATE EMPLOYER BALANCE" shall mean, with respect to any Employer
at any time, the aggregate Unpaid Balance of the Pool Receivables of such
Employer, calculated in the following manner: the Unpaid Balance will be reduced
(without duplication), by (a) in the case of any Receivables of such Employer,
the amount of any funds received on account of or otherwise in connection
therewith, including the amount of any Advance Payment made by such Employer
with respect to such Receivables or any other obligations of such Employer, and
the amount of Home Sale Proceeds received with respect to the related Home (to
the extent that they have not previously been applied to reduce the Unpaid
Balance of the related Receivable), (b) in the case of any Receivables of such
Employer (including without limitation any Self-Funding Obligor), the amount of
any net gains on sales of Homes or other amounts (including without limitation
rebates for referral fees, if any, and if allowed by law) that have not yet been
remitted to such Employer and (c) in the case of all Receivables owed by such
Employer, the Unpaid Balance of any Advance Billing Receivables of such
Employer.

         "AGGREGATE RECEIVABLE BALANCE" shall mean, as of any date of
determination, the sum of the Aggregate Employer Balances with respect to each
Employer under the Pool Relocation Agreements, minus the aggregate Unpaid
Balance of all Pool Receivables that are not Eligible Receivables, minus the
aggregate Unpaid Balance of all Defaulted Receivables in each case to only the
extent such amounts have not already been subtracted in calculating the
Aggregate Employer Balances.

         "AGGREGATE REQUIRED ASSET AMOUNT" shall mean, on any date of
determination, the sum of the Required Asset Amounts with respect to each Series
of Notes.

         "AMORTIZATION EVENT" with respect to each Series of Notes shall be
specified in the related Indenture Supplement.

         "AMORTIZATION PERIOD" shall mean, with respect to any Series, a period
following the Revolving Period during which Pool Collections are distributed to
Noteholders, which shall be a controlled amortization period, a rapid
amortization period or other amortization period, in each case as defined with
respect to such Series in the related Indenture Supplement.

         "APPLICABLE SERIES ENHANCER" means each Series Enhancer except to the
extent otherwise provided in the relevant Indenture Supplement.

         "ASSET DEFICIENCY" shall mean, on any date of determination, the
amount, if any, by which the Aggregate Required Asset Amount as of such date
exceeds the Adjusted Aggregate Receivable Balance as of such date.

         "AUTHENTICATION AGENT" shall mean BNY and any successor thereto.

         "AUTHORIZED OFFICER" shall mean:

         (a) with respect to the Issuer, any officer of the Issuer who is
authorized to act for the Issuer in matters relating to the Issuer and who is
identified on the list of Authorized

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Officers (containing the specimen signature of each such Person) delivered by
the Issuer to the Indenture Trustee on the initial Closing Date (as such list
may be modified or supplemented from time to time thereafter); or

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

         "BENEFICIAL OWNER" shall mean, with respect to a Book-Entry Note, the
Person who is the owner of such Book-Entry Note, as reflected on the books of
the Clearing Agency or Foreign Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency or Foreign Clearing Agency
(directly as a Clearing Agency Participant or as an Indirect Participant, in
accordance with the rules of such Clearing Agency or Foreign Clearing Agency).

         "BNY" shall have the meaning set forth in the Preliminary Statement.

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

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

         "CLEARING AGENCY" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended, and serving as clearing agency for a Series of Book-Entry Notes.

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

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

         "CMF" shall have the meaning set forth in the preliminary statements to
this Indenture.

         "CMSC" shall have the meaning set forth in the preliminary statement to
this Indenture.

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

         "COMMISSION" shall mean the Securities and Exchange Commission and its
successors in interest.

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         "CORPORATE TRUST OFFICE" shall mean the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office on the date of the execution of this
Agreement is located at 1 Bank One Plaza, Suite IL1-0126, Chicago, IL 60670-0126
or at such other address as the Indenture Trustee may designate from time to
time by notice to the Noteholders and the Issuer, or the principal corporate
trust office of any successor Indenture Trustee (of which address any successor
Indenture Trustee shall notify the Noteholders and the Issuer).

         "DATE OF PROCESSING" shall mean, with respect to any transaction, the
date on which such transaction is first recorded on the Servicer's computer
master file maintained for the purpose of recording Pool Collections.

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

         "DEFEASANCE" shall have the meaning specified in Section 11.01(a).

         "DEFEASED SERIES" shall have the meaning specified in Section 11.01(a).

         "DEFINITIVE NOTES" shall mean Notes in definitive, fully registered
form.

         "DEPOSIT DATE" shall mean each day on which the Servicer deposits Pool
Collections in the Collection Account in accordance with Section 3.02 of the
Transfer and Servicing Agreement.

         "DISTRIBUTION ACCOUNT" shall have the meaning specified in Section
8.03(b).

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

         "DOLLARS," "$" or "U.S. $" shall mean United States dollars.

         "DTC" shall mean The Depository Trust Company.

         "ELIGIBLE RECEIVABLE" shall have the meaning specified in the
Receivables Purchase Agreement.

         "ENHANCEMENT AGREEMENT" shall mean any agreement, instrument or
document governing the terms of any Series Enhancement or pursuant to which any
Series Enhancement is issued or outstanding.

         "EUROCLEAR OPERATOR" shall mean Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System.

         "EVENT OF DEFAULT" shall have the meaning specified in Section 5.01.

         "EXCESS LONGER TERM RECEIVABLE AMOUNT" shall mean, as of any date of
determination, an amount equal to the excess, if any, of (a) the aggregate
Unpaid Balance of all

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<PAGE>

Billed Receivables that are payable more than 35 days after the original invoice
date of such Billed Receivable as of the last day of the Monthly Period
immediately preceding the first day of the Interest Period in which such date
occurs over (b) an amount equal to 40% of the aggregate Unpaid Balance of all
Billed Receivables included in the Aggregate Receivable Balance as of such last
day of such Monthly Period.

         "EXCESS SPECIAL HOMES RECEIVABLE AMOUNT" shall mean, as of any date of
determination, an amount equal to the excess, if any, of (a) the aggregate
Unpaid Balance of all Eligible Receivables arising from Equity Payments or
Mortgage Payoffs relating to any Home that qualifies as a "Special Home
Transaction" (as such term is defined in the applicable Home Sale Service
Supplement), reduced by any Advance Payments identified as relating to such
Homes, as of the close of business on the last day of the Monthly Period
immediately preceding the first day of the Interest Period in which such date
occurs over (b) an amount equal to 10% of the Aggregate Receivable Balance as of
such last day of such Monthly Period.

         "FOREIGN CLEARING AGENCY" shall mean Clearstream Banking and the
Euroclear Operator.

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

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

         "INDENTURE" shall have the meaning set forth in the introductory
paragraph to this Indenture.

         "INDENTURE SUPPLEMENT" shall have the meaning set forth in the
introductory paragraph to this Indenture.

         "INDENTURE TRUSTEE" shall have the meaning set forth in the
introductory paragraph of this Indenture.

         "INDEPENDENT" shall mean, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Transferor, CMF, CMSC and any Affiliate of any of
the foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the outstanding equity or debt
securities of the Issuer, any such other obligor,

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<PAGE>

the Transferor, CMF, CMSC or any Affiliate of any of the foregoing Persons and
(c) is not connected with the Issuer, any such other obligor, the Transferor,
CMF, CMSC or any Affiliate of any of the foregoing Persons as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

         "INDEPENDENT CERTIFICATE" shall mean a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 12.01, made by
an Independent appraiser or other expert, and such opinion or certificate shall
state that the signer has read the definition of "Independent" in this Indenture
and that the signer is Independent within the meaning thereof.

         "INDEPENDENT DIRECTOR" shall mean an individual who is an Independent
Director as defined in the Limited Liability Company Agreement of the Issuer as
in effect on the date of this Indenture.

         "INELIGIBLE RECEIVABLE" shall mean any Receivable which is not an
Eligible Receivable.

         "INDIRECT PARTICIPANT" shall mean Persons such as securities brokers
and dealers, banks and trust companies that clear or maintain a custodial
relationship with a participant of DTC, either directly or indirectly.

         "INSOLVENCY EVENT" shall mean, for any Person:

         (a) that such Person shall admit in writing its inability, or fail
    generally, to pay its debts as they become due; or

         (b) (i) a proceeding shall have been instituted in a court having
    jurisdiction in the premises seeking a decree or order for relief in respect
    of such Person in an involuntary case under any applicable bankruptcy,
    insolvency or other similar law now or hereafter in effect, or for the
    appointment of a receiver, liquidator, assignee, trustee, custodian,
    sequestrator, conservator or other similar official of such Person or for
    any substantial part of its property, or for the winding-up or liquidation
    of its affairs and (ii) either such proceedings shall remain undismissed or
    unstayed for a period of 60 days or any of the actions sought in such
    proceedings shall occur, provided that the grace period allowed for by this
    clause (ii) shall not apply to any proceeding instituted by an Affiliate of
    such Person in furtherance of any of the actions set forth in the preceding
    clause (i); or

         (c) the commencement by such Person of a voluntary case under any
    applicable bankruptcy, insolvency or other similar law now or hereafter in
    effect, or such Person's consent to the entry of an order for relief in an
    involuntary case under any such law, or consent to the appointment of or
    taking possession by a receiver, liquidator, assignee, trustee, custodian,
    sequestrator, conservator or other similar official of such Person or for
    any substantial part of its property, or any general assignment for the
    benefit of creditors; or

                                       7
<PAGE>

         (d) if such Person is a corporation or a limited liability company,
    such Person or any Subsidiary of such Person shall take any corporate or
    limited liability company action in furtherance of any of the actions set
    forth in the preceding clause (a), (b) or (c).

         "INTEREST PERIOD" with respect to any Series, shall have the meaning
set forth in the applicable Indenture Supplement.

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

         "ISSUER" shall have the meaning set forth in the introductory paragraph
to this Indenture.

         "ISSUER ORDER" shall mean a written order or request signed in the name
of the Issuer by any one of its Authorized Officers and delivered to the
Indenture Trustee or BNY, as the case may be.

         "LIQUIDATED RECEIVABLE" shall mean any Receivable the Unpaid Balance of
which has been reduced to zero, whether by payment of a CMSC Noncomplying Asset
Adjustment or a CMF Noncomplying Asset Adjustment or otherwise.

         "MAJORITY INVESTORS" shall mean Noteholders holding Notes evidencing
more than 50% of the Outstanding Amount.

         "MATERIAL ADVERSE EFFECT" shall mean, with respect to any event or
circumstance, a material adverse effect on (a) the business, financial
condition, operations or assets of the Issuer or any Transaction Party, (b) the
ability of the Issuer or any Transaction Party to perform its obligations under
any Transaction Document to which it is a party, (c) the validity or
enforceability of, or collectibility of, amounts payable by the Issuer or any
Transaction Party under any Transaction Document to which it is a party, (d) the
status, existence, perfection or priority of the interest of the Issuer or any
assignee thereof in the Pledged Assets, taken as a whole, in each case free and
clear of any Lien (other than a Permitted Lien) or (e) the validity,
enforceability or collectibility of all or any substantial portion of the
Pledged Assets.

         "MODIFIED RECEIVABLE BALANCE" shall mean, for any Employer as of any
date of determination, an amount equal to the sum of (a) the product of (i) 50%
multiplied by (ii) the sum of the aggregate Unpaid Balance of all Eligible
Receivables of such Employer included in the Aggregate Employer Balance arising
from (A) Equity Payments plus (B) Mortgage Payoffs plus (C) Mortgage Payments
that are owing by such Employer plus (b) the aggregate Unpaid Balance of each
other Eligible Receivable of such Employer included in the Aggregate Employer
Balance, reduced (without duplication) by any Advance Payments and by the Unpaid
Balance of any Advance Billing Receivables of such Employer.

         "MOODY'S" shall mean Moody's Investors Service.

                                       8
<PAGE>

         "MONTHLY PERIOD" shall mean (i) a calendar month or (ii) with respect
to the initial Monthly Period, the period commencing on the Closing Date with
respect to the initial Series of Notes and ending on May 31, 2000.

         "NEW ISSUANCE" shall have the meaning specified in Section 2.10.

         "NOTE INTEREST RATE" shall mean, as of any date of determination and
with respect to any Series, the rate at which interest accrues on the Notes of
such Series (or formula on the basis of which such rate shall be determined)
specified therefor in the related Indenture Supplement.

         "NOTE REGISTER" shall have the meaning specified in Section 2.05.

         "NOTEHOLDER" or "HOLDER" shall mean the Person in whose name a Note is
registered on the Note Register or such other Person deemed to be a "Noteholder"
or "Holder" in any related Indenture Supplement.

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

         "NYUCC" shall have the meaning specified in Section 2.05.

         "OBLIGOR LIMIT" shall mean, as of any date of determination, (a) with
respect to each Obligor having an unsecured long-term debt rating (or equivalent
shadow rating) of "AAA" from S&P and "Aaa" from Moody's, 5% of the Aggregate
Receivable Balance, (b) with respect to each Obligor having an unsecured
long-term debt rating (or equivalent shadow rating) lower than "AAA" but equal
to or higher than "AA-" from S&P and lower than "Aaa" but equal to or higher
than "Aa3" from Moody's, 4% of the Aggregate Receivable Balance, (c) with
respect to each Obligor having an unsecured long-term debt rating (or equivalent
shadow rating) lower than "AA-" but equal to or higher than "A-" from S&P and
lower than "Aa3" but equal to or higher than "A3" from Moody's, 3% of the
Aggregate Receivable Balance, (d) with respect to each Obligor having an
unsecured long-term debt rating (or equivalent shadow rating) lower than "A-"
but equal to or higher than "BBB-" from S&P and lower than "A3" but equal to or
higher than "Baa3" from Moody's, 2% of the Aggregate Receivable Balance and (e)
with respect to each Obligor either not having an unsecured long-term debt
rating from S&P or Moody's or having an unsecured long-term debt rating (or
equivalent shadow rating) lower than "BBB-" from S&P or lower than "Baa3" from
Moody's, 1% of the Aggregate Receivable Balance. If an Obligor's unsecured
long-term debt rating (or equivalent shadow rating) results in two different
Obligor Limits (because of differences in the long-term unsecured debt ratings
assigned by each of the Rating Agencies), the Obligor Limit for such Obligor
will be the lower Obligor Limit.

         "OFFICER'S CERTIFICATE" shall mean, unless otherwise specified in this
Agreement, a certificate delivered to the Indenture Trustee or BNY, as the case
may be, signed by any Authorized Officer of the Issuer, the Transferor, CMF or
the Servicer, as applicable, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 12.01.

                                       9
<PAGE>

         "OPINION OF COUNSEL" shall mean a written opinion of counsel, who may
be counsel for, or an employee of, the Person providing the opinion and who
shall be reasonably acceptable to the Indenture Trustee and each Applicable
Series Enhancer, provided that a Tax Opinion shall be an opinion of nationally
recognized tax counsel.

         "ORIGINATOR" shall have the meaning set forth in the preliminary
statement to this Indenture.

         "OUTSTANDING" shall mean, with respect to the Notes as of any date of
determination, all Notes authenticated and delivered under this Indenture
except:

         (i) Notes previously cancelled by the Transfer Agent and Registrar or
    delivered to the Transfer Agent and Registrar for cancellation;

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

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

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Issuer, any other
obligor on the Notes, the Transferor, the Servicer or any Affiliate of any of
the foregoing Persons shall be disregarded and deemed not to be Outstanding
(except that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Notes that a Responsible Officer of the Indenture Trustee
actually knows to be so owned shall be so disregarded). Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right so
to act with respect to such Notes and that the pledgee is not the Issuer, any
other obligor on the Notes, the Transferor, CMF, the Servicer or any Affiliate
of any of the foregoing Persons. In making any such determination, the Indenture
Trustee may rely on the representations of the pledgee and shall not be required
to undertake any independent investigation.

         "OUTSTANDING AMOUNT" shall mean the aggregate Series Outstanding Amount
of all Series of Notes Outstanding at the date of determination.

         "OVERCONCENTRATION AMOUNT" shall mean, as of any date of determination,
an amount equal to the sum of:

         (a) the greater of (i) the excess, if any, of (A) the aggregate
    Modified Receivable Balances owing by (or, if less, the Obligor Limits of)
    the Obligors in respect

                                       10
<PAGE>

    of the five largest aggregate Modified Receivable Balances as of the last
    day of the Monthly Period immediately preceding the first day of the
    Interest Period in which such date of determination occurs, over (B) an
    amount equal to 15% of the Aggregate Receivable Balance as of such last day
    of such Monthly Period and (ii) the excess, if any, of (A) the aggregate
    Modified Receivable Balance owing by (or, if less, the Obligor Limits of)
    the Obligors in respect of the ten largest aggregate Modified Receivable
    Balances as of such last day of such Monthly Period, over (B) an amount
    equal to 25% of the Aggregate Receivable Balance as of such last day of such
    Monthly Period, plus

         (b) the sum of the aggregate amount, with respect to each Obligor, of
    the excess, if any, of (i) the aggregate Modified Receivable Balance owing
    by such Obligor as of such last day of such Monthly Period over (ii) the
    Obligor Limit with respect to such Obligor as of such last day of such
    Monthly Period.

         "PAYING AGENT" shall mean BNY and any successor thereto.

         "PERSON" shall mean any person or entity, including any individual,
corporation, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental entity or
other entity of any nature.

         "PLEDGED ASSETS" shall have the meaning set forth in the granting
clause of this Indenture.

         "POOL COLLECTIONS" shall mean CMF Collections and CMSC Collections.

         "PRINCIPAL TERMS" shall mean, with respect to any Series, (a) the name
or designation; (b) the initial principal amount (or method for calculating such
amount) and the Series Outstanding Amount; (c) the Note Interest Rate for the
Notes of such Series (or method for the determination thereof); (d) the payment
date or dates and the date or dates from which interest shall accrue; (e) the
method for allocating Pool Collections to Noteholders and the method by which
the principal amount for the Notes of such Series shall amortize; (f) the
designation of any Series Accounts and the terms governing the operation of any
such Series Accounts; (g) the portion of the Servicing Fee allocable to such
Series; (h) the Series Enhancer and terms of any of Series Enhancement, if
applicable; (i) the terms on which the Notes of such Series may be exchanged for
Notes of another Series, repurchased or redeemed by the Issuer or remarketed to
other investors; (j) the maturity date; (k) the extent to which the Notes of
such Series will be issuable in temporary or permanent global form (and, in such
case, the depositary for such global note or notes, the terms and conditions, if
any, upon which such global note may be exchanged, in whole or in part, for
Definitive Notes, and the manner in which any interest payable on a temporary or
global note will be paid); (l) the priority of such Series with respect to any
other Series; (m) the Distribution Date; and (n) any other terms of such Series.

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

         "PURCHASE AGREEMENT" shall mean the purchase agreement dated as of
April 25, 2000, between CMSC and CMF, as amended from time to time.

                                       11
<PAGE>

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

         "QUALIFIED INSTITUTION" shall mean (a) a depository institution, which
may include the Indenture Trustee (if it is a Paying Agent hereunder), organized
under the laws of the United States of America or any one of the States thereof
or the District of Columbia, the deposits in which are insured by the Federal
Deposit Insurance Corporation and that at all times has a short-term unsecured
debt rating of at least A-1 by Standard & Poor's and P-1 by Moody's or (b) a
depository institution acceptable to each Rating Agency.

         "RATING AGENCY" shall mean, with respect to any outstanding Series,
each rating agency selected by the Issuer to rate the Notes of such Series, as
specified in the applicable Indenture Supplement.

         "RATING AGENCY CONDITION" shall mean, with respect to any action, that
each Rating Agency shall have notified the Issuer, the Servicer, any Series
Enhancer and the Indenture Trustee in writing that such action will not result
in a reduction or withdrawal of the then existing rating of any outstanding
Series with respect to which it is a Rating Agency (both with and without giving
effect to any letter of credit, surety bond or insurance policy issued by any
Series Enhancer) or, with respect to any outstanding Series not rated by any
Rating Agency, such written consent as is specified in the Indenture Supplement
for such Series.

         "RECEIVABLES PURCHASE AGREEMENT" shall mean the receivables purchase
agreement dated as of April 25, 2000, between CMF and the Transferor, as amended
from time to time.

         "RECORD DATE" shall mean, with respect to any Distribution Date, the
last Business Day of the preceding Monthly Period, unless otherwise specified
for a Series in the related Indenture Supplement.

         "REDEMPTION DATE" shall mean, with respect to any Series, the date the
Notes of any Series are redeemed in accordance with the related Indenture
Supplement.

         "REQUIRED ASSET AMOUNT" shall mean, with respect to any Series of
Notes, the required asset amount for such Series of Notes as specified in the
related Indenture Supplement.

         "REVOLVING PERIOD" shall have, with respect to each Series, the meaning
specified in the related Indenture Supplement.

         "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

                                       12
<PAGE>

         "SERIES" shall mean any series of Notes issued pursuant to this
Indenture and the related Indenture Supplement.

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

         "SERIES ENHANCEMENT" shall mean the rights and benefits provided to the
Issuer or the Noteholders of any Series pursuant to any letter of credit, surety
bond, cash collateral account, collateral invested amount, insurance policy,
spread account, reserve account, guaranteed rate agreement, maturity liquidity
facility, tax protection agreement, interest rate swap agreement, interest rate
cap agreement or other similar arrangement. The subordination of any Series to
another Series also shall be deemed to be a Series Enhancement.

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

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

         "SERIES OUTSTANDING AMOUNT" shall mean, with respect to any Series of
Notes, the amount specified as the "Series Outstanding Amount" in the related
Indenture Supplement.

         "SERIES PERCENTAGE" shall mean, with respect to any Series of Notes and
for any date, the percentage specified in the related Indenture Supplement.

         "SERVICER" shall have the meaning set forth in the preliminary
statement to this Indenture.

         "TAX OPINION" shall mean, with respect to any action, an Opinion of
Counsel to the effect that, for federal income tax purposes, (a) such action
will not adversely affect the tax characterization as debt of the Notes of any
outstanding Series that were characterized as debt at the time of their
issuance, (b) such action will not cause or constitute an event in which gain or
loss would be recognized by any Noteholder and (c) in connection with an
issuance of Notes pursuant to an Indenture Supplement, except as is otherwise
provided in the Indenture Supplement, the Notes of the Series established
pursuant to such Indenture Supplement will be properly characterized as debt.

         "TRANSACTION DOCUMENTS" shall mean, with respect to any Series of
Notes, the Purchase Agreement, the Receivables Purchase Agreement, the Transfer
and Servicing Agreement, the PHH Guarantee, this Indenture, the related
Indenture Supplement and any Enhancement Agreement.

         "TRANSFER AGENT AND REGISTRAR" shall mean BNY and any successor
thereto.

                                       13
<PAGE>

         "TRANSFER AND SERVICING AGREEMENT" shall mean the Transfer and
Servicing Agreement, dated as of April 25, 2000, among the Transferor, the
Servicer, CMF and the Issuer, as the same may be amended, supplemented or
otherwise modified from time to time.

         "TRANSFEROR" shall have the meaning set forth in the preliminary
statement to this Indenture.

         "TRUSTEE OFFICER" shall mean, with respect to the Indenture Trustee,
any officer assigned to the Corporate Trust Office, including any officer of the
Indenture Trustee having direct responsibility for the administration of the
applicable Transaction Documents, and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

         "UNMATURED AMORTIZATION EVENT" shall mean any occurrence or event
which, with the giving of notice, the passage of time or both, would constitute
an Amortization Event.

         Section 1.02. Other Definitional Provisions

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

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

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

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

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

         (f) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Indenture shall refer to this Indenture as a whole and
not to any particular provision of this Indenture; references to any subsection,
Section, Schedule or Exhibit are references to subsections, Sections, Schedules
and Exhibits in or to this Indenture unless otherwise specified; and the term
"including" means "including without limitation."

                                       14
<PAGE>

                                   ARTICLE II

                                    THE NOTES

         Section 2.01. Form Generally.

         Any Series of Notes, together with the Authentication Agent's
certificate of authentication related thereto, shall be issued in fully
registered form without coupons, and shall be substantially in the form of an
exhibit to the related Indenture Supplement with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or such Indenture Supplement, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be determined by the officers of the Issuer executing such Notes
consistently herewith, as evidenced by their execution of such Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note. The terms of any Notes
set forth in an exhibit to the related Indenture Supplement are part of the
terms of this Indenture, as applicable.

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, all as determined by
the officers executing such Notes, as evidenced by such officers' execution of
such Notes.

         Each Note shall be dated as of the date of its authentication.

         Section 2.02. Denominations.

         Except as otherwise specified in the related Indenture Supplement, the
Notes of each Series shall be issued in fully registered form in minimum amounts
of $250,000 and in integral multiples of $1,000 in excess thereof (except that
one Note of each Series may be issued in a different amount, so long as such
amount exceeds the applicable minimum denomination for such Series), and shall
be issued upon initial issuance as one or more Notes in an aggregate original
principal amount equal to the initial Series Outstanding Amount for such Series.

         Section 2.03. Execution, Authentication and Delivery.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed by the Issuer to the
Authentication Agent

                                       15
<PAGE>

for authentication and delivery, and the Authentication Agent shall authenticate
and deliver such Notes as provided in this Indenture (with the designation
provided in the related Indenture Supplement) and not otherwise.

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

         Section 2.04. Authentication Agent.

         (a) The Authentication Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and any Indenture
Supplement and no implied covenants or obligations shall be read into this
Indenture or such Indenture Supplement against the Authentication Agent. The
Issuer may remove the Authentication Agent if the Issuer determines in its sole
discretion that the Authentication Agent shall have failed to perform its
obligations under this Indenture or any Indenture Supplement in any material
respect or for other good reason. The Authentication Agent shall be permitted to
resign upon 30 days' written notice to the Issuer. Upon the removal or
resignation of the Authentication Agent, the Issuer shall appoint a successor to
act as Authentication Agent. The Issuer shall notify the Indenture Trustee and
the Rating Agencies of the removal or resignation of the Authentication Agent
and the identity and location of the successor Authentication Agent.

         (b) Pursuant to the Transfer and Servicing Agreement, the Issuer shall
direct the Servicer to pay to BNY from time to time reasonable compensation for
its services and all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of BNY's agents, counsel,
accountants and experts. The Issuer shall cause the Servicer to indemnify BNY
against any and all loss, liability or expense (including the fees and expenses
of either in-house counsel or outside counsel, but not both) incurred by it in
connection with the performance of its duties hereunder and under any Indenture
Supplement. BNY shall notify the Issuer and the Servicer promptly of any claim
for which it may seek indemnity. Failure by BNY to so notify the Issuer and the
Servicer shall not relieve the Issuer of its obligations hereunder unless such
loss, liability or expense could have been avoided with such prompt notification
and then only to the extent of such loss, expense or liability which could have
been so avoided. Neither the Issuer nor the Servicer need reimburse any expense
or indemnify against any loss, liability or expense incurred by BNY through
BNY's own willful misconduct, negligence or bad faith.

         (c) The provisions of Sections 6.01, 6.03, 6.04 and 6.05 shall be
applicable to the Authentication Agent.

         (d) Pursuant to any appointment made under this Section 2.04, the Notes
may have endorsed thereon, in lieu of or in addition to the Authentication
Agent's certificate of authentication, an alternative certificate of
authentication in substantially the following form:

                                       16
<PAGE>

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


                                       THE BANK OF NEW YORK,
                                         as Authentication Agent

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

         Section 2.05. Registration of and Limitations on Transfer and Exchange
of Notes.

         The Transfer Agent and Registrar shall keep a register (the "NOTE
REGISTER") in which the Transfer Agent and Registrar shall provide for the
registration of Notes and the registration of transfers of Notes. Upon any
resignation of any Transfer Agent and Registrar, the Issuer shall promptly
appoint a successor or, if it elects not to make such an appointment, assume the
duties of Transfer Agent and Registrar. The Issuer shall notify the Indenture
Trustee of the identity and location of any successor Transfer Agent and
Registrar.

         The Indenture Trustee shall have the right to inspect the Note Register
at all reasonable times and to obtain copies thereof, and the Indenture Trustee
shall have the right to rely upon a certificate executed on behalf of the
Transfer Agent and Registrar by an officer thereof as to the names and addresses
of the Noteholders and the principal amounts and numbers of such Notes.

         Upon surrender for registration of transfer of any Note at the office
or agency of the Transfer Agent and Registrar to be maintained as provided in
Section 3.02(j), if the requirements of Section 8-401(a) of the New York Uniform
Commercial Code (the "NYUCC") are met and any applicable requirements for
transfer set forth in the related Indenture Supplement are satisfied, the Issuer
shall execute, and upon receipt of such surrendered Note the Authentication
Agent shall authenticate and deliver to the Noteholder, in the name of the
designated transferee or transferees, one or more new Notes (of the same Series)
in any authorized denominations of like aggregate principal amount.

         At the option of a Noteholder, Notes may be exchanged for other Notes
of the same Series, in any authorized denominations and of like aggregate
principal amount, upon surrender of such Notes to be exchanged at the office or
agency of the Transfer Agent and Registrar. Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401(a) of the NYUCC
are met, the Issuer shall execute, and upon receipt of such surrendered Note the
Authentication Agent shall authenticate and deliver to the Noteholder, the Notes
that the Noteholder making the exchange is entitled to receive.

         All Notes issued upon any registration of transfer or exchange of Notes
shall evidence the same obligations, evidence the same debt, and be entitled to
the same rights and

                                       17
<PAGE>

privileges under this Indenture and the related Indenture Supplement as the
Notes surrendered upon such registration of transfer or exchange.

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in a form satisfactory to the Transfer Agent and Registrar duly
executed by, the Noteholder thereof or its attorney-in-fact duly authorized in
writing, and by such other documents as the Transfer Agent and Registrar may
reasonably require.

         The registration of transfer of any Note shall be subject to the
additional requirements, if any, set forth in the related Indenture Supplement.

         No service charge shall be made for any registration of transfer or
exchange of Notes, but the Issuer or the Transfer Agent and Registrar 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 such Notes.

         All Notes surrendered for registration of transfer or exchange shall be
cancelled by the Transfer Agent and Registrar and disposed of by the Transfer
Agent and Registrar in accordance with its customary procedures. The Transfer
Agent and Registrar shall dispose of any Global Note upon its exchange in full
for Definitive Notes (of the same Series) in accordance with its customary
procedures.

         The preceding provisions of this section notwithstanding, the Issuer
shall not be required to make, and the Transfer Agent and Registrar need not
register, transfers or exchanges of Notes for a period of 20 days preceding the
due date for any payment with respect to the Notes.

         If and so long as any Series of Notes are listed on the Luxembourg
Stock Exchange and such exchange shall so require, the Transfer Agent and
Registrar shall, at the discretion of the Issuer, appoint a co-transfer agent
and registrar in Luxembourg or another European city. Any reference in this
Agreement to the Transfer Agent and Registrar shall include any such co-transfer
agent and registrar unless the context otherwise requires. The Transfer Agent
and Registrar shall enter into any appropriate agency agreement with any
co-transfer agent and registrar not a party to this Indenture, that will
implement the provisions of this Indenture that relate to such agent.

         Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes.

         If (a) any mutilated Note is surrendered to the Transfer Agent and
Registrar, or the Transfer Agent and Registrar receives evidence to its
reasonable satisfaction of the destruction, loss or theft of any Note and (b) in
the case of a destroyed, lost or stolen Note there is delivered to the Transfer
Agent and Registrar such security or indemnity as may be required by it to hold
the Issuer and the Transfer Agent and Registrar harmless and the requirements of
Section 8-405 of the NYUCC are met, then the Issuer shall execute, and the
Authentication Agent shall authenticate and deliver, a replacement Note of like
tenor (including the same date of issuance) and principal amount, bearing a
number not contemporaneously outstanding in

                                       18
<PAGE>

exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note;
provided, however, that if any such mutilated, destroyed, lost or stolen Note
shall have become, or within seven days shall be, due and payable, or shall have
been selected or called for redemption, the Issuer may pay such Note without
surrender thereof instead of issuing a replacement Note, except that any
mutilated Note shall be surrendered. After the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, if a protected purchaser of the original Note in lieu of
which such replacement Note was issued presents such original Note for payment,
the Issuer and the Transfer Agent and Registrar shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person other than a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Transfer Agent and Registrar in connection
therewith.

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

         Every replacement Note issued in replacement of any mutilated,
destroyed, lost or stolen Note pursuant to this Section 2.06 shall constitute
complete and indefeasible evidence of an obligation of the Issuer as if
originally issued, whether or not the mutilated, destroyed, lost or stolen Note
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

         The provisions of this Section 2.06 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 2.07 Persons Deemed Owners.

         Unless otherwise specified in the applicable Indenture Supplement,
prior to due presentment for registration of transfer of any Note, the Issuer,
the Indenture Trustee, the Paying Agent, the Authentication Agent, the Transfer
Agent and Registrar and any agent of the foregoing shall treat the Person in
whose name any Note is registered as the owner of such Note for all purposes of
this Indenture and the applicable Indenture Supplement, whether or not such Note
is overdue, and neither the Issuer, the Indenture Trustee, the Paying Agent, the
Authentication Agent, the Transfer Agent and Registrar nor any agent of the
foregoing shall be affected by any notice to the contrary.

         Section 2.08. Paying Agent.

         (a) The Paying Agent shall have the revocable power to withdraw funds
and make distributions to Noteholders from the appropriate account or accounts
maintained for the benefit of Noteholders as specified in this Indenture or the
related Indenture Supplement for any Series. The Issuer may revoke such power
and remove the Paying Agent if the Issuer determines

                                       19
<PAGE>

in its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Indenture in any material respect or for other good
cause. The Paying Agent shall be permitted to resign upon 30 days' written
notice to the Issuer. Upon the removal or resignation of the Paying Agent, the
Issuer shall appoint a successor to act as Paying Agent (which successor shall
be a bank or trust company). Any reference in this Indenture to the Paying Agent
shall include any co-paying agent unless the context requires otherwise. The
Issuer shall notify the Indenture Trustee, each Applicable Series Enhancer and
the Rating Agencies of the removal or the resignation of any Paying Agent and
the identity and location of the successor Paying Agent.

         (b) If and so long as any Series of Notes are listed on the Luxembourg
Stock Exchange or other stock exchange and such exchange shall so require, the
Paying Agent shall, at the discretion of the Issuer, appoint a co-paying agent
in Luxembourg or other city or country as may be required by such other stock
exchange. The Paying Agent shall enter into an appropriate agency agreement with
any co-paying agent not a party to this Indenture, which will implement the
provisions of this Indenture that relate to such agent.

         (c) The Paying Agent agrees that it will:

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

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

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

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

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

         Section 2.09 Cancellation.

         All Notes surrendered for payment, registration of transfer, exchange
or redemption shall, if surrendered to any Person other than the Transfer Agent
and Registrar, be

                                       20
<PAGE>

delivered to the Transfer Agent and Registrar and shall be promptly cancelled by
it. The Issuer may at any time deliver to the Transfer Agent and Registrar for
cancellation any Notes previously authenticated and delivered hereunder that the
Issuer may have acquired in any lawful manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Transfer Agent and Registrar. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section 2.09, except as expressly permitted by this
Indenture. All cancelled Notes held by the Transfer Agent and Registrar shall be
disposed of by the Transfer Agent and Register in accordance with its customary
procedures.

         Section 2.10. New Issuances.

         (a) Pursuant to one or more Indenture Supplements, the Issuer may from
time to time issue one or more new Series of Notes (a "NEW ISSUANCE"). The Notes
of all outstanding Series shall be equally and ratably entitled to the benefits
of this Indenture without preference, priority or distinction, all in accordance
with the terms and provisions of this Indenture and the applicable Indenture
Supplement, except as provided in the related Indenture Supplement with respect
to any Series. Interest on the Notes of all outstanding Series shall be paid on
each Distribution Date therefor as specified in the Indenture Supplement
relating to such outstanding Series. Principal of the Notes of each outstanding
Series shall be paid as specified in the Indenture Supplement relating to such
outstanding Series.

         (b) On or before the Series Issuance Date for any new Series of Notes,
the parties hereto shall execute and deliver an Indenture Supplement specifying
the Principal Terms of such Series. The terms of such Indenture Supplement may
modify or amend the terms of this Indenture solely as applied to such new
Series. The obligation of the Authentication Agent to authenticate and deliver
the Notes of any Series to or upon the order of the Issuer (other than any
Series issued pursuant to an Indenture Supplement dated as of the date hereof)
and the obligation of the Authentication Agent and the Indenture Trustee to
execute and deliver the related Indenture Supplement is subject to the
satisfaction of the following conditions:

         (i) on or before the fifth day immediately preceding the Series
    Issuance Date, the Issuer shall have given the Indenture Trustee, the
    Servicer, the Paying Agent, the Authentication Agent, the Transfer Agent and
    Registrar, each Applicable Series Enhancer and each Rating Agency notice
    (unless such notice requirement is otherwise waived) of such issuance and
    the applicable Series Issuance Date;

         (ii) the Issuer shall have delivered to the Authentication Agent and
    the Indenture Trustee any related Indenture Supplement, in form satisfactory
    to the Authentication Agent and the Indenture Trustee, executed by each
    party hereto other than the Authentication Agent and the Indenture Trustee;

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

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

                                       21
<PAGE>

         (v) there shall have been delivered to the Indenture Trustee (with a
    copy to each Rating Agency) (A) the opinion required pursuant to Section
    3.05(a) and (B) a Tax Opinion with respect to such issuance, dated the
    applicable Series Issuance Date.

         (vi) the Issuer shall have delivered to the Indenture Trustee an
    Officer's Certificate of the Issuer to the effect that on the Series
    Issuance Date after giving effect to the issuance of such new Series of
    Notes, (A) neither an Amortization Event nor an Unmatured Amortization Event
    with respect to any Series of Notes nor an Asset Deficiency is continuing or
    will occur as the result of the issuance of such Series of Notes and (B) all
    conditions precedent provided in this Indenture and the related Indenture
    Supplement with respect to the authentication and delivery of the new Series
    of Notes have been complied with; and

         (vii) the Issuer shall have delivered to the Authentication Agent a
    written order or request signed in the name of the Issuer by any one of its
    Authorized Officers and delivered to the Authentication Agent authorizing
    and directing the authentication and delivery of the Notes of such Series by
    the Authentication Agent.

         (c) Upon satisfaction of the above conditions, the Issuer shall
execute, and the Authentication Agent shall authenticate and deliver, the Notes
of such Series as provided in this Indenture and the applicable Indenture
Supplement. Neither the Authentication Agent nor the Indenture Trustee shall be
obligated to enter into any such Indenture Supplement that adversely affects the
Authentication Agent's or the Indenture Trustee's own rights, duties or
immunities under this Indenture.

         Section 2.11. Book-Entry Notes.

         Unless otherwise provided in any related Indenture Supplement, upon
original issuance, each Series of Notes shall be issued in the form of
typewritten Notes representing the Book-Entry Notes to be delivered to the
depository specified in such Indenture Supplement (which shall be the Clearing
Agency or Foreign Clearing Agency), by or on behalf of such Series.

         Unless otherwise provided in the related Indenture Supplement, the
Notes of each Series initially shall be registered in the Note Register in the
name of the nominee of the Clearing Agency or Foreign Clearing Agency, as
applicable, for such Book Entry Notes and shall be delivered to the
Authentication Agent or, pursuant to such Clearing Agency's or Foreign Clearing
Agency's instructions, held by the Authentication Agent's agent as custodian for
the Clearing Agency or Foreign Clearing Agency.

         Unless and until Definitive Notes are issued under the limited
circumstances described in Section 2.13, no Beneficial Owner shall be entitled
to receive a Definitive Note representing such Beneficial Owner's interest in
such Note. Unless and until Definitive Notes have been issued to the Beneficial
Owners pursuant to Section 2.13:

                                       22
<PAGE>

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

         (b) the Indenture Trustee shall be entitled to deal with the Clearing
Agency or Foreign Clearing Agency and the Clearing Agency Participants for all
purposes of this Indenture and any related Indenture Supplement (including the
payment of principal of and interest on the Notes of each such Series) as the
authorized representatives of the Beneficial Owners;

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

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

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

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

         Unless and until Definitive Notes shall have been issued to Beneficial
Owners pursuant to Section 2.13, whenever a notice or other communication to the
Noteholders is required under this Indenture, the Indenture Trustee shall give
such notice or communication to the Clearing Agency or Foreign Clearing Agency,
as applicable, for distribution to Beneficial Owners and shall have no
obligation to distribute such notice or other communication directly to the
Beneficial Owners.

         Section 2.13. Definitive Notes.

         If (i) (a) the Issuer advises the Indenture Trustee in writing that the
Clearing Agency or Foreign Clearing Agency is no longer willing or able to
properly discharge its responsibilities as Clearing Agency or Foreign Clearing
Agency with respect to the Book-Entry Notes of a given Series and (b) the Issuer
is unable to locate and reach an agreement on satisfactory terms with a
qualified successor, (ii) the Issuer, at its option, advises the Indenture
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency

                                       23
<PAGE>

or Foreign Clearing Agency with respect to such Series or (iii) after the
occurrence of an Event of Default, Beneficial Owners aggregating a majority of
the Outstanding Amount of the Notes of such Series advise the Indenture Trustee
and the applicable Clearing Agency or Foreign Clearing Agency through the
applicable Clearing Agency Participants in writing that the continuation of a
book-entry system is no longer in the best interests of the Beneficial Owners of
such Series, the Indenture Trustee shall notify (with a copy to the Transfer
Agent and Registrar) all Beneficial Owners of such Series of the occurrence of
such event and of the availability of Definitive Notes to Beneficial Owners of
such Series requesting the same. Upon surrender to the Transfer Agent and
Registrar of the Notes of such Series accompanied by registration instructions
from the applicable Clearing Agency or Foreign Clearing Agency, the Issuer shall
execute, and the Authentication Agent shall authenticate and deliver, Definitive
Notes of such Series and shall recognize the registered holders of such
Definitive Notes as Noteholders under this Indenture. Neither the Issuer nor the
Indenture Trustee shall be liable for any delay in delivery of such
instructions, and the Issuer and the Indenture Trustee may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Notes of such Series, all references herein to obligations imposed
upon or to be performed by the applicable Clearing Agency or Foreign Clearing
Agency shall be deemed to be imposed upon and performed by the Indenture Trustee
to the extent applicable with respect to such Definitive Notes, and the
Indenture Trustee and the Paying Agent shall recognize the registered holders of
the Definitive Notes of such Series as Noteholders of such Series hereunder.
Definitive Notes will be transferable and exchangeable at the offices of the
Transfer Agent and Registrar.

         Section 2.14. Global Note; Euro-Note Exchange Date.

         If specified in the related Indenture Supplement for any Series, Notes
initially may be issued in the form of a single temporary Global Note (each, a
"GLOBAL NOTE") in the denomination of the initial Series Outstanding Amount and
substantially in the form attached to the related Indenture Supplement. Unless
otherwise specified in the related Indenture Supplement, the provisions of this
Section 2.14 shall apply to such Global Note. Global Notes shall be
authenticated by the Authentication Agent upon the same conditions, in
substantially the same manner and with the same effect as the Definitive Notes.
Global Notes may be exchanged in the manner described in the related Indenture
Supplement for Definitive Notes.

         Section 2.15. Representations and Covenants of Paying Agent,
Authentication Agent and Transfer Agent and Registrar.

         BNY, as Paying Agent, Authentication Agent and Transfer Agent and
Registrar, represents, warrants and covenants that:

         (a) BNY is a banking corporation duly organized and validly existing
under the laws of the State of New York;

         (b) BNY has full power and authority to deliver and perform this
Indenture and has taken all necessary action to authorize the execution,
delivery and performance by it of this Indenture and any Indenture Supplement;
and

                                       24
<PAGE>

         (c) Each of this Indenture and other Transaction Documents to which it
is a party has been duly executed and delivered by BNY and constitutes its
legal, valid and binding obligation in accordance with its terms.

                                   ARTICLE III

                   REPRESENTATIONS AND COVENANTS OF THE ISSUER

         Section 3.01. Representations and Warranties of the Issuer. The Issuer
hereby makes the representations and warranties set forth in this Section 3.01,
in each case as of the date hereof, as of the Effective Date, as of each Series
Issuance Date and as of any other date specified in such representation and
warranty.

         (a) Organization and Good Standing. The Issuer is a limited liability
company duly formed and validly existing in good standing under the laws of the
State of Delaware and has full power and authority to own its properties and to
conduct its business as such properties are presently owned and such business is
presently conducted.

         (b) Due Qualification. The Issuer is duly qualified to do business, is
in good standing as a foreign limited liability company and has obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business requires such qualification,
licenses or approvals and in which the failure so to qualify or to obtain such
licenses and approvals or to preserve and maintain such qualification, licenses
or approvals could reasonably be expected to give rise to a Material Adverse
Effect.

         (c) Power and Authority: Due Authorization. The Issuer (i) has all
necessary limited liability company power and authority (A) to execute and
deliver this Indenture and the other Transaction Documents to which it is a
party, (B) to perform its obligations under this Indenture and the other
Transaction Documents to which it is a party and (C) to make a Grant of the
Pledged Assets to the Indenture Trustee on the terms and subject to the
conditions herein provided and (ii) has duly authorized by all necessary action
such Grant and the execution, delivery and performance of, and the consummation
of the transactions provided for in, this Indenture and the other Transaction
Documents to which it is a party.

         (d) Binding Obligations. This Indenture (i) constitutes a Grant of a
security interest (as defined in the NYUCC) in all of the Issuer's right, title
and interest in, to and under the Pledged Assets, free and clear of any Lien
(other than Permitted Liens) to the Indenture Trustee, which is enforceable with
respect to the existing Receivables owned by the Issuer and the proceeds thereof
upon execution and delivery of this Agreement and which will be enforceable with
respect to the Receivables hereafter acquired by the Issuer and the proceeds
thereof upon such acquisition by the Issuer and (ii) constitutes, and each other
Transaction Document to which the Issuer is a party when duly executed and
delivered will constitute, a legal, valid and binding obligation of the Issuer,
enforceable against the Issuer in accordance with its terms, except (A) as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (B) as such enforceability may be limited by
general principles of

                                       25
<PAGE>

equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

         (e) No Conflict or Violation. The execution, delivery and performance
of, and the consummation of the transactions contemplated by, this Indenture and
the other Transaction Documents to be signed by the Issuer, and the fulfillment
of the terms hereof and thereof, will not (i) conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time or both) a material default under (A) the certificate of
formation or the limited liability company agreement of the Issuer or (B) any
material indenture, loan agreement, mortgage, deed of trust, or other agreement
or instrument to which the Issuer is a party or by which it or any of its
respective properties is bound, (ii) result in the creation or imposition of any
Lien (other than Permitted Liens) on any of the Pledged Assets pursuant to the
terms of any such material indenture, loan agreement, mortgage, deed of trust,
or other material agreement or instrument other than this Agreement and the
other Transaction Documents or (iii) conflict with or violate any federal,
state, local or foreign law (including without limitation, Environmental Laws)
or any decision, decree, order, rule or regulation applicable to the Issuer or
of any Governmental Authority having jurisdiction over the Issuer, which
conflict or violation described in this clause (iii), individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

         (f) Litigation and Other Proceedings. (i) There is no action, suit,
proceeding or investigation pending or, to the best knowledge of the Issuer,
threatened, against the Issuer before any Governmental Authority and (ii) the
Issuer is not subject to any order, judgment, decree, injunction, stipulation or
consent order of or with any Governmental Authority that, in the case of either
of the foregoing clauses (i) and (ii), (A) asserts the invalidity of this
Agreement or any other Transaction Document, (B) seeks to prevent the Grant of
any Pledged Asset by the Issuer to the Indenture Trustee, the ownership or
acquisition by the Issuer of a material amount of Receivables or the
consummation of any of the transactions contemplated by this Agreement or any
other Transaction Document, (C) seeks any determination or ruling that, in the
reasonable judgment of the Issuer, would materially and adversely affect the
performance by the Issuer of its obligations under this Agreement or any other
Transaction Document or the validity or enforceability of this Agreement or any
other Transaction Document or (D) individually or in the aggregate for all such
actions, suits, proceedings and investigations could reasonably be expected to
have a Material Adverse Effect.

         (g) Governmental Approvals. Except where the failure to obtain or make
such authorization, consent, order, approval or action could not reasonably be
expected to have a Material Adverse Effect, all authorizations, consents, orders
and approvals of, or other actions by, any Governmental Authority that are
required to be obtained by the Issuer in connection with the Grant of the
Pledged Assets or the due execution, delivery and performance by the Issuer of
this Indenture or any other Transaction Document to which it is a party and the
consummation by the Issuer of the transactions contemplated by this Indenture
and the other Transaction Documents to which it is a party have been obtained or
made and are in full force and effect; provided, however, that prior to
recordation pursuant to Section 8.3 of the Purchase Agreement or the sale of a
Home to an Ultimate Buyer, record title to such Home may remain in the name of
the related Transferred Employee and no recordation in real estate records of
the conveyance of

                                       26
<PAGE>

the related Home Purchase Contract or Home Sale Contract shall be made except as
otherwise required under Section 2.01(d)(i) of the Transfer and Servicing
Agreement.

         (h) Margin Regulations. The Issuer is not engaged, principally or as
one its important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meanings of
Regulations T, U and X of the Board of Governors of the Federal Reserve System).
The Issuer has not taken and will not take any action to cause the use of
proceeds of the Notes to purchase or carry margin stock.

         (i) Taxes. The Issuer has filed (or there have been filed on its behalf
as a member of a consolidated group) all tax returns and reports required by law
to have been filed by it and has paid all taxes, assessments and governmental
charges thereby shown to be owing by it, other than any such taxes, assessments
or charges that are being diligently contested in good faith by appropriate
proceedings, for which adequate reserves in accordance with GAAP have been set
aside on its books and that have not given rise to any Liens (other than
Permitted Liens); provided, however, that as of the date of this Indenture, the
Issuer is a newly established entity and as such has not been required to file
any tax returns.

         (j) Solvency. After giving effect to the transactions contemplated by
this Indenture and the other Transaction Documents, the Issuer is solvent and
able to pay its debts as they come due and has adequate capital to conduct its
business as presently conducted.

         (k) Offices. The principal place of business and chief executive office
of the Issuer is located at 40 Apple Ridge Road, Suite 4000, Danbury,
Connecticut 06810.

         (l) Investment Company Act. The Issuer is not, and is not controlled
by, an "investment company" registered or required to be registered under the
Investment Company Act.

         (m) Accuracy of Financial Information and Other Information. All
balance sheets, all statements of operations and of cash flow and other
financial data that have been or shall hereafter be furnished by the Issuer to
the Indenture Trustee pursuant to Section 3.02 have been prepared in accordance
with generally accepted accounting principles (to the extent applicable) and
fairly present the financial condition of the Issuer as of the dates thereof.
All certificates, reports, statements, documents and other information furnished
to the Indenture Trustee by or on behalf of the Issuer pursuant to any provision
of this Indenture or any other Transaction Document, or in connection with or
pursuant to any amendment or modification of, or waiver under, this Indenture or
any other Transaction Document, shall, at the time the same are so furnished, be
complete and correct in all material respects on the date the same are furnished
to the Indenture Trustee.

         (n) Security Interests. No security agreement, financing statement or
equivalent security or lien instrument listing the Issuer as debtor covering all
or any part of the Pledged Assets is on file or of record in any jurisdiction,
except such as may have been filed, recorded or made by the Issuer in favor of
the Indenture Trustee on behalf of the Noteholders in connection with this
Indenture. This Indenture constitutes a valid and continuing Lien on the

                                       27
<PAGE>

Pledged Assets in favor of the Indenture Trustee on behalf of the Noteholders,
which Lien will be prior to all other Liens (other than Permitted Liens), will
be enforceable as such as against creditors of and purchasers from the Issuer in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws affecting creditors' rights generally or by general equitable
principles, whether considered in a proceeding at law or in equity and by an
implied covenant of good faith and fair dealing. The Issuer has taken all action
necessary to perfect such security interest.

         Section 3.02. Affirmative Covenants of the Issuer. From the Effective
Date until the termination of this Indenture, the Issuer hereby agrees that it
will perform the covenants and agreements set forth in this Section 3.02.

         (a) Financial Reports by the Issuer. As soon as available, but in any
event within 120 days after the end of each fiscal year of the Issuer, the
Issuer shall deliver to the Indenture Trustee and each Applicable Series
Enhancer and the Indenture Trustee shall forward to each Noteholder a copy of
the audited financial statements of the Issuer at the end of such year, prepared
by independent certified public accountants of nationally recognized standing.

         (b) Books and Records. The Issuer shall keep proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to the Pledged Assets and its business activities
in accordance with generally accepted accounting principles, and shall permit
the Indenture Trustee and each Applicable Series Enhancer to visit and inspect
any of its properties, to examine and make abstracts from any of its books and
records and to discuss its affairs, finances and accounts with its officers,
directors, employees and independent public accountants, all at such reasonable
times upon reasonable notice and as often as may reasonably be requested.

         (c) Notice of Defaults and Events of Default. The Issuer shall give the
Indenture Trustee, each Applicable Series Enhancer and the Rating Agencies
prompt written notice of each Default and Event of Default hereunder and the
occurrence of any Unmatured Amortization Event or Amortization Event with
respect to any Series of Notes and, immediately after obtaining knowledge of any
of the following occurrences, written notice of each default on the part of the
Servicer or the Transferor of its obligations under the Transfer and Servicing
Agreement and each default on the part of CMSC of its obligations under the
Purchase Agreement or CMF of its obligations under the Receivables Purchase
Agreement, as appropriate, and, in each case, the action, if any, being taken
with respect to such default.

         (d) Maintenance of Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a limited liability company under the laws
of the State of Delaware (unless it becomes, or any successor Issuer hereunder
is or becomes, organized under the laws of any other State or of the United
States of America, in which case the Issuer will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
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 Pledged Assets and each other
related instrument or agreement.

                                       28
<PAGE>

         (e) Compliance with Laws. The Issuer will comply with the requirements
of all applicable laws, rules, regulations and orders of all Governmental
Authorities including without limitation Environmental Laws, a violation of
which, individually or in the aggregate for all such violations, is reasonably
likely to have a Material Adverse Effect.

         (f) Rule 144A Information. For so long as any of the Notes are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act of 1933, as amended, the Issuer agrees to provide to any
Noteholder or Beneficial Owner, and to any prospective purchaser of Notes
designated by such Noteholder or Beneficial Owner upon the request of such
Noteholder or Beneficial Owner or prospective purchaser, any information
required to be provided to such holder or prospective purchaser to satisfy the
conditions set forth in Rule 144A(d)(4) under the Securities Act of 1933, as
amended.

         (g) Annual Tax Information. Unless otherwise specified in the related
Indenture Supplement, on or before January 31 of each calendar year, beginning
with calendar year 2001, the Indenture Trustee or the Paying Agent shall furnish
to each Person who at any time during the preceding calendar year was a
Noteholder of a Series of Notes a statement prepared by or on behalf of the
Issuer containing the information that is necessary or desirable to enable the
Noteholders to prepare their tax returns. The obligations of the Issuer to
prepare and the Indenture Trustee or the Paying Agent to distribute such
information shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Indenture Trustee
or the Paying Agent pursuant to any requirements of the Code as from time to
time in effect.

         (h) Statements as to Compliance. The Issuer shall deliver to the
Indenture Trustee, within 120 days after the end of each fiscal year of the
Issuer (commencing within 120 days after the end of the fiscal year 2000), an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that

              (i) a review of the activities of the Issuer during the 12-month
    period ending at the end of such fiscal year (or in the case of the fiscal
    year ending December 31, 2000, the period from the initial Series Issuance
    Date to December 31, 2000) and of performance under this Indenture has been
    made under such Authorized Officer's supervision, and

              (ii) to the best of such Authorized Officer's knowledge, based on
    such review, the Issuer has complied with all conditions and covenants under
    this Indenture throughout such year or, if there has been a default in its
    compliance with any such condition or covenant, specifying each such default
    known to such Authorized Officer and the nature and status thereof.

         (i) Maintenance of Office or Agency. The Issuer shall maintain an
office or agency within the Borough of Manhattan, City of New York where Notes
may be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer in respect of the Notes and this

                                       29
<PAGE>

Indenture may be served. The Issuer hereby initially appoints the Transfer Agent
and Registrar at its office currently located at 101 Barclay Street, Floor 21
West, New York, New York 10286 (or at such other address as the Transfer Agent
and Registrar may designate from time to time by notice to the Issuer, the
Indenture Trustee and the Noteholders) to serve as its agent for the foregoing
purposes.

         (j) 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 3.03. Negative Covenants of the Issuer. From the Effective Date
until the termination of this Indenture, the Issuer hereby agrees that it shall
not:

         (a) Amendment of Limited Liability Company Agreement. Amend its limited
liability company agreement unless, prior to such amendment, each Rating Agency
confirms that after such amendment the Rating Agency Condition will be met and
each Applicable Series Enhancer consents thereto;

         (b) Change in Location of Chief Executive Office. (a) Change the
location of its chief executive office or principal place of business (within
the meaning of the applicable Uniform Commercial Code) without sixty (60) days'
prior written notice to the Indenture Trustee or (b) change its name or the
jurisdiction of its formation without prior written notice to the Indenture
Trustee sufficient to allow the Indenture Trustee to execute all filings
prepared by the Issuer (including filings of financing statements on form UCC-
1) and recordings necessary to maintain the perfection of the interest of the
Indenture Trustee on behalf of the Noteholders in the Pledged Assets pursuant to
this Indenture. If the Issuer desires to so change its office or change its name
or the jurisdiction of its formation, the Issuer will make any required filings
and prior to actually changing its office or its name or the jurisdiction of its
formation the Issuer shall deliver to the Indenture Trustee (i) an Officer's
Certificate and (ii) copies of all such required filings with the filing
information duly noted thereon by the office in which such filings were made;

         (c) Capital Expenditures. Make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty);

         (d) No Other Business or Agreements. Engage in any business other than
financing, purchasing, owning and selling and managing the Pledged Assets in the
manner contemplated by this Indenture and the other Transaction Documents and
all activities incidental thereto, or enter into or be a party to any agreement
or instrument other than any Transaction Document or documents and agreements
incidental thereto;

         (e) Consolidation, Merger or Other Form of Combination and Sale of
Assets. Enter into any consolidation, merger, joint venture, syndicate or other
form of combination with any Person or sell, lease or transfer of otherwise
dispose of any assets, including without limitation the Pledged Assets, other
than as expressly provided for in the Transaction

                                       30
<PAGE>

Documents, or engage in any other transaction, that would result in a change of
control of the Issuer;

         (f) Guarantees, Loans, Advances and other Liabilities. Except as
contemplated by this Indenture or the other Transaction Documents, 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;

         (g) Indebtedness. Issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any indebtedness except as expressly
provided for pursuant to the terms of the Transaction Documents and the Notes;

         (h) Deduction from Principal and Interest. Claim any credit on, or make
any deduction from, the principal and interest payable in respect of the Notes
(other than amounts properly withheld from 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 any taxes levied or assessed upon any
part of the Pledged Assets;

         (i) Effectiveness of Indenture, Liens. (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 Pledged Assets or any part
thereof or any interest therein or the proceeds thereof or (iii) permit the lien
of this Indenture not to constitute a valid first priority perfected security
interest in the Pledged Assets; or

         (j) Dissolve or Liquidate. Dissolve or liquidate in whole or in part.

         Section 3.04. Protection of Pledged Assets.

         The Issuer shall from time to time prepare (or cause to be prepared),
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and shall take such other action necessary or advisable
to:

         (a) Grant more effectively all or any portion of the Pledged Assets for
the Notes;

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

                                       31
<PAGE>

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

         (d) enforce any of the Pledged Assets; or

         (e) preserve and defend title to the Pledged Assets securing the Notes
and the rights therein of the Indenture Trustee and the Noteholders secured
thereby against the claims of all persons and parties.

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 3.04.

         Section 3.05. Opinions as to Pledged Assets.

         (a) On the Series Issuance Date relating to any new Series of Notes,
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 as is
necessary to perfect the lien and security interest of this Indenture, including
without limitation with respect to the recording and filing of this Indenture,
any indentures supplemental hereto and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, and reciting the details of such action, or stating that in the
opinion of such counsel no such action is necessary to maintain the perfection
of such lien and security interest.

         (b) On or before April 30 in each calendar year, beginning in the year
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
as is necessary to perfect the lien and security interest of this Indenture,
including without limitation with respect to the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, and reciting the details of
such action or stating that in the opinion of such counsel no such action is
necessary to maintain the perfection of such lien and security interest. Such
Opinion of Counsel also shall 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, in the opinion of such counsel, will be required
to maintain the perfection of the lien and security interest of this Indenture
until April 30 in the following calendar year.

         Section 3.06. Obligations Regarding Servicing of Receivables.

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

                                       32
<PAGE>

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by such Person shall be deemed to be action taken by the Issuer. The Issuer
shall cause the Servicer to comply with all the Servicer's obligations under the
Transaction Documents to which the Servicer is a party and shall not agree to
the resignation of the Servicer from its obligations and duties imposed by the
Transfer and Servicing Agreement unless the Majority Investors have consented to
such resignation.

         (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements relating to the Pledged Assets,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Transfer and Servicing Agreement in accordance with and within
the time periods provided for herein and therein.

         (d) If a Servicer Default shall arise from the failure of the Servicer
to perform any of its duties or obligations under the Transfer and Servicing
Agreement with respect to the Receivables, the Issuer shall take all reasonable
steps available to it to remedy such failure.

         (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee or the rights of the Indenture Trustee under
this Indenture, the Issuer agrees (i) that it will not, without the prior
written consent of the Indenture Trustee and the Majority Investors, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Pledged Assets (except to the extent otherwise provided in the Transfer and
Servicing Agreement) or the Transaction Documents (except to the extent
otherwise provided in the Transaction Documents), or waive timely performance or
observance by the Servicer or the Transferor of its obligations under the
Transfer and Servicing Agreement, or CMSC of its obligations under the Purchase
Agreement or CMF of its obligations under the Receivables Purchase Agreement or
the Performance Guarantor of its obligations under the PHH Guarantee; and (ii)
that any such amendment shall not (A) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, Pool Collections of payments on
the Pledged Assets or distributions that are required to be made for the benefit
of the Noteholders or (B) change the definition of Majority Investors, without
the consent of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee and the Majority Investors or the Holders of all the Outstanding Notes,
as required, the Issuer agrees to execute and deliver, in its own name and at
its own expense, such agreements, instruments, consents and other documents as
the Indenture Trustee may deem necessary or appropriate in the circumstances.

         Section 3.07 Separate Corporate Existence of the Issuer. The Issuer
hereby acknowledges that the parties to the Transaction Documents are entering
into the transactions contemplated by the Transaction Documents in reliance on
the Issuer's identity as a legal entity separate from the Originator, the
Transferor and the other CMS Persons. From and after the date

                                       33
<PAGE>

hereof until the date of which there are no Notes of any Series Outstanding, the
Issuer shall take such actions as shall be required in order that:

         (a) The Issuer will conduct its business in office space allocated to
it and for which it pays an appropriate rent and overhead allocation;

         (b) The Issuer will maintain corporate records and books of account
separate from those of each CMS Person and telephone numbers and stationery that
are separate and distinct from those of each CMS Person;

         (c) The Issuer's assets will be maintained in a manner that facilitates
their identification and segregation from those of any CMS Person;

         (d) The Issuer will strictly observe limited liability company
formalities in its dealings with the public and with each CMS Person, and funds
or other assets of the Issuer will not be commingled with those of any CMS
Person, except as may be permitted by the Transaction Documents. The Issuer will
at all times, in its dealings with the public and with each CMS Person, hold
itself out and conduct itself as a legal entity separate and distinct from each
CMS Person. The Issuer will not maintain joint bank accounts or other depository
accounts to which any CMS Person (other than the Servicer) has independent
access;

         (e) The duly admitted members of the Issuer and duly appointed managers
or officers of the Issuer will at all times have sole authority to control
decisions and actions with respect to the daily business affairs of the Issuer;

         (f) Not less than two members of the Issuer's board of directors will
be an Independent Director. The Issuer will observe those provisions in its
limited liability company agreement that provide that the Issuer's board of
directors will not approve, or take any other action to cause the filing of, a
voluntary bankruptcy petition with respect to the Issuer unless each Independent
Director and all other members of the Issuer's board of directors unanimously
approve the taking of such action in writing prior to the taking of such action;

         (g) The Issuer will compensate each of its employees, consultants and
agents from the Issuer's own funds for services provided to the Issuer; and

         (h) The Issuer will not hold itself out to be responsible for the debts
of any CMS Person.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         Section 4.01. Satisfaction and Discharge of this Indenture.

         This Indenture shall cease to be of further effect with respect to the
Notes (except as to (a) rights of registration of transfer and exchange, (b)
substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of
Noteholders to receive payments of principal thereof and

                                       34
<PAGE>

interest thereon, (d) Sections 3.02(j), 3.03, 3.05, 3.06 and 12.14, (e) the
rights and immunities of the Indenture Trustee hereunder, including the rights
of the Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Section 4.02, the rights and immunities of BNY hereunder,
including the rights of BNY under Section 2.04(b) and the obligations of BNY
under Section 2.05, 2.06, 2.08 and 2.09 and (g) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee and payable to all or any of them) and the Indenture Trustee,
on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes when:

         (i) either

              (A) all Notes theretofore authenticated and delivered (other than
    (1) Notes that have been destroyed, lost or stolen and that have been
    replaced, or paid as provided in Section 2.06 and (2) Notes for whose full
    payment money has theretofore been deposited in trust or segregated and held
    in trust by the Issuer and thereafter repaid to the Issuer or discharged
    from such trust, as provided in Section 8.07) have been delivered to the
    Indenture Trustee for cancellation; or

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

                   (1) have become due and payable; or

                   (2) will become due and payable at the maturity date for such
         Series of Notes;

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

              (iii) the Issuer has delivered to the Indenture Trustee an
    Officer's Certificate, an Opinion of Counsel and (if required by the
    Indenture Trustee) an Independent Certificate from a firm of certified
    public accountants, each meeting the applicable requirements of Section
    12.01(a) and each stating that all conditions precedent herein provided for
    relating to the satisfaction and discharge of this Indenture have been
    complied with; and

              (iv) the Rating Agency Condition is satisfied with respect to each
    Series of Outstanding Notes.

         Section 4.02. Application of Trust Money.

         All monies deposited with the Indenture Trustee pursuant to Section
4.01 shall be held in trust and applied by it in accordance with the provisions
of the Notes, this Indenture and the applicable Indenture Supplement, to make
payments, through the Paying Agent, to the Noteholders and for the payment in
respect of which such monies have been deposited with the Indenture Trustee, of
all sums due and to become due thereon for principal and interest; but such

                                       35
<PAGE>

monies need not be segregated from other funds except to the extent required
herein or required by law.

                                    ARTICLE V

                         EVENTS OF DEFAULT AND REMEDIES

         Section 5.01. Events of Default.

         Each of the following events shall be an "Event of Default" with
respect to any Series of Notes hereunder:

         (a) The Issuer shall fail to make any payment of interest on any Note
of such Series when due (without giving effect to payments under any Series
Enhancement that is a letter of credit, surety bond or financial guaranty
insurance policy) and such failure shall remain unremedied for five Business
Days; or

         (b) The Issuer shall fail to make any payment of the principal of any
Note of such Series when due (without giving effect to any payments under any
Series Enhancement that is a letter of credit, surety bond or financial guaranty
insurance policy); or

         (c) (i) The Issuer shall fail to perform or observe, as and when
required, any term, covenant or agreement contained in this Indenture or any of
the other Transaction Documents on its part to be performed or observed (other
than as referred to in Section 5.01(a) or (b) above), (ii) such failure
materially and adversely affects the rights of the Noteholders of such Series
(determined without giving effect to any Series Enhancement) and (iii) such
failure shall remain unremedied for 30 days after written notice thereof
(specifying such failure and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder) shall have been given (A) to the
Issuer by the Indenture Trustee or (B) to the Issuer and the Indenture Trustee
by Noteholders of such Series holding Notes evidencing at least 25% of the
Series Outstanding Amount of such Series; or

         (d) (i) any representation or warranty made by the Issuer in this
Indenture or any of the other Transaction Documents shall prove to have been
untrue and incorrect in any material respect when made or deemed to have been
made, (ii) such occurrence materially and adversely affects the rights of the
Noteholders of such Series (determined without giving effect to any Series
Enhancement) and (iii) such occurrence remains unremedied for 30 days after
written notice thereof (specifying such failure and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder) shall have been
(A) given to the Issuer by the Indenture Trustee or (B) to the Issuer and the
Indenture Trustee by Noteholders of such Series holding Notes evidencing at
least 25% of the Series Outstanding Amount of such Series; or

         (e) An Insolvency Event shall have occurred with respect to the Issuer;
or

         (f) The Commission or other regulatory body having jurisdiction reaches
a final determination that the Issuer is required to be registered under the
Investment Company Act.

                                       36
<PAGE>

         The Issuer shall deliver to the Indenture Trustee, within five days
after the occurrence thereof, written notice in the form of an Officer's
Certificate of any event that with the giving of notice and the lapse of time
would become an Event of Default, its status and what action the Issuer is
taking or proposes to take with respect thereto.

         Section 5.02. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default referred to in clause (e) or (f) of Section 5.01
has occurred, the unpaid principal amount of all Series of Notes, together with
interest accrued but unpaid thereon, and all other amounts due to the
Noteholders under this Agreement shall immediately and without further act
become due and payable. If an Event of Default referred to in clause (a), (b),
(c) or (d) of Section 5.01 shall occur and be continuing with respect to any
Series of Notes, then and in every such case the Indenture Trustee or
Noteholders holding Notes evidencing a majority of the Series Outstanding Amount
of such Series of Notes may declare all the Notes of such Series to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by the Noteholders), and upon any such declaration
the unpaid principal amount of such Notes, together with accrued and unpaid
interest thereon through the date of acceleration, shall become immediately due
and payable.

         Section 5.03. Collection of Indebtedness and Suits for Enforcement by
the Indenture Trustee.

         The Issuer covenants that if (i) a default occurs in the payment of any
interest on any Note when the same becomes due and payable, and such default
continues for a period of five Business Days or (ii) a default is made in the
payment of the principal of any Note when the same becomes due and payable, by
acceleration or at stated maturity, the Issuer will, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders
of such Notes, the entire amount then due and payable on such Notes for
principal and interest, with interest on the overdue principal, and to the
extent payment at such rate of interest shall be legally enforceable, on overdue
installments of interest, at the Note Interest Rate borne by the Notes and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

         If the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and on behalf of the Noteholders
of such Series, 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 the
moneys adjudged or decreed to be payable.

         If an Event of Default occurs and is continuing, the Indenture Trustee
may in its discretion, as more particularly provided in Section 5.04, proceed to
protect and enforce its rights and the rights of the Noteholders by such
appropriate proceedings as the Indenture Trustee deems most effective to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or any Indenture Supplement or in aid of
the exercise of any power granted herein or therein, or to enforce any other
proper remedy

                                       37
<PAGE>

or legal or equitable right vested in the Indenture Trustee by this Indenture,
any Indenture Supplement or by law.

         If there shall be pending, relative to the Issuer or any Person having
or claiming an ownership interest in the Pledged Assets, proceedings under the
Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency
or other similar law, or in case a receiver, assignee or trustee in bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in the event of any other comparable judicial proceedings
relative to the Issuer or to the creditors or property of the Issuer, then the
Indenture Trustee shall be entitled and empowered, by intervention in such
proceedings or otherwise and whether or not the principal of any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
whether or not the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section 5.03:

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

         (ii) unless prohibited by applicable law and regulations, to vote on
    behalf of the Holders of the Notes in any election of a trustee, a standby
    trustee or person performing similar functions in any such proceedings;

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

         (iv) to file such proofs of claim and other papers or documents as may
    be necessary or advisable in order to have the claims of the Indenture
    Trustee or the Holders of the 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 consents to the
making of payments directly to such Noteholders, to pay to the Indenture Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or bad faith.

                                       38
<PAGE>

         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 to vote for the election of a trustee
in bankruptcy or similar person as aforesaid.

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

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

         Section 5.04. Remedies; Priorities.

         (a) If an Event of Default shall have occurred and be continuing with
respect to any Series of Outstanding Notes and such Series of Notes has been
accelerated under Section 5.02, the Indenture Trustee may institute proceedings
to enforce the obligations of the Issuer hereunder and under the Indenture
Supplement with respect to such Series of Notes in its own name and on behalf of
the Noteholders of such Series for the collection of all amounts then payable on
the Notes of such Series or under this Indenture or such Indenture Supplement
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer moneys adjudged due.

         (b) If an Event of Default shall have occurred and be continuing with
respect to all Series of Outstanding Notes and all Series of Outstanding Notes
have been accelerated under Section 5.02, the Indenture Trustee may or, if so
directed by the Majority Investors, the Indenture Trustee shall, do one or more
of the following:

              (i) institute proceedings from time to time for the complete or
    partial foreclosure of this Indenture with respect to the Pledged Assets;

              (ii) exercise any remedies of a secured party under the NYUCC and
    take any other appropriate action to protect and enforce the rights and
    remedies of the Indenture Trustee and the Holders of the Notes; and

                                       39
<PAGE>

              (iii) in the case of an Event of Default referred to in clause (a)
    or (b) of Section 5.01, sell the Pledged Assets or rights or interest
    therein, at one or more public or private sales called and conducted in
    accordance with Section 5.05;

provided that the Indenture Trustee may not sell or otherwise liquidate the
Pledged Assets following an Event of Default referred to in clause (a) or (b) of
Section 5.01 unless (A) the proceeds of the sale or liquidation of the Pledged
Assets are sufficient to discharge in full all amounts due and unpaid with
respect to the Notes, (B) if the Indenture Trustee has determined that the
Pledged Assets will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes, Holders of Notes evidencing 66 2/3% of
the Outstanding Amount, voting as a single class, consent to such sale or
liquidation or (C) Holders of Notes evidencing 100% of the Outstanding Amount
consent to such sale or liquidation. In determining such sufficiency or
insufficiency with respect to clause (A) and (B), the Indenture Trustee may, but
is not required to, 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 Pledged Assets for such
purpose.

         (c) If the Indenture Trustee collects any money or property pursuant to
this Article V, such money or property shall be held by the Indenture Trustee as
additional collateral hereunder and the Indenture Trustee shall pay out such
money or property to the Collection Account for distribution in accordance with
the provisions of Article VIII.

         Section 5.05. Sale of Assets.

         (a) The method, manner and time, place and terms of any sale of all of
the Pledged Assets pursuant to Section 5.04(b) shall be commercially reasonable.
The Indenture Trustee may from time to time postpone any sale by public
announcement made at the time and place of such sale. The Indenture Trustee
hereby expressly waives its right to any amount fixed by law as compensation for
such sale.

         (b) In connection with a sale of all of the Pledged Assets pursuant to
Section 5.04(b), any Noteholder may bid for and purchase the property offered
for sale, and upon compliance with the terms of such sale may hold, retain and
possess and dispose of such property, without further accountability, and may,
in paying the purchase money therefor, deliver any Outstanding Notes or claims
for interest thereon in lieu of cash up to the amount that shall, upon
distribution of the net proceeds of such sale, be payable thereon.

         (c) The Indenture Trustee may bid for and acquire any portion of the
Pledged Assets securing the Notes in connection with a public sale thereof, and
may pay all or part of the purchase price by crediting against amounts owing to
the Indenture Trustee under this Indenture, including without limitation the
costs, charges and expenses incurred by the Indenture Trustee in connection with
such sale.

         (d) The Indenture Trustee shall execute and deliver an appropriate
instrument of conveyance transferring its interest in any portion of the Pledged
Assets in connection with a sale thereof. In addition, the Indenture Trustee is
hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to
transfer and convey its interest in any portion of the Pledged

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<PAGE>

Assets in connection with a sale thereof, and to take all action necessary to
effect such sale. No purchaser or transferee at such a sale shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.

         Section 5.06. Limitations on Suits.

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

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

         (b) Noteholders holding Notes evidencing at least 25% of the Series
Outstanding Amount of each Series of 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 the Indenture Trustee hereunder;

         (c) such Noteholder or Noteholders have offered to the Indenture
Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;

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

         (e) no direction inconsistent with such written request has been given
to the Indenture Trustee during such 60-day period by the Majority Investors;

it being understood and intended that no one or more Noteholders 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
Noteholders or to obtain or to seek to obtain priority or preference over any
other Noteholders or to enforce any right under this Indenture, except in the
manner herein provided.

         If the Indenture Trustee receives conflicting or inconsistent requests
and indemnity from two or more groups of Noteholders holding Notes, each
evidencing less than a majority of the Series Outstanding Amount of each Series
of Outstanding Notes, the Indenture Trustee shall act at the direction of the
group of Noteholders holding Notes evidencing the greater amount of Notes;
provided, however, that, notwithstanding any other provisions of this Indenture,
if the Indenture Trustee receives conflicting or inconsistent requests and
indemnity

                                       41
<PAGE>

from two or more groups of Noteholders holding an equal amount of Notes, the
Indenture Trustee in its sole discretion may determine what, if any, action
shall be taken.

         Section 5.07. Unconditional Right of Noteholders to Receive Principal
and Interest.

         Notwithstanding any other provision of this Indenture, other than
provisions hereof limiting the right to recover amounts due on the Notes to
recoveries from the Pledged Assets, the holder of any Note shall have the
absolute and unconditional right to receive payment of the principal of and
interest on such Note as such principal and interest becomes due and payable and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Noteholder.

         Section 5.08. 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 or any Indenture
Supplement and such Proceeding has been discontinued or abandoned for any reason
or has been determined adversely to the Indenture Trustee or to such Noteholder,
then and in every such case the Issuer, the Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Indenture Trustee and the Noteholders shall
continue as though no such Proceeding had been instituted.

         Section 5.09. Rights and Remedies Cumulative.

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

         Section 5.10. Delay or Omission Not a Waiver.

         No delay or omission of the Indenture Trustee or any Noteholder 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.

         Except as specifically set forth herein, the Majority Investors shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to

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<PAGE>

the Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee, provided that

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

         (b) if an Event of Default occurs with respect to less than all Series
of Outstanding Notes, then the Indenture Trustee's rights and remedies shall be
limited to the rights and remedies pertaining only to those Series of Notes with
respect to which such Event of Default has occurred, and the Indenture Trustee
shall exercise such rights and remedies at the direction of the Noteholders
holding Notes evidencing a majority of the Series Outstanding Amount of all such
Series of Notes;

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

         (d) such direction shall be in writing;

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

         Section 5.12. Waiver of Past Defaults.

         Prior to the declaration of the acceleration of the maturity of the
Notes of any Series as provided in Section 5.02, Noteholders holding Notes
evidencing a majority of the Series Outstanding Amount of such Series of Notes
may, on behalf of all such Noteholders, waive any past Default or Event of
Default with respect to such Series of Notes and its consequences except a
Default (a) in payment of principal of or interest on any of the Notes of such
Series or (b) in respect of a covenant or provision hereof that cannot be
modified or amended without the consent of the Holder of each Note of such
Series. In the event of any such waiver, the Issuer, the Indenture Trustee and
the Noteholders of such outstanding Series shall be restored to their former
positions and rights hereunder, respectively, but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereto.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto. The
Issuer shall give prompt written notice of any waiver to the Rating Agencies.

         Section 5.13. Undertaking for Costs.

         All parties to this Indenture agree, and each Noteholder by such
Noteholder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against

                                       43
<PAGE>

the Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture Trustee, the filing by any party litigant in such Proceeding of an
undertaking to pay the costs of such Proceeding, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such Proceeding, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; provided,
however, the provisions of this Section 5.13 shall not apply to (a) any suit
instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder
or group of Noteholders, in each case holding Notes evidencing in the aggregate
more than 10% of the Series Outstanding Amount of any Series of Notes, or (c)
any suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture.

         Section 5.14. Waiver of Stay or Extension Laws.

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

         Section 5.15. Action on Notes.

         The 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 Pledged Assets or upon any of the assets of the
Issuer.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.01. Duties of the Indenture Trustee.

         (a) If an Event of Default has occurred and is continuing and a Trustee
Officer shall have actual knowledge or written notice of such Event of Default,
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.

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

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<PAGE>

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

              (ii) in the absence of bad faith or negligence on its part, the
    Indenture Trustee may conclusively rely, as to the truth of the statements
    and the correctness of the opinions and calculations expressed therein, upon
    certificates or opinions furnished to the Indenture Trustee and conforming
    to the requirements of this Indenture; provided, however, that the Indenture
    Trustee, upon receipt of any resolutions, certificates, statements,
    opinions, reports, documents, orders or other instruments furnished to the
    Indenture Trustee that are specifically required to be furnished pursuant to
    any provision of this Indenture or any Indenture Supplement, shall examine
    them to determine whether they substantially conform, without verification
    of the accuracy of any computations therein, to the requirements of this
    Indenture or any Indenture Supplement. The Indenture Trustee shall give
    prompt written notice to the Noteholders and each Rating Agency of any
    material lack of conformity of any such instrument to the applicable
    requirements of this Indenture or any Indenture Supplement discovered by the
    Indenture Trustee that would entitle the Majority Investors to take any
    action pursuant to this Indenture or any Indenture Supplement if such lack
    of conformity cannot be cured.

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

              (i) this Section 6.01(c) shall not be construed to limit the
    effect of Section 6.01(a);

              (ii) permissive rights of the Indenture Trustee shall not be
    construed as duties;

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

              (iv) the Indenture Trustee shall not be liable with respect to any
    action taken, suffered or omitted to be taken by it in good faith in
    accordance with the Indenture and at the direction of the Majority Investors
    relating to the time, method and place of conducting any proceeding for any
    remedy available to the Indenture Trustee, or for exercising any trust or
    power conferred upon the Indenture Trustee under this Indenture; and

              (v) no provision of this Indenture or of any Transaction Document
    shall require the Indenture Trustee to be responsible for the acts or
    omissions of the Servicer or to act as Successor Servicer until such time as
    it is required to act as Successor Servicer under this Indenture.

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<PAGE>

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

         (e) Each provision of this Indenture that in any way relates to the
Indenture Trustee is subject to Sections 6.01(a) and (b).

         (f) The Indenture Trustee shall have no responsibility or liability for
investment losses on Eligible Investments, except to the extent that the
institution acting as Indenture Trustee is an obligor on such Eligible
Investment.

         (g) The Indenture Trustee shall notify each Rating Agency of any change
in any rating of the Notes of any other Rating Agency of which the Indenture
Trustee has received written notice pursuant to any of the Transaction
Documents.

         (h) For all purposes under this Indenture, the Indenture Trustee shall
not be deemed to have notice or knowledge of any Event of Default, Servicer
Default or Amortization Event unless a Trustee Officer assigned to and working
in the Corporate Trust Office of the Indenture Trustee has actual knowledge
thereof or has received written notice thereof. For purposes of determining the
Indenture Trustee's responsibility and liability hereunder, any reference to an
Event of Default, Servicer Default or Amortization Event shall be construed to
refer only to such event of which the Indenture Trustee is deemed to have notice
as described in this Section 6.01(h).

         Section 6.02. Notice of Event of Default.

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

         Section 6.03. Rights of Indenture Trustee.

         Except as otherwise provided in Section 6.01:

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

         (b) Whenever in the administration of this Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or

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<PAGE>

omitting any action hereunder, the Indenture Trustee may (unless other evidence
be herein specifically prescribed), in the absence of bad faith on its part,
rely on an Officer's Certificate of the Issuer.

         (c) The Indenture Trustee may consult with counsel with respect to any
action to be taken, suffered or omitted by it hereunder and the written advice
of such counsel, obtained in good faith, or any Opinion of Counsel or any Tax
Opinion shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith reliance
thereon.

         (d) The Indenture Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture or to honor the request
or direction of any of the Noteholders pursuant to this Indenture, or a Series
Enhancer if so authorized by an Indenture Supplement unless such Noteholders or
Series Enhancer shall have offered to the Indenture Trustee reasonable security
or indemnity against the costs, expenses and liabilities that might be incurred
by it in compliance with such request or direction.

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

         (f) Subject to Section 6.13 hereof, the Indenture Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, Affiliates, attorneys, custodians or nominees;
provided, however, that the Indenture Trustee shall continue to be responsible
for any (i) misconduct or negligence on the part of any agent, Affiliates,
attorney, custodians or nominees appointed by it hereunder and (ii) the
supervision of such agents, Affiliates, attorneys, custodians or nominees after
such appointment.

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

         (h) If the Indenture Trustee is also acting as Paying Agent,
Authentication Agent and Transfer Agent and Registrar, the rights and
protections afforded to the Indenture Trustee pursuant to this Article VI shall
also be afforded to such Paying Agent, Authentication Agent and Transfer Agent
and Registrar.

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

         The recitals contained herein and in the Notes shall be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility
for their correctness. The Indenture Trustee makes no representation as to the
validity or sufficiency of this Indenture, the other Transaction Documents, the
Pledged Assets, the Notes or any related document. The

                                       47
<PAGE>

Indenture Trustee shall not be accountable for the use or application by the
Issuer of the proceeds from the Notes.

         Section 6.05. May Hold Notes.

         The Indenture Trustee and any Affiliates, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Issuer, any CMS Person and their Affiliates, any Series Enhancer, any
underwriter or any of the other parties to the Transaction Documents with the
same rights it would have if it were not the Indenture Trustee or an Affiliate
of the Indenture Trustee.

         Section 6.06. Money Held in Trust.

         Money held by the Indenture Trustee in trust hereunder need not be
segregated from other funds held by the Indenture Trustee in trust hereunder
except to the extent required herein or required by law. The Indenture Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing by the Indenture Trustee and the
Issuer.

         Section 6.07. Compensation, Reimbursement and Indemnification.

         Pursuant to the Transfer and Servicing Agreement, the Issuer shall
direct the Servicer to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall cause the Servicer to reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall
cause the Servicer to indemnify the Indenture Trustee against any and all loss,
liability or expense (including the fees of either in-house counsel or outside
counsel, but not both) incurred by it in connection with the administration of
this trust and the performance of its duties hereunder and under any other
Transaction Document. The Indenture Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the
Issuer of its obligations hereunder unless such loss, liability or expense could
have been avoided with such prompt notification and then only to the extent of
such loss, expense or liability which could have been so avoided. Neither the
Issuer nor the Servicer need reimburse any expense or indemnify against any
loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

         When the Indenture Trustee incurs expenses after the occurrence of a
Default specified in subsection 5.02(d) with respect to the Issuer, the expenses
are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.

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<PAGE>

         Section 6.08. Replacement of Indenture Trustee.

         No resignation or removal of the Indenture Trustee and no appointment
of a successor Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section 6.08.
The Indenture Trustee may resign at any time by giving 30 days' written notice
to the Issuer. The Majority Investors may remove the Indenture Trustee by so
notifying the Indenture Trustee. The Issuer shall remove the Indenture Trustee
if:

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

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

         (c) the Indenture Trustee otherwise becomes legally unable to act.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee), the Issuer shall
promptly appoint a successor Indenture Trustee (who satisfies the requirements
of Section 6.11) subject to the consent of the Majority Investors.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Issuer and the Servicer.
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 each Series Enhancer
and all Noteholders. The retiring Indenture Trustee shall promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Majority Investors may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.

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

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section 6.08, the Issuer's obligations under Section 6.07 shall continue
for the benefit of the retiring Indenture Trustee.

         Section 6.09. Successor Indenture Trustee by Merger.

         If the Indenture Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Indenture
Trustee, provided that such corporation or banking association is otherwise

                                       49
<PAGE>

qualified and eligible under Section 6.11. The Indenture Trustee shall provide
the Rating Agencies and each Series Enhancer with prior written notice of any
such transaction.

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

         (a) Notwithstanding any other provisions of this Indenture, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Pledged Assets may at the time be located, the Indenture Trustee shall
have the power and may execute and deliver at any time all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Pledged Assets, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Pledged Assets or any part thereof and, subject
to the other provisions of this Section 6.10, such powers, duties, obligations,
rights and trusts as the Indenture Trustee may consider necessary or desirable.
No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 6.11, and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 but notice shall be given to each Applicable Series
Enhancer.

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

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

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

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

         (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every

                                       50
<PAGE>

provision of this Indenture relating to the conduct of, affecting the liability
of, or affording protection to, the Indenture Trustee. Every such instrument
shall be filed with the Indenture Trustee.

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

         Section 6.11. Eligibility; Disqualification.

         The Indenture Trustee shall at all times be a corporation organized and
doing business under the laws of the United States or any State thereof
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and having long-term unsecured debt with a
rating of at least Baa3 by Moody's and BBB- by Standard & Poor's and subject to
supervision or examination by federal or state authority, and shall satisfy the
requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7 under
the Investment Company Act.

         If at any time the Indenture Trustee ceases to be eligible in
accordance with the provisions of this Section 6.11, the Indenture Trustee shall
resign immediately in the manner and with the effect specified in Section 6.08.

         Section 6.12. Representations and Covenants of the Indenture Trustee.

         The Indenture Trustee represents, warrants and covenants that:

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

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

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

         Section 6.13. Custody of Pledged Assets and Other Collateral.

         The Indenture Trustee shall hold such of the Pledged Assets (and any
other collateral that may be granted to the Indenture Trustee) as consists of
instruments, deposit accounts, negotiable documents, money, goods, letters of
credit, and advices of credit in the State of Illinois. The Indenture Trustee
shall hold such of the Pledged Assets as constitute investment

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property through a securities intermediary, which securities intermediary shall
agree with the Indenture Trustee that (a) such investment property shall at all
times be credited to a securities account of the Indenture Trustee, (b) such
securities intermediary shall treat the Indenture Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (c) all property credited to such securities account shall
be treated as a financial asset, (d) such securities intermediary shall comply
with entitlement orders originated by the Indenture Trustee without the further
consent of any other person or entity, (e) such securities intermediary will not
agree with any person other than the Indenture Trustee to comply with
entitlement orders originated by such other person, (f) such securities accounts
and the property credited thereto shall not be subject to any lien, security
interest, right of set-off in favor of such securities intermediary or anyone
claiming through it (other than the Indenture Trustee), and (g) such agreement
shall be governed by the laws of the State of New York. Terms used in the
preceding sentence that are defined in the NYUCC and not otherwise defined
herein shall have the meaning set forth in the NYUCC. Except as permitted by
this Section 6.13, the Indenture Trustee shall not hold Pledged Assets through
an agent or a nominee.

                                   ARTICLE VII

               NOTEHOLDERS' LIST AND REPORTS BY INDENTURE TRUSTEE

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

         The Issuer shall furnish or cause the Transfer Agent and Registrar to
furnish to the Indenture Trustee (a) upon each transfer of a Note, a list of the
names, addresses and taxpayer identification numbers of the Noteholders as they
appear on the Note Register as of such Record Date, in such form as the
Indenture Trustee may reasonably require, and (b) at such other times as the
Indenture Trustee may request in writing, within 10 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 if the Indenture Trustee is the Transfer Agent and Registrar, the Indenture
Trustee shall furnish to the Issuer such list in the same manner prescribed in
clause (b) above.

         Section 7.02. Preservation of Information.

         If the Indenture Trustee is not the Transfer Agent and Registrar, the
Indenture Trustee shall preserve the names, addresses and taxpayer
identification numbers of the Noteholders contained in the most recent list
furnished to the Indenture Trustee as provided in Section 7.01. The Indenture
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.

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                                  ARTICLE VIII

                 ALLOCATION AND APPLICATION OF POOL COLLECTIONS

         Section 8.01. Collection of Money.

         Except as otherwise expressly provided herein and in each related
Indenture Supplement, the Indenture Trustee may demand payment or delivery of,
and shall receive and collect, directly and without intervention or assistance
of any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall hold all such money and property received by it in trust
for the Noteholders and shall apply it as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under the Transfer and Servicing Agreement
or any other Transaction Document, the Indenture Trustee may, and upon the
request of the Majority Investors shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings. Any such action shall be without
prejudice to any right to claim an Event of Default under this Indenture and to
proceed thereafter as provided in Article V hereof.

         Section 8.02. Rights of Noteholders.

         The Notes shall represent limited recourse obligations of the Issuer
secured by the Pledged Assets, including the benefits of any Series Enhancement
issued with respect to any Series of Notes and the right to receive Pool
Collections and other amounts at the times and in the amounts specified in this
Article VIII or in the applicable Indenture Supplement to be deposited in
Collection Account and any Series Accounts (if so specified in the related
Indenture Supplement). The Notes do not represent obligations of, or interests
in, CMSC, CMF, the Transferor or the Servicer. The Notes are limited in right of
payment to Pool Collections on the Pledged Assets and other assets of the Issuer
allocable to the Notes as provided herein and in the applicable Indenture
Supplement.

         Section 8.03. Establishment of Accounts.

         (a) Establishment of Collection Account. The Collection Account shall
be established and maintained in accordance with the provisions of the Transfer
and Servicing Agreement. An Indenture Supplement may establish sub-accounts to
the Collection Account as specified in such Indenture Supplement to effect
allocations to a Series in accordance with such Indenture Supplement. Funds on
deposit in any subaccount of the Collection Account shall not be commingled with
(i) funds on deposit in any other subaccount of the Collection Account or (ii)
funds on deposit in the Collection Account which have not been allocated to any
subaccount of the Collection Account.

         (b) Establishment of Distribution Account. The Paying Agent, for the
benefit of the Noteholders, shall cause to be established and maintained with
the Paying Agent, a non-interest bearing segregated trust account that is a
Qualified Account (the "DISTRIBUTION ACCOUNT") bearing a designation clearly
indicating that the funds deposited therein are held in

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<PAGE>

trust for the benefit of Noteholders. The Paying Agent shall possess all right,
title and interest in all funds on deposit from time to time in the Distribution
Account and in all proceeds thereof. The Distribution Account shall be under the
sole dominion and control of the Paying Agent for the benefit of Noteholders. If
the Distribution Account ceases at any time to be a Qualified Account, the
Indenture Trustee shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days) establish a new Distribution Account which is a
Qualified Account, transfer any funds on deposit in the existing Distribution
Account to such new Distribution Account and from the date such new Distribution
Account is established, it shall be the "DISTRIBUTION ACCOUNT."

         (c) Establishment of Series Accounts. If so provided in the related
Indenture Supplement, the Issuer, for the benefit of the Noteholders and other
Person as may be identified in such Indenture Supplement, shall establish and
maintain with the Indenture Trustee or its nominee in the name of the Indenture
Trustee one or more Series Accounts, which Series Accounts also shall be
Qualified Accounts (unless such requirement is waived in the related Indenture
Supplement). Each such Series Account shall bear a designation clearing
indicating that the funds deposited therein are held for the benefit of
Noteholders of such Series.

         Section 8.04. Pool Collections and Allocations.

         (a) The Issuer shall cause the Servicer to deposit Pool Collections
into the Collection Account as promptly as possible after the receipt in a
Lockbox Account of such Pool Collections, but in no event later than the second
Business Day following the receipt in a Lockbox Account of such Pool
Collections.

         (b) The Issuer agrees that if any Pool Collections are received by the
Issuer in an account other than the Collection Account, such monies,
instruments, cash and other proceeds will not be commingled by the Issuer with
any of its other funds or property, if any, but will be held separate and apart
therefrom and will be held in trust by the Issuer for, and immediately remitted
to, the Indenture Trustee, with any necessary endorsement.

              (c) (i) Prior to the allocation of funds as set forth in clause
    (ii), the Indenture Trustee shall make the distributions set forth in
    Sections 3.02(c)(vi), 3.12 and 3.14(b) of the Transfer and Servicing
    Agreement.

              (ii) After making the distributions set forth in clause (i), the
    Indenture Trustee shall allocate all funds on deposit in the Collection
    Account to each Series based on the Series Percentage of such Series as set
    forth in the Indenture Supplement related to such Series. Amounts allocated
    to any Series shall not, except as specified in the related Indenture
    Supplement, be available to the Noteholders of any other Series. The
    Indenture Supplement shall specify how amounts allocated to such Series will
    be applied.

         (d) At any time a Series is in its Amortization Period, the Issuer
agrees that any Pool Collections that would otherwise be released to the Issuer
under the terms of any Indenture Supplement related to any other Series which is
not in its Amortization Period, will be allocated to such amortizing Series and
used to pay the principal of such amortizing Series. To the extent more than one
Series is in its Amortization Period, such funds will be allocated ratably

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<PAGE>

among each amortizing Series based on their respective Series Percentages.
Notwithstanding anything to the contrary, no Pool Collections that would
otherwise be released to the Issuer shall be paid to an amortizing Series unless
the terms of the related Indenture Supplement specifically require the
allocation of such funds to such amortizing Series.

         (e) On each Deposit Date, except as otherwise provided in an Indenture
Supplement, the Indenture Trustee shall pay to the Issuer the remaining funds,
if any, on deposit in the Collection Account on such Deposit Date after giving
effect to transfers to be made pursuant to Section 8.04(c).

         Section 8.05. Release of Pledged Assets.

         (a) The Indenture Trustee may, and when required by the provisions of
this Indenture or the other Transaction Documents shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture or the Transaction Documents.
No party relying on an instrument executed by the Indenture Trustee as provided
in this Article VIII shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any monies.

         (b) The Indenture Trustee shall, at such time as there are no Notes
outstanding, release and transfer, without recourse, representation or warranty,
all of the Pledged Assets that secured the Notes (other than any cash held for
the payment of the Notes pursuant to Section 4.02) to the Issuer.

         Section 8.06. Officer's Certificate.

         The Issuer shall provide the Indenture Trustee with at least seven
days' notice when requesting the Indenture Trustee to take any action pursuant
to Section 8.05(a), which notice shall be accompanied by copies of any
instruments involved, and the Indenture Trustee shall also require, as a
condition to such action, an Officer's Certificate stating that such action is
authorized hereunder and under the Transaction Documents and will not materially
and adversely impair the security for the Notes or the rights of the Noteholders
under this Indenture. The Indenture Trustee may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

         Section 8.07. Money for Note Payments to Be Held in Trust.

         All payments of amounts due and payable with respect to the Notes that
are to be made from amounts withdrawn from the Collection Account shall be made
on behalf of the Issuer by the Indenture Trustee or by the Paying Agent, and no
amounts so withdrawn from the Collection Account shall be paid over to or at the
direction of the Issuer except as provided in this Section 8.07, Section 8.04(d)
or in the related Indenture Supplement.

         On or before each Distribution Date, in accordance with the
instructions of the Servicer, the Indenture Trustee shall deposit or cause to be
deposited in the Distribution Account

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<PAGE>

for each outstanding Series an aggregate sum sufficient to pay the amounts then
becoming due under the Notes of such outstanding Series, such sum to be held in
trust for the benefit of the Persons entitled thereto.

                                   ARTICLE IX

                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

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

                                    ARTICLE X

                             SUPPLEMENTAL INDENTURES

         Section 10.01. Supplemental Indentures Without Consent of Noteholders.

         (a) Without the consent of the Holders of any Notes but with prior
notice to the Rating Agencies and each Applicable Series Enhancer and upon
satisfaction of the Rating Agency Condition with respect to the Notes of all
Series, the Issuer, the Indenture Trustee, the Paying Agent, the Authentication
Agent and the Transfer Agent and Registrar, at any time and from time to time,
may enter into an indenture or indentures supplemental hereto for any of the
following purposes:

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

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

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

              (iv) to cure any ambiguity, to correct or supplement any provision
    herein or in any supplemental indenture that may be inconsistent with any
    other provision herein or in any supplemental indenture or to make any other
    provisions with respect to matters or questions arising under this Indenture
    or in any supplemental indenture;

              (v) to evidence and provide for the acceptance of the appointment
    hereunder by a successor indenture trustee with respect to the Notes and to
    add to or change any of the provisions of this Indenture as shall be
    necessary to facilitate

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<PAGE>

    the administration of the Pledged Assets hereunder by more than one trustee,
    pursuant to the requirements of Article VI;

              (vi) to provide for the issuance of one or more new Series of
    Notes, in accordance with the provisions of Section 2.10; or

              (vii) to provide for the termination of any Series Enhancement in
    accordance with the provisions of the related Indenture Supplement;
    provided, however, that such action shall not adversely affect in any
    material respect the interests of any Noteholder, as evidenced by an
    Officer's Certificate of an Authorized Officer delivered to the Indenture
    Trustee (at the Issuer's expense).

The Indenture Trustee, the Paying Agent, the Authentication Agent and the
Transfer Agent and Registrar are hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuer, the Indenture Trustee, the Paying Agent, the
Authentication Agent and the Transfer Agent and Registrar also, without the
consent of any Noteholders of any outstanding Series but with prior notice to
the Rating Agencies and each Applicable Series Enhancer and upon satisfaction of
the Rating Agency Condition and the written consent of each Applicable Series
Enhancer with respect to the Notes of all outstanding Series, may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided, however, that the Issuer shall have
delivered to the Indenture Trustee, the Paying Agent, the Authentication Agent
and the Transfer Agent and Registrar an Officer's Certificate, dated the date of
any such action, stating that the Issuer reasonably believes that such action
will not have a Material Adverse Effect. Additionally, notwithstanding the
preceding sentence, the Issuer, the Indenture Trustee, the Paying Agent, the
Authentication Agent and the Transfer Agent and Registrar also, without the
consent of any Noteholders of any outstanding Series, may enter into an
indenture or indentures supplemental hereto to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable the Issuer (i) to
qualify as, and to permit an election to be made to cause the Issuer to be
treated as, a "financial asset securitization investment trust" as described in
the provisions of Section 860L of the Code, (ii) to avoid the imposition of
state or local income or franchise taxes imposed on the Issuer's property or its
income and (iii) to add, modify or eliminate such provisions as may be necessary
and desirable to implement any revisions to the Uniform Commercial Code as in
force in the applicable jurisdiction; provided, however, that the Issuer, the
Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer
Agent and Registrar shall not enter into any such indenture or supplement unless
(w) the Issuer delivers to the Indenture Trustee, the Paying Agent, the
Authentication Agent and the Transfer Agent and Registrar and each Applicable
Series Enhancer an Officer's Certificate dated the date of such supplemental
indenture, stating that the Issuer reasonably believes that such supplemental
indenture will not have a Material Adverse Effect, (x) each Rating Agency has
notified the Issuer, the Servicer, the Indenture Trustee and each Applicable
Series Enhancer in writing that the Rating Agency Condition with respect to each
outstanding Series has been satisfied, (y) such amendment does not (without the
consent of the Indenture Trustee) affect the rights, duties or

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<PAGE>

obligations of the Indenture Trustee hereunder and (z) such amendment does not
(without the consent of the Paying Agent, the Authentication Agent or the
Transfer Agent and Registrar, as the case may be) affect the rights, duties or
obligations of the Paying Agent, the Authentication Agent or the Transfer Agent
and Registrar, as the case may be hereunder.

         Section 10.02. Supplemental Indentures with Consent of Noteholders.

         The Issuer, the Indenture Trustee, the Paying Agent, the Authentication
Agent and the Transfer Agent and Registrar also, with prior notice to the Rating
Agencies and with the consent of the Majority Investors, by Act of such Holders
delivered to the Issuer and the Indenture Trustee, may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Noteholders of all Series under
this Indenture. If an indenture or indentures supplemental hereto affects only
the Noteholders of a particular Series of Notes, then the consent of the Holders
of a majority of the Series Outstanding Amount of such Series shall be required
to such indenture or indenture supplemental. Notwithstanding the foregoing, no
supplemental indenture shall, without the consent of Holders of 100% of the
Series Outstanding Amount of the Outstanding Notes affected thereby:

         (a) change the due date of any payment of principal of or interest on
any Note, or reduce the principal amount thereof, the interest rate specified
thereon or the redemption price with respect thereto or change any place of
payment where, or the coin or currency in which, any Note or any interest
thereon is payable;

         (b) impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available
therefor to the payment of any such amount due on the Notes on or after the
respective due dates thereof, as provided in Article V (or, in the case of
redemption, on or after the Redemption Date);

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

         (d) reduce the percentage of the Outstanding Amount of the Notes which
is required to direct the Indenture Trustee to sell or liquidate the Pledged
Assets if the proceeds of such sale would be insufficient to pay the principal
amount and accrued but unpaid interest on the Outstanding Notes;

         (e) decrease the percentage of the aggregate principal amount of the
Notes required to amend the sections of this Indenture that specify the
applicable percentage of the aggregate principal amount of the Notes of such
Series necessary to amend the Indenture or any Transaction Documents that
require such consent;

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<PAGE>

         (f) modify or alter the provisions of this Indenture regarding the
voting of Notes held by the Issuer, any other obligor on the Notes, the
Transferor, the Servicer or any Affiliate of any of the foregoing Persons; or

         (g) 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 Pledged Assets
for any Notes or, except as otherwise permitted or contemplated herein,
terminate the lien of this Indenture on any such Pledged Assets at any time
subject hereto or deprive the Holder of any Note of the security provided by the
lien of this Indenture.

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

         Promptly after the execution by the Issuer, the Indenture Trustee, the
Paying Agent, the Authentication Agent and the Transfer Agent and Registrar of
any Supplement Indenture pursuant to this Section 10.02, the Paying Agent shall
mail to the Holders of the Notes to which such supplemental indenture relates
written notice setting forth in general terms the substance of such supplement
indenture; provided, however, that any failure of the Paying Agent to mail such
notice, or any defect therein, shall not in any way impair or affect the
validity of any such supplemental indenture.

         Section 10.03. Execution of Supplemental Indentures.

         In executing, or permitting the additional trusts created by any
supplemental indenture permitted by this Article X or the modification thereby
of the trusts created by this Indenture, the Indenture Trustee, the Paying
Agent, the Authentication Agent and the Transfer Agent and Registrar shall be
entitled to receive, and subject to Section 6.01, shall be fully protected in
relying on, an Officer's Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise. The Paying Agent,
the Authentication Agent and the Transfer Agent and Registrar, as the case may
be, may, but shall not be obligated to, enter into any such supplemental
indenture that affects their respective rights, duties, liabilities or
immunities under this Indenture or otherwise.

         Section 10.04. Effect of Supplemental Indenture.

         Upon the execution of any supplemental indenture under this Article X,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes, and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

         Section 10.05. Reference in Notes to Supplemental Indentures.

         Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article X may, and if required by the
Authentication Agent shall, bear

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<PAGE>

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

                                   ARTICLE XI

                                   DEFEASANCE

         Section 11.01. Defeasance.

         Notwithstanding anything to the contrary in this Indenture or any
Indenture Supplement:

         (a) The Issuer may at its option be discharged from its obligations
hereunder with respect to any Series or all outstanding Series (each, a
"DEFEASED SERIES") on the date the applicable conditions set forth in subsection
11.01(c) are satisfied (a "DEFEASANCE"); provided, however, that the following
rights, obligations, powers, duties and immunities shall survive with respect to
each Defeased Series until otherwise terminated or discharged hereunder: (i) the
rights of the Holders of Notes of the Defeased Series to receive payments in
respect of principal of and interest on such Notes when such payments are due;
(ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and
2.06; (iii) the rights, powers, trusts, duties, and immunities of the Indenture
Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and
(iv) this Section 11.01 and Section 12.14.

         (b) Subject to Section 11.01(c), no Pool Collections shall be allocated
to any Defeased Series.

         (c) The following shall be the conditions precedent to any Defeasance
under Section 11.01(a):

              (i) the Issuer irrevocably shall have deposited or caused to be
    deposited with the Indenture Trustee, under the terms of an irrevocable
    trust agreement in form and substance satisfactory to the Indenture Trustee
    and any Applicable Series Enhancer, as trust funds in trust for making the
    payments described below, (A) Dollars in an amount equal to, or (B) Eligible
    Investments which through the scheduled payment of principal and interest in
    respect thereof will provide, not later than the due date of payment
    thereon, money in an amount equal to, or (C) a combination thereof, in each
    case sufficient to pay and discharge, and which shall be applied by the
    Indenture Trustee to pay and discharge, all remaining scheduled interest and
    principal payments on all Outstanding Notes of each Defeased Series and all
    other amounts owing in respect of such Defeased Series (including all
    amounts owing under any related Enhancement Agreement to any Series
    Enhancer) on the dates scheduled for such payments in this Indenture and the
    applicable Indenture Supplements;

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<PAGE>

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

              (iii) prior to its first exercise of its right pursuant to this
    Section 11.01 with respect to a Defeased Series to substitute money or
    Eligible Investments for Receivables, the Issuer shall have delivered to the
    Indenture Trustee an Opinion of Counsel to the effect that such deposit and
    termination of obligations will not result in the Issuer being required to
    register as an "investment company" within the meaning of the Investment
    Company Act;

              (iv) the Issuer shall have delivered to the Indenture Trustee and
    each Applicable Series Enhancer an Officer's Certificate of the Issuer
    stating that the Issuer reasonably believes that such deposit and
    termination of obligations will not, based on the facts known to such
    officer at the time of such certification, then cause an Event of Default or
    Amortization Event with respect to any Series or any event that, with the
    giving of notice or the lapse of time, would result in the occurrence of a
    Event of Default or Amortization Event with respect to any Series;

              (v) the Rating Agency Condition shall have been satisfied and the
    Issuer shall have delivered copies of such written notice to the Servicer,
    the Indenture Trustee and each Applicable Series Enhancer; and

              (vi) the Issuer shall have delivered to the Indenture Trustee and
    each Applicable Series Enhancer a Tax Opinion.

                                   ARTICLE XII

                                  MISCELLANEOUS

         Section 12.01. Compliance Certificates and Opinions, etc.

         (a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture or any other
Transaction Document, the Issuer shall furnish to the Indenture Trustee (i) an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
(ii) an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section 12.01, except that, in the case of any such
application or request as to which the furnishing of specific documents is
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:

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<PAGE>

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

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

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

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

              (b) (i) Prior to the deposit of any Pledged Assets or other
    property or securities with the Indenture Trustee that is to be made the
    basis for the release of any property or securities subject to the lien of
    this Indenture, the Issuer shall, in addition to any obligation imposed in
    Section 12.01(a) or elsewhere in this Indenture, furnish to the Indenture
    Trustee an Officer's Certificate certifying or stating the opinion of each
    person signing such certificate as to the fair value (within 90 days of such
    deposit) to the Issuer of the Pledged Assets or other property or securities
    to be so deposited.

              (ii) Whenever the Issuer is required to furnish to the Indenture
    Trustee an Officer's Certificate certifying or stating the opinion of any
    signer thereof as to the matters described in clause (i) above, the Issuer
    also shall 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 (ii), is 10% or more of the Outstanding Amount of
    the Notes, but such a certificate need not be furnished with respect to any
    securities so deposited if the fair value thereof to the Issuer as set forth
    in the related Officer's Certificate is less than 10% of the Outstanding
    Amount of the Notes.

              (iii) Other than as provided in the Granting Clause, whenever any
    property or securities are to be released from the lien of this Indenture,
    the Issuer also shall 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.

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<PAGE>

              (iv) Whenever the Issuer is required to furnish to the Indenture
    Trustee an Officer's Certificate certifying or stating the opinion of any
    signer thereof as to the matters described in clause (iii) above, the Issuer
    also shall 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 as provided in the Granting Clause, or securities
    released from the lien of this Indenture since the commencement of the then
    current calendar year, as set forth in the certificates required by clause
    (iii) above and this clause (iv), equals 10% or more of the Outstanding
    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 10% of the then
    Outstanding Amount of the Notes.

              (v) Notwithstanding any provision of this Section 12.01, the
    Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables
    as and to the extent permitted or required by the Transaction Documents and
    (B) make cash payments out of the Series Accounts as and to the extent
    permitted or required by the Transaction Documents, and the provisions of
    the Granting Clause shall apply.

         Section 12.02. Form of Documents Delivered to Indenture Trustee.

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

         Any certificate or opinion of a Responsible Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of a
Responsible 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 or the Issuer, stating that the information
with respect to such factual matters is in the possession of the Servicer or the
Issuer, unless such Responsible Officer or counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

         Whenever in this Indenture, in connection with any application or
certificate or report to the 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

                                       63
<PAGE>

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 12.03. Acts of Noteholders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by an agent
duly appointed in writing and satisfying any requisite percentages as to the
minimum number or Dollar value of outstanding principal amount represented by
such Noteholders; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Indenture Trustee, and, to the extent hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Noteholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Indenture Trustee and
the Issuer, if made in the manner provided in this Section 12.03.

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

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

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

                                       64
<PAGE>

         Section 12.04. Notices to Issuer, Indenture Trustee, Paying Agent,
Authentication Agent and Transfer Agent and Registrar.

         All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at, sent by
facsimile to, sent by courier at or mailed by certified or registered mail,
return receipt requested, to (a) in the case of the Issuer, to 40 Apple Ridge
Road, Suite 4000, Danbury, Connecticut 06810, Attention: Controller, (b) in the
case of the Indenture Trustee, to the Corporate Trust Office, (c) in the case of
the Paying Agent, the Authentication Agent or the Transfer Agent and Registrar,
to 101 Barclay Street, Floor 21 West, New York, New York 10286 and (d) in the
case of the Rating Agency for a particular Series, the address, if any,
specified in the Indenture Supplement relating to such Series; or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party.

         Section 12.05. Notices to Noteholders; Waiver.

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

         In any case in which 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 (with a copy to the Paying Agent), but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

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

         Section 12.06. Alternate Payment and Notice Provisions.

         Notwithstanding any provision of this Indenture or any of the Notes to
the contrary, the Issuer, with the consent of the Paying Agent, 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 or/and

                                       65
<PAGE>

the Paying Agent a copy of each such agreement and the Paying Agent or the
Indenture Trustee, as the case may be, shall cause payments to be made and
notices to be given in accordance with such agreements.

         Section 12.07. Effect of Headings and Table of Contents.

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

         Section 12.08. Successors and Assigns.

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

         Section 12.09. Separability.

         If 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 12.10. 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,
any Series Enhancer and the Noteholders, any benefit.

         Section 12.11. 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 12.12. GOVERNING LAW.

         THE INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING ss.5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.

         Section 12.13. 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.

                                       66
<PAGE>

         Section 12.14. No Petition.

         The Indenture Trustee, the Paying Agent, the Authentication Agent and
the Transfer Agent and Registrar, by entering into this Indenture, and each
Noteholder, by accepting a Note, hereby covenant and agree that they will not at
any time institute against the Issuer, the Transferor or CMF, or join in any
institution against the Issuer, the Transferor or CMF, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Transaction Documents until the expiration of one year and one day after
payment in full of the latest maturing Note issued by the Issuer under this
Indenture. This Section shall survive termination of the Indenture.

         Section 12.15 Provision of Information to Rating Agencies.

         At the request of a Rating Agency, the Indenture Trustee will provide
such Rating Agency with any reports and other written information it has
received from the Servicer for distribution to Noteholders.

                                       67
<PAGE>

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

                                       APPLE RIDGE FUNDING LLC,
                                         as Issuer

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

                                       BANK ONE, NATIONAL ASSOCIATION
                                         as Indenture Trustee

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

                                       THE BANK OF NEW YORK,
                                         as Paying Agent, Authentication Agent
                                         and Transfer Agent and Registrar

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

                      [Signature Page to Master Indenture]

<PAGE>

DISTRICT OF COLUMBIA     )
                         ) ss.:
COUNTY OF                )

         BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared _____________________________
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said Delaware limited liability company and that she/he executed the same as the
corporation for the purpose and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.


                                       -----------------------------------------
                                       Notary Public


                                       [Seal]

My commission expires:


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

<PAGE>

STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF NEW YORK     )

        BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared Steve M. Husbands known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said national
banking organization and that she/he executed the same as the corporation for
the purpose and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.


                                       -----------------------------------------
                                       Notary Public


                                       [Seal]

My commission expires:


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

<PAGE>

STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF                )

         BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared          known to me to be the
person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said New York banking
corporation and that she/he executed the same as the corporation for the purpose
and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.


                                       -----------------------------------------
                                       Notary Public


                                       [Seal]

My commission expires:


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