<PAGE>

<TABLE>
<CAPTION>

                              CROSS-REFERENCE TABLE

TIA                                                                                                      Indenture
Section                                                                                                  Section
-------                                                                                                  -------
<S>                                                                                            <C>
310(a)(1).................................................................................................6.11
   (a)(2).................................................................................................6.11
   (a)(3).................................................................................................6.10
   (a)(4).................................................................................................N.A.
   (a)(5).................................................................................................6.11
   (b).......................................................................................6.08; 6.11; 11.04
   (c)....................................................................................................N.A.
311(a)....................................................................................................6.13
   (b)....................................................................................................6.13
   (c)....................................................................................................N.A.
312(a)..............................................................................................7.01; 7.02
   (b)....................................................................................................7.02
   (c)....................................................................................................7.02
313(a)....................................................................................................7.04
   (b)....................................................................................................7.04
   (c)....................................................................................................7.04
   (d)....................................................................................................7.04
314(a)....................................................................................................7.03
   (b)....................................................................................................3.06
   (c)(1)....................................................................................2.02; 6.02; 11.01
   (c)(2)................................................................................................11.01
   (c)(3)................................................................................................11.01
   (d)...................................................................................................11.01
   (e)...................................................................................................11.01
   (f)....................................................................................................N.A.
315(a)....................................................................................................6.01
   (b)....................................................................................................6.05
   (c)....................................................................................................6.01
   (d)..............................................................................................5.12; 6.01
   (e)....................................................................................................5.14
316(a)(1)(A)..............................................................................................5.12
   (a)(1)(B)..............................................................................................5.02
   (a)(2).................................................................................................N.A.
   (b)....................................................................................................5.08
   (c)....................................................................................................N.A.
317(a)..............................................................................................5.03; 5.04
   (b)....................................................................................................3.03
318(a)...................................................................................................11.18
</TABLE>

      ----------
*    N.A. means Not Applicable
*    This Cross-Reference Table shall not, for any purpose, be deemed to be a
     part of the Indenture.


                                       i
<PAGE>

<TABLE>

ARTICLE ONE

<S>                                                                                                              <C>
DEFINITIONS AND INCORPORATION BY REFERENCE........................................................................2

   SECTION 1.01.    Definitions...................................................................................2
   SECTION 1.02.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.............................................9
   SECTION 1.03.    Rules of Construction.........................................................................9

ARTICLE TWO

THE NOTES........................................................................................................10

   SECTION 2.01.    FORM.........................................................................................10
   SECTION 2.02.    EXECUTION, AUTHENTICATION AND DELIVERY.......................................................10
   SECTION 2.03.    TEMPORARY NOTES..............................................................................11
   SECTION 2.04.    REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE..........................................11
   SECTION 2.05.    MUTILATED, DESTROYED, LOST OR STOLEN NOTES...................................................12
   SECTION 2.06.    PERSONS DEEMED OWNER.........................................................................13
   SECTION 2.07.    PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST........................................13
   SECTION 2.08.    CANCELLATION.................................................................................14
   SECTION 2.09.    BOOK-ENTRY NOTES.............................................................................14
   SECTION 2.10.    NOTICES TO CLEARING AGENCY...................................................................15
   SECTION 2.11.    DEFINITIVE NOTES.............................................................................15
   SECTION 2.12.    RELEASE OF COLLATERAL........................................................................16
   SECTION 2.13.    TAX TREATMENT................................................................................16

ARTICLE THREE

COVENANTS........................................................................................................16

   SECTION 3.01.    PAYMENT OF PRINCIPAL AND INTEREST............................................................16
   SECTION 3.02.    MAINTENANCE OF OFFICE OR AGENCY..............................................................17
   SECTION 3.03.    MONEY FOR PAYMENTS TO BE HELD IN TRUST.......................................................17
   SECTION 3.04.    EXISTENCE....................................................................................18
   SECTION 3.05.    PROTECTION OF COLLATERAL.....................................................................19
   SECTION 3.06.    OPINIONS AS TO COLLATERAL....................................................................19
   SECTION 3.07.    PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS...........................................20
   SECTION 3.08.    NEGATIVE COVENANTS...........................................................................20
   SECTION 3.09.    ANNUAL STATEMENT AS TO COMPLIANCE............................................................21
   SECTION 3.10.    ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS...........................................21
   SECTION 3.11.    SUCCESSOR OR TRANSFEREE......................................................................23
   SECTION 3.12.    NO OTHER BUSINESS............................................................................23
   SECTION 3.13.    NO BORROWING.................................................................................24
   SECTION 3.14.    SERVICER'S OBLIGATIONS.......................................................................24
   SECTION 3.15.    GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES.............................................24
   SECTION 3.16.    CAPITAL EXPENDITURES.........................................................................24


<PAGE>

   SECTION 3.17.    RESTRICTED PAYMENTS..........................................................................24
   SECTION 3.18.    NOTICE OF EVENTS OF DEFAULT..................................................................24
   SECTION 3.19.    FURTHER INSTRUMENTS AND ACTS.................................................................24
   SECTION 3.20.    COMPLIANCE WITH LAWS.........................................................................24
   SECTION 3.21.    AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST AGREEMENT...............................25
   SECTION 3.22.    REMOVAL OF ADMINISTRATOR.....................................................................25

ARTICLE FOUR

SATISFACTION AND DISCHARGE.......................................................................................25

   SECTION 4.01.    SATISFACTION AND DISCHARGE OF INDENTURE......................................................25
   SECTION 4.02.    APPLICATION OF TRUST MONEY...................................................................26
   SECTION 4.03.    REPAYMENT OF MONEYS HELD BY PAYING AGENT.....................................................26
   SECTION 4.04.    RELEASE OF COLLATERAL........................................................................26
   SECTION 4.05.    DURATION OF THE POSITION OF THE INDENTURE TRUSTEE FOR THE BENEFIT OF CERTIFICATEHOLDERS......26

ARTICLE FIVE

REMEDIES.........................................................................................................27

   SECTION 5.01.    EVENTS OF DEFAULT............................................................................27
   SECTION 5.02.    RIGHTS UPON EVENT OF DEFAULT.................................................................28
   SECTION 5.03.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE; AUTHORITY OF
   INDENTURE TRUSTEE.............................................................................................28
   SECTION 5.04.    REMEDIES.....................................................................................30
   SECTION 5.05.    OPTIONAL PRESERVATION OF THE CONTRACTS.......................................................31
   SECTION 5.06.    PRIORITIES...................................................................................31
   SECTION 5.07.    LIMITATION OF SUITS..........................................................................31
   SECTION 5.08.    UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST........................32
   SECTION 5.09.    RESTORATION OF RIGHTS AND REMEDIES...........................................................32
   SECTION 5.10.    RIGHTS AND REMEDIES CUMULATIVE...............................................................33
   SECTION 5.11.    DELAY OR OMISSION NOT A WAIVER...............................................................33
   SECTION 5.12.    CONTROL BY NOTEHOLDERS.......................................................................33
   SECTION 5.13.    WAIVER OF PAST DEFAULTS......................................................................34
   SECTION 5.14.    UNDERTAKING FOR COSTS........................................................................34
   SECTION 5.15.    WAIVER OF STAY OR EXTENSION LAWS.............................................................34
   SECTION 5.16.    ACTION ON NOTES..............................................................................34
   SECTION 5.17.    PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS...........................................34

ARTICLE SIX

THE INDENTURE TRUSTEE............................................................................................35

   SECTION 6.01.    DUTIES OF INDENTURE TRUSTEE..................................................................35
   SECTION 6.02.    RIGHTS OF INDENTURE TRUSTEE..................................................................36


<PAGE>

   SECTION 6.03.    INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE.......................................................37
   SECTION 6.04.    INDENTURE TRUSTEE'S DISCLAIMER...............................................................38
   SECTION 6.05.    NOTICE OF DEFAULTS...........................................................................38
   SECTION 6.06.    REPORTS BY INDENTURE TRUSTEE TO HOLDERS......................................................38
   SECTION 6.07.    COMPENSATION AND INDEMNITY...................................................................38
   SECTION 6.08.    REPLACEMENT OF INDENTURE TRUSTEE.............................................................39
   SECTION 6.09.    SUCCESSOR INDENTURE TRUSTEE BY MERGER........................................................40
   SECTION 6.10.    APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE............................40
   SECTION 6.11.    ELIGIBILITY..................................................................................42
   SECTION 6.12.    PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES........................................43
   SECTION 6.13.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.............................................43

ARTICLE SEVEN

NOTEHOLDERS' LISTS AND REPORTS...................................................................................43

   SECTION 7.01.    ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS.......................43
   SECTION 7.02.    PRESERVATION OF INFORMATION: COMMUNICATION TO NOTEHOLDERS....................................43
   SECTION 7.03.    REPORTS BY ISSUER............................................................................44
   SECTION 7.04.    REPORTS BY INDENTURE TRUSTEE.................................................................44

ARTICLE EIGHT

ACCOUNTS, DISBURSEMENTS AND RELEASES.............................................................................44

   SECTION 8.01.    COLLECTION OF MONEY..........................................................................44
   SECTION 8.02.    TRUST ACCOUNTS...............................................................................45
   SECTION 8.03.    GENERAL PROVISIONS REGARDING ACCOUNTS........................................................47
   SECTION 8.04.    RELEASE OF COLLATERAL........................................................................47
   SECTION 8.05.    OPINION OF COUNSEL...........................................................................48

ARTICLE NINE

SUPPLEMENTAL INDENTURES..........................................................................................48

   SECTION 9.01.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.......................................48
   SECTION 9.02.    SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS..........................................49
   SECTION 9.03.    EXECUTION OF SUPPLEMENTAL INDENTURES.........................................................51
   SECTION 9.04.    EFFECT OF SUPPLEMENTAL INDENTURE.............................................................51
   SECTION 9.05.    CONFORMITY WITH TRUST INDENTURE ACT..........................................................51
   SECTION 9.06.    REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES................................................51

ARTICLE TEN

MANDATORY PREPAYMENT OF NOTES....................................................................................52

   SECTION 10.01.   PREPAYMENT...................................................................................52
   SECTION 10.02.   FORM OF MANDATORY PREPAYMENT NOTICE..........................................................52


<PAGE>

ARTICLE ELEVEN

MISCELLANEOUS....................................................................................................52

   SECTION 11.01.   COMPLIANCE CERTIFICATES AND OPINIONS, ETC....................................................52
   SECTION 11.02.   FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.............................................54
   SECTION 11.03.   ACTS OF NOTEHOLDERS..........................................................................55
   SECTION 11.04.   NOTICES......................................................................................55
   SECTION 11.05.   NOTICES TO NOTEHOLDERS; WAIVER...............................................................57
   SECTION 11.06.   ALTERNATE PAYMENT AND NOTICE PROVISIONS......................................................57
   SECTION 11.07.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.....................................................57
   SECTION 11.08.   SUCCESSORS AND ASSIGNS.......................................................................57
   SECTION 11.09.   SEPARABILITY.................................................................................58
   SECTION 11.10.   BENEFITS OF INDENTURE........................................................................58
   SECTION 11.11.   LEGAL HOLIDAYS...............................................................................58
   SECTION 11.12.   GOVERNING LAW................................................................................58
   SECTION 11.13.   COUNTERPARTS.................................................................................58
   SECTION 11.14.   RECORDING OF INDENTURE.......................................................................58
   SECTION 11.15.   TRUST OBLIGATION.............................................................................58
   SECTION 11.16.   NO PETITION..................................................................................59
   SECTION 11.17.   INSPECTION...................................................................................59
   SECTION 11.18.   CONFLICT WITH TRUST INDENTURE ACT............................................................59
</TABLE>


<PAGE>

                                    EXHIBITS

<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Exhibit A - Form of Sale and Servicing Agreement...............................................................A-1
Exhibit B - Form of Class A-1 Note.............................................................................B-1
Exhibit C - Form of Class A-2 Note.............................................................................C-1
Exhibit D - Form of Assignment.................................................................................D-1
Exhibit E - Form of Note Depository Agreement .................................................................E-1
</TABLE>

<PAGE>

===============================================================================

                    DEALER AUTO RECEIVABLES OWNER TRUST 2000-1,
                                     as Issuer,


                                        and


                         [-------------------------------],
             not in its individual capacity but solely in its capacity
                                as Indenture Trustee


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


                                     INDENTURE

                        Dated as of _________________, 2000


                        -----------------------------------
$______________  ____%  Dealer Auto Receivables Asset-Backed Notes, Class A-1

$______________  ____%  Dealer Auto Receivables Asset-Backed Notes, Class A-2

$______________  ____%  Dealer Auto Receivables Asset-Backed Notes, Class A-3

$______________  ____%  Dealer Auto Receivables Asset-Backed Notes, Class B


===============================================================================


<PAGE>

       Indenture, dated as of _____________, 2000 (this "INDENTURE"), between
Dealer Auto Receivables Owner Trust 2000-1, a Delaware business trust (the
"ISSUER") and [_______________], in its capacity as indenture trustee (the
"INDENTURE TRUSTEE") and not in its individual capacity.

       Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Issuer's ____% Dealer Auto
Receivables Asset-Backed Notes, Class A-1 (the "CLASS A-1 NOTES"), ____% Dealer
Auto Receivables Asset-Backed Notes, Class A-2 (the "CLASS A-2 NOTES"), ____%
Dealer Auto Receivables Asset-Backed Notes, Class A-3 (the "CLASS A-3 NOTES"),
and ____% Dealer Auto Receivables Asset-Backed Notes, Class B (the "CLASS B
NOTES" and together with the Class A-1 Notes, Class A-2 Notes and Class A-3
Notes, the "NOTES"):

                                  GRANTING CLAUSE

       The Issuer Grants to the Indenture Trustee on the Closing Date, on behalf
of and for the benefit of the Holders of the Notes, without recourse, all of the
Issuer's right, title and interest (exclusive of the amount, if any, allocable
to any rebatable insurance premium financed by any Contract) in, to and under:
(i) all the right, title and interest of the Issuer in and to the Contracts
listed on the List of Contracts in effect on the Closing Date (including,
without limitation, all security interests and all rights to receive scheduled
payments and prepayments which are collected pursuant thereto on or after the
Cutoff Date, including any liquidation proceeds therefrom, but excluding any
rights to receive scheduled payments due on or after, but received prior to, the
Cutoff Date), (ii) all security interests in each Financed Vehicle, (iii) all
rights of the Issuer to proceeds from any claims on theft, physical damage,
credit life or disability insurance or other individual insurance policy
relating to any such Contract, an Obligor or a Financed Vehicle securing such
Contract, (iv) all documents contained in the related Contract Files, (v) all
rights (but not the obligations) of the Issuer against any originating dealer or
other third party (i.e. the originators of the Contracts) under any agreements
between the Seller and such originating dealers or other third party, (vi) all
rights of the Issuer in the Lockbox, the Lockbox Account and related Lockbox
Agreement to the extent they relate to such Contracts, (vii) any rebates of
premiums and other amounts relating to insurance policies, extended service
contracts, other repair agreements or any other items financed under such
Contract, (viii) all rights (but not the obligations) of the Issuer under the
Transfer and Sale Agreement, including but not limited to the Issuer's rights
under ARTICLE V thereof, (ix) all rights of the Issuer under the Performance
Guarantee, (x) the remittances, deposits and payments made into the Trust
Accounts from time to time and amounts in the Trust Accounts (other than the
Reserve Fund) from time to time (and any investments of such amounts), (xi) all
rights (but not the obligations) of the Issuer under the Sale and Servicing
Agreement, (xii) all present and future claims, demands, causes of and choses in
action in respect of any or all of the foregoing, and (xiii) all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any or
all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash of other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (as each such defined term is defined in
SECTION 1.01) (collectively, the "Collateral").


<PAGE>

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

       The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Holders of the Notes may be adequately and effectively
protected.

                                    ARTICLE ONE


                     DEFINITIONS AND INCORPORATION BY REFERENCE

       SECTION 1.01.  DEFINITIONS.

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

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

       "ADMINISTRATION AGREEMENT" means the Administration Agreement, dated as
of the date hereof, among the Administrator, the Issuer, the Depositor and the
Indenture Trustee.

       "ADMINISTRATOR" means Premier Auto Finance, Inc. or any successor
Administrator under the Administration Agreement.

       "AFFILIATE" means, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

       "AUTHORIZED OFFICER" means, with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and, so
long as the Administration Agreement is in effect, any Vice President or more
senior officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement and who is identified on
the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).


                                       2
<PAGE>

       "BOOK ENTRY NOTES" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in SECTION 2.09.

       "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which banking institutions in the city of Chicago, Illinois, Wilmington,
Delaware or New York, New York are authorized or obligated by law, executive
order or governmental decree to be closed.

       "CERTIFICATE FINAL DISTRIBUTION DATE" means the [INSERT MONTH AND YEAR]
Distribution Date.

       "CERTIFICATE OF TRUST" means the Certificate of Trust of the Issuer
substantially in the form of EXHIBIT B to the Trust Agreement.

       "CLASS" means all Notes whose form is identical except for variation in
denomination, principal amount or owner.

       "CLASS A-1 FINAL DISTRIBUTION DATE" means the [INSERT MONTH AND YEAR]
Distribution Date.

       "CLASS A-1 RATE" means ____% per annum (computed on the basis of a
360-day year of twelve 30-day months).

       "CLASS A-1 NOTES" means the Class A-1 Notes, substantially in the form of
EXHIBIT B.

       "CLASS A-2 FINAL DISTRIBUTION DATE" means the [INSERT MONTH AND YEAR]
Distribution Date.

       "CLASS A-2 RATE" means ____% per annum (computed on the basis of a
360-day year of twelve 30-day months).

       "CLASS A-2 NOTES" means the Class A-2 Notes, substantially in the form of
EXHIBIT C.

       "CLASS A-3 FINAL DISTRIBUTION DATE" means the [INSERT MONTH AND YEAR]
Distribution Date.

       "CLASS A-3 RATE" means ____% per annum (computed on the basis of a
360-day year of twelve 30-day months).

       "CLASS A-3 NOTES" means the Class A-3 Notes, substantially in the form of
EXHIBIT D.

       "CLASS B FINAL DISTRIBUTION DATE" means the [INSERT MONTH AND YEAR]
Distribution Date.

       "CLASS B RATE" means ____% per annum (computed on the basis of a 360-day
year of twelve 30-day months).

       "CLASS B NOTES" means the Class B Notes, substantially in the form of
EXHIBIT E.


                                       3
<PAGE>

       "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to SECTION 17A of the Exchange Act.

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

       "CLOSING DATE" means ______________, 2000.

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

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

       "COMMISSION" means the Securities and Exchange Commission.

       "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trusts business shall be
administered which office at date of the execution of this Agreement is located
at [__________________________]; or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders and the Issuer).

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

       "DEFINITIVE NOTES" shall have the meaning specified in SECTION 2.09.

       "DEPOSITOR" shall mean Dealer Auto Receivables Corp., in its capacity as
Depositor under the Sale and Servicing Agreement.

       "DISTRIBUTION DATE" means the [________] day of each month or, if such
date shall not be a Business Day, the next succeeding Business Day, commencing
________________, 2000.

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

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

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

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

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


                                       4
<PAGE>

        "GRANT" means mortgage, pledge, bargain, sell, 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 Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

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

       "INDEBTEDNESS" means, with respect to any Person at any time, (i)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (ii)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (iii) current liabilities of such Person in respect of
unfunded vested benefits under plans covered by Title IV of ERISA; (iv)
obligations issued for or liabilities incurred on the account of such Person;
(v) obligations or liabilities of such Person arising under acceptance
facilities; (vi) obligations of such Person under any guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (vii) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such Person;
or (viii) obligations of such Person under any interest rate or currency
exchange agreement.

       "INDENTURE" means this Indenture, as amended or supplemented from time to
time.

       "INDENTURE SECURITIES" means the Notes.

       "INDENTURE SECURITY HOLDER" means a Noteholder.

       "INDENTURE TRUSTEE" means [________________], as Indenture Trustee under
this Indenture, or any successor Indenture Trustee under this Indenture.

       "INDEPENDENT" means, when used with respect to any specified Person, that
the Person (i) is in fact independent of the Issuer, any other obligor upon the
Notes, the Depositor, the Seller and any of their respective Affiliates, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any of their


                                       5
<PAGE>

respective Affiliates, and (iii) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriters, trustee, partner, director or person
performing similar functions.

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

       "INTEREST PERIOD" means, with respect to any Distribution Date, and (i)
the Class A-1 Notes, means the period from and including the preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) to but excluding such Distribution Date; and (ii) in the case of the Class
A-2 Notes, the Class A-3 Notes, the Class B Notes or the Certificates, means the
period from and including the fifteenth day of the month of the Distribution
Date immediately preceding such Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) to but excluding the fifteenth day of the
month of such Distribution Date.

       "INTEREST RATE" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3 Rate and the Class B Rate, as applicable.

       "ISSUER" means Dealer Auto Receivables Owner Trust 2000-1 until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

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

       "NOTE" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a
Class B Note.

       "NOTE DEPOSITORY AGREEMENT" means the agreement dated as of the Closing
Date, among the Issuer, the Administrator, the Indenture Trustee and DTC, as the
initial Clearing Agency, relating to the Notes, substantially in the form of
EXHIBIT E hereto.

       "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in SECTION 2.04.

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

       "OPINION OF COUNSEL" means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be employees of
or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee
and which shall comply with any applicable


                                       6
<PAGE>

requirements of SECTION 11.01, and shall be in form and substance satisfactory
to the Indenture Trustee.

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

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

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

               (iii) Notes in exchange for or in lieu of other Notes which 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, within the meaning of Section 8-303 of
       the UCC.

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Outstanding Amount have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any other Transaction Document,
Notes owned by the Issuer, any other obligor upon the Notes, the Depositor,
Premier Auto Finance, Inc. or any of their respective Affiliates shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
that the Indenture Trustee 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 upon the Notes, the Depositor, Premier Auto
Finance, Inc. or any of their respective Affiliates.

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

       "OWNER TRUSTEE" means [____________] not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, or any successor trustee
under the Trust Agreement.

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

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


                                       7
<PAGE>

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

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

       "RATING AGENCY" means each of Moody's and Standard & Poor's.

       "RATING AGENCY CONDITION" means, with respect to any action, that each
Rating Agency shall have been given ten days (or such shorter period as is
acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall have notified the Depositor, the Servicer, the Indenture Trustee
and the Issuer in writing that such action will not result in a qualification,
reduction or withdrawal of its then-current rating of any Class of Notes.

       "RATING EVENT" means the qualification, reduction or withdrawal by either
Rating Agency of its then-current rating of any Class of Notes.

       "RECORD DATE" means, with respect to any Distribution Date, the last
Business Day of the preceding calendar month.

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

       "RESPONSIBLE OFFICER" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office (or any successor group of the
Indenture Trustee), including any Vice President, assistant secretary or other
officer or assistant officer of the Indenture Trustee customarily performing
functions similar to those performed by the people who at such time shall be
officers, respectively, or to whom any corporate trust matter is referred at the
Corporate Trust Office of the Indenture Trustee because of his knowledge of and
familiarity with the particular subject.

       "SALE AND SERVICING AGREEMENT" means the Sale and Servicing Agreement,
dated as of the date hereof, among the Issuer, the Depositor, the Indenture
Trustee and the Servicer, substantially in the form of EXHIBIT A hereto.

       "SELLER" means Premier Auto Finance, L.P., in its capacity as Seller
under the Transfer and Sale Agreement, and any successors and assigns.

       "SERVICER" means Premier Auto Finance, Inc., in its capacity as Servicer
under the Sale and Servicing Agreement, and any Successor Servicer thereunder.

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


                                       8
<PAGE>

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

       "TRUST AGREEMENT" means the Trust Agreement, dated as of the date hereof,
between the Depositor and the Owner Trustee.

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

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

       "UNITED STATES" means the United States of America.

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

       SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

       "COMMISSION" means the Securities and Exchange Commission.

       "INDENTURE SECURITIES" means the Notes.

       "INDENTURE SECURITY HOLDER" means a Noteholder.

       "INDENTURE TO BE QUALIFIED" means this Indenture.

       "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Indenture
Trustee.

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

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

       SECTION 1.03.  RULES OF CONSTRUCTION.  Unless the context otherwise
requires:

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

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

               (iii)  "OR" is not exclusive;


                                       9
<PAGE>

              (iv) "INCLUDING" means including without limitation;

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

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

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

                                    ARTICLE TWO


                                     THE NOTES

       SECTION 2.01. FORM. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class B Notes, in each case together with the Indenture
Trustee's certificate of authentication, shall be in substantially the forms set
forth as Exhibits to this Indenture with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Note.

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

       SECTION 2.02. EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

       The Indenture Trustee shall, upon receipt of an Issuer Order,
authenticate and deliver for original issue (i) Class A-1 Notes in an aggregate
principal amount of $_________, (ii) Class A-2 Notes in an aggregate principal
amount of $___________, (iii) Class A-3 Notes in an aggregate principal amount
of $___________, and (iv) Class B Notes in an aggregate principal amount of


                                       10
<PAGE>

$______________. The aggregate principal amount of Class A-1 Notes, Class A-2
Notes, Class A-3 Notes and Class B Notes Outstanding at any time may not exceed
such respective amounts, except as otherwise provided in SECTION 2.05.

       Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples of $1,000 in excess thereof.

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

       SECTION 2.03. TEMPORARY NOTES. Pending the preparation of Book-Entry
Notes or Definitive Notes, the Issuer may execute, and upon receipt of an Issuer
Order the Indenture Trustee shall authenticate and deliver, temporary Notes that
are printed, lithographed, typewritten, mimeographed or otherwise produced, of
the tenor of the definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

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

       SECTION 2.04. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Note Registrar shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee shall be "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

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


                                       11
<PAGE>

addresses of the Holders of the Notes and the principal amounts and the amounts
and number of such Notes.

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

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

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

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

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

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

       SECTION 2.05. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by them to hold the Issuer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a
protected purchaser, within the meaning of Section 8-303 of the UCC, the Issuer
shall execute and upon its request the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a replacement Note of the same Class and denomination;


                                       12
<PAGE>

PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable,
instead of issuing a replacement Note, the Issuer may pay such destroyed, lost
or stolen Note when so due or payable without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a protected purchaser, within
the meaning of Section 8-303 of the UCC, of the original Note in lieu of which
such replacement Note was issued presents for payment such original Note, the
Issuer, and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, within
the meaning of Section 8-303 of the UCC, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

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

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

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

       SECTION 2.06. PERSONS DEEMED OWNER. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, and any
of their respective agents may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
none of the Issuer, the Indenture Trustee nor any of their respective agents
shall be bound by notice to the contrary.

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

               (a) Each Class of Notes shall accrue interest at the related
Interest Rate, and such interest shall be payable on each Distribution Date as
specified therein. Any installment of interest or principal, if any, payable on
any Note which is punctually paid or duly provided for by the Issuer on the
applicable Distribution Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the Record Date, by check
mailed first-class, postage prepaid, to such Person's address as it appears on
the Note Register on such Record Date, except that, unless Definitive Notes have
been issued pursuant to SECTION 2.11,


                                       13
<PAGE>

with respect to the Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment will be made by wire transfer in immediately available funds to the
account designated by such nominee, except for the final installment of
principal payable with respect to such Note on a Distribution Date or on the
related Final Distribution Date, as the case may be, which shall be payable as
provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with SECTION 3.03.

               (b) The principal of each Note shall be payable on each
Distribution Date to the extent provided in the form of the related Note set
forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid,
on the date on which the maturity of the Notes has been accelerated in the
manner provided in SECTION 5.02. All principal payments on each Class of Notes
shall be made pro rata to the Noteholders of such Class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of and interest
on such Note will be paid. Such notice shall be mailed as provided in SECTION
10.02 not later than three Business Days after such Record Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with mandatory prepayments of Notes shall be mailed to Noteholders as provided
in SECTION 10.02.

       SECTION 2.08. CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it, provided that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.

       SECTION 2.09. BOOK-ENTRY NOTES. The Notes, upon original issuance, will
be issued in the form of a typewritten Note or Notes representing the Book-Entry
Notes, to be delivered to DTC, the initial Depository, by, or on behalf of, the
Issuer. Such Notes shall initially be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Noteholder will receive a Definitive Note representing such Noteholder's
interest in such Note, except as provided in SECTION 2.11. Unless and until
definitive, fully registered Notes (the "Definitive Notes") have been issued to
Noteholders pursuant to SECTION 2.11:

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


                                       14
<PAGE>

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

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

               (iv) the rights of Noteholders shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such Noteholders and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Indenture to actions by the
Noteholders shall refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in this
Indenture to distributions, notices, reports and statements to the Noteholders
shall refer to distributions, notices, reports and statements to the Clearing
Agency, as registered holder of the Notes, as the case may be, for distribution
to the Noteholders in accordance with the procedures of the Clearing Agency.
Pursuant to the Note Depository Agreement, unless and until Definitive Notes are
issued pursuant to SECTION 2.11, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants;

               (v) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Noteholders evidencing a
specified percentage of the Outstanding Amount, the Clearing Agency shall be
deemed to represent such percentage only to the extent that it has received
instructions to such effect from Noteholders 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; and

               (vi) without the consent of the Issuer and the Indenture Trustee,
no such Note may be transferred by the Clearing Agency except to a successor
Clearing Agency that agrees to hold such Note for the account of the Owners or
except upon the election of the Owner thereof or a subsequent transferee to hold
such Note in physical form.

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

       SECTION 2.10. NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Noteholders pursuant to SECTION
2.11, the Indenture Trustee shall give all such notices and communications
specified herein to be given to Noteholders of the Notes to the Clearing Agency,
and shall have no obligation to the Noteholders.

       SECTION 2.11. DEFINITIVE NOTES. If (i)(A) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities as described in the Note
Depository Agreement, and (B) Indenture Trustee or the Administrator is unable
to locate a qualified successor, (ii) the Administrator at its option advises


                                       15
<PAGE>

the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency, or (iii) after the occurrence of an Event of
Default or Servicer Default, the Noteholders representing not less than 50% of
the Outstanding Amount of such Class of Notes advises the Indenture Trustee and
the Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the related Noteholders, then the Indenture Trustee shall
notify all Noteholders of the related Class of Notes, through the Clearing
Agency, of the occurrence of any such event and of the availability of
Definitive Notes of the related Class of Notes to Noteholders requesting the
same. Upon surrender to the Indenture Trustee of the Note or Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall
recognize the Noteholders of the Definitive Notes as Noteholders hereunder.

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

       SECTION 2.12. RELEASE OF COLLATERAL. Subject to SECTIONS 4.04, 8.04 and
11.01 and the terms of the Transaction Documents, the Indenture Trustee shall
release property from the lien of this Indenture only upon receipt of an Issuer
Request accompanied by an Officer's Certificate.

       SECTION 2.13. TAX TREATMENT. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness of the Issuer secured by the Collateral. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of its Note agree to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.


                                   ARTICLE THREE

                                     COVENANTS

       SECTION 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will duly and
punctually pay the principal of and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to SECTION 8.02(c), the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account on a Distribution Date deposited
therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the
Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class
A-2 Notes, to the Class A-2 Noteholders, (iii) for the benefit of the Class A-3
Notes, to the Class A-3 Noteholders, and (iv) for the benefit of the Class B
Notes, to the Class B Noteholders. Amounts properly


                                       16
<PAGE>

withheld under the Code by any Person from a payment to any Noteholder of
interest and/or principal shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.

       SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
in [NEW YORK, NEW YORK], an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes. The Issuer will give prompt written notice to the Indenture
Trustee of the location, and of any change in the location, of any such office
or agency. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.

       SECTION 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided in
SECTION 8.02, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Collection Account and the
Note Distribution Account pursuant to SECTION 8.02(b) shall be made on behalf of
the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts
so withdrawn from the Collection Account and the Note Distribution Account for
payments of Notes shall be paid over to the Issuer except as provided in this
Section.

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

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

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

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

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


                                       17
<PAGE>

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

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

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

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

       SECTION 3.04. EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States, in which
case the Issuer will keep in full effect its existence, rights and franchises
under the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Collateral.


                                       18
<PAGE>

       SECTION 3.05. PROTECTION OF COLLATERAL. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the Noteholders to be prior to all other liens in respect of the
Collateral, and the Issuer shall take all actions necessary to obtain and
maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders,
a first lien on and a first priority, perfected security interest in the
Collateral. The Issuer will from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
all as prepared by the Servicer and delivered to the Issuer, and will take such
other action necessary or advisable to:

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

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

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

               (iv) enforce any of the Collateral;

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

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

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute all financing statements, continuation statements or
other instruments required to be executed pursuant to this Section.

       SECTION 3.06.  OPINIONS AS TO COLLATERAL.

               (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of
such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to create and continue the
Indenture Trustee's first priority perfected security interest in the Collateral
for the benefit of the Noteholders, and reciting the details of such filings or
(ii) no such action shall be necessary to perfect such security interest; and

               (b) Within 90 days after the beginning of each calendar year
beginning with the first calendar year beginning more than three months after
the Cut-Off Date, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel, dated as of a date during such 90-day period, to the effect that, in
the opinion of such counsel, either (i) all financing statements and
continuation statements have been executed and filed that are necessary to
create and continue the Indenture Trustee's first priority perfected security
interest in the Collateral for the benefit of the Noteholders, and reciting the
details of such filings or referring to prior Opinions of Counsel


                                       19
<PAGE>

in which such details are given, or (ii) no such action shall be necessary to
perfect such security interest.

       SECTION 3.07.  PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS.

               (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any such Person's material covenants or obligations under any
instrument or agreement included in the Collateral or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in the Transaction Documents or such other instrument or
agreement.

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

               (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements included in the Collateral,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within the
time periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Transaction Document or any provision thereof without the consent
of the Indenture Trustee or the Holders of at least a majority of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, voting as a single class, or if there are no Class A-1 Notes, Class A-2
Notes or Class A-3 Notes outstanding, the Holders of at least a majority of the
Outstanding Amount of the Class B Notes; PROVIDED that no such amendment shall
(i) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are
required to consent to any such amendment, without the consent of the Holders of
all the Outstanding Notes.

               (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Default, the Issuer shall promptly notify the Indenture Trustee and
each Rating Agency thereof. Upon any termination of the Servicer's rights and
powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly
notify the Indenture Trustee. As soon as a successor Servicer is appointed, the
Issuer shall notify the Indenture Trustee and the Rating Agencies of such
appointment, specifying in such notice the name and address of such successor
Servicer.

       SECTION 3.08. NEGATIVE COVENANTS. Until the Termination Date, the Issuer
shall not:

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


                                       20
<PAGE>

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

               (iii) (A) permit the validity or effectiveness of this Indenture
       to be impaired, or permit the lien created by this Indenture to be
       amended, hypothecated, subordinated, terminated or discharged, or permit
       any Person to be released from any covenant; or obligations with respect
       to the Notes under this Indenture except as may be expressly permitted
       hereby, (B) permit any lien, charge, excise, claim, security interest,
       mortgage or other encumbrance (other than the lien of this Indenture) to
       be created on or extend to or otherwise arise upon or burden the
       Collateral or any part thereof or any interest therein or the proceeds
       thereof (other than tax liens, mechanics' liens and other liens that
       arise by operation of law, in each case on a Financed Vehicle and arising
       solely as a result of an action or omission of the related Obligor) or
       (C) permit the lien created by this Indenture not to constitute a valid
       first priority (other than with respect to any such tax, mechanics' or
       other lien) security interest in the Collateral; or

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

       SECTION 3.09. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver
to the Indenture Trustee, on or before 120 days after the end of each fiscal
year of the Issuer (commencing with the fiscal year ended December 31, 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 such year 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 the compliance of any such condition or covenant, specifying
       each such default known to such Authorized Officer and the nature and
       status thereof.

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

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

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


                                       21
<PAGE>

       covenant of this Indenture and each other Transaction Document on the
       part of the Issuer to be performed or observed, all as provided herein;

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

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

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

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

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

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

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

               (i) the Person that acquires by conveyance to transfer the
       properties and assets of the Issuer shall (A) be a United States citizen
       or a Person organized and existing under the laws of the United States or
       any State, (B) expressly assume, by an indenture supplemental hereto,
       executed and delivered to the Indenture Trustee, in form and substance
       satisfactory to the Indenture Trustee, the due and punctual payment of
       the principal of and interest on all Notes and the performance or
       observance of every agreement and covenant of this Indenture and each
       other Transaction Document on the part of the Issuer to be performed or
       observed, all as provided herein, (C) expressly agree by means of such
       supplemental indenture that all right, title and interest so conveyed or
       transferred shall be subject and subordinate to the rights of Holders of
       the Notes, (D) unless otherwise provided in such supplemental indenture,
       expressly agree to indemnify, defend and hold harmless the Issuer against
       and from any loss, liability or expense arising under or related to this
       Indenture and the Notes and (E) expressly agree by means of such
       supplemental indenture that such Person (or if a group of persons, then
       one specified


                                       22
<PAGE>

       Person) shall prepare (or cause to be prepared) and make all filings with
       the Commission (and any other appropriate Person) required by the
       Exchange Act in connection with the Notes;

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

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

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

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

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

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

       SECTION 3.11.  SUCCESSOR OR TRANSFEREE.

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

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

       SECTION 3.12. NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Contracts in the manner contemplated by this Indenture and the other Transaction
Documents and activities incidental thereto.


                                       23
<PAGE>

       SECTION 3.13. NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted
by or arising under the other Transaction Documents.

       SECTION 3.14. SERVICER'S OBLIGATIONS. The Issuer shall cause the Servicer
to comply with its obligations under the Sale and Servicing Agreement.

       SECTION 3.15. GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES. Except as
otherwise contemplated by the Transaction Documents, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuming 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, any
other interest in, or make any capital contribution to, any other Person.

       SECTION 3.16.  CAPITAL EXPENDITURES.  The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

       SECTION 3.17. RESTRICTED PAYMENTS. Except as permitted by the Transaction
Documents, the Issuer shall not, directly or indirectly, (i) pay any dividend or
make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner
of a beneficial interest in the Issuer or otherwise with respect to any
ownership or equity interest or security in or of the Issuer or to the Servicer,
(ii) redeem, purchase, retire or otherwise acquire for value any such ownership
or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or
cause to be made, (A) distributions to the Servicer, the Depositor, the Owner
Trustee and the Certificateholders as contemplated by, and to the extent funds
are available for such purpose under, the Sale and Servicing Agreement or the
Trust Agreement and (B) payments to the Indenture Trustee and the Owner Trustee
pursuant to SECTION 1(a)(ii) of the Administration Agreement. The Issuer will
not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the other
Transaction Documents.

       SECTION 3.18. NOTICE OF EVENTS OF DEFAULT. The Issuer agrees to give the
Indenture Trustee and each Rating Agency prompt written notice of each Event of
Default hereunder and each Servicer Default under the Sale and Servicing
Agreement.

       SECTION 3.19. FURTHER INSTRUMENTS AND ACTS. Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

       SECTION 3.20. COMPLIANCE WITH LAWS. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Transaction Document.


                                       24
<PAGE>

       SECTION 3.21. AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST
AGREEMENT. The Issuer shall not agree to any amendment to SECTION 11.01 of the
Trust Agreement to eliminate the requirements thereunder that the Indenture
Trustee or the Holders of the Notes consent to amendments thereto as provided
therein.

       SECTION 3.22. REMOVAL OF ADMINISTRATOR. So long as any Notes are issued
and outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection with
such removal.


                                    ARTICLE FOUR

                             SATISFACTION AND DISCHARGE

       SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) SECTIONS 3.01, 3.02, 3.03, 3.04,
3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.20 and 3.21, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under SECTION 6.07 and the obligations of the
Indenture Trustee under SECTION 4.02) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

               (A)    either

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

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

                              (i) have become due and payable, or

                              (ii) will become due and payable at the their
               respective final Distribution Dates within one year, or

                              (iii) are subject to mandatory prepayment within
               one year under arrangements satisfactory to the Indenture Trustee
               for the giving of notice of prepayment by the Indenture Trustee
               in the name, and at the expense, of the Issuer, and the Issuer,
               in the case of (i), (ii) or (iii) above, has irrevocably
               deposited or caused to be irrevocably deposited with the
               Indenture Trustee cash or


                                       25
<PAGE>

               direct obligations of or obligations guaranteed by the United
               States (which will mature prior to the date such amounts are
               payable), in trust in an Eligible Account for such purpose, in an
               amount sufficient to pay and discharge the entire unpaid
               principal and accrued interest on such Note not theretofore
               delivered to the Indenture Trustee for cancellation when due on
               their respective final scheduled Distribution Date (if Notes
               shall be subject to mandatory prepayment pursuant to SECTION
               10.01(a)), as the case maybe;

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

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

       SECTION 4.02. APPLICATION OF TRUST MONEY. All moneys deposited with the
Indenture Trustee pursuant to SECTION 4.01 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Holders of the particular Notes for the payment of which
such moneys have been deposited with the Indenture Trustee, of all sums due and
to become due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

       SECTION 4.03. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Indenture Trustee to be held and applied according
to SECTION 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

       SECTION 4.04. RELEASE OF COLLATERAL. Subject to SECTION 11.01 and the
terms of the Transaction Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer's Certificate and an Opinion of Counsel and
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or
an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates.

       SECTION 4.05. DURATION OF THE POSITION OF THE INDENTURE TRUSTEE FOR THE
BENEFIT OF CERTIFICATEHOLDERS. Notwithstanding (i) the earlier payment in full
of all principal and interest due to the Noteholders under the terms of the
Notes of each Class, (ii) the cancellation of the Notes pursuant to SECTION 2.08
and (iii) the discharge of the Indenture Trustee's duties hereunder with respect
to the Notes, the Indenture Trustee shall continue to act in the capacity of the


                                       26
<PAGE>

Indenture Trustee hereunder for the benefit of the Certificateholders, and the
Indenture Trustee, for the benefit of the Certificateholders, shall comply with
its obligations under the Sale and Servicing Agreement, as appropriate, until
such time as all distributions in respect of the Certificate Balance and
interest due to the Certificateholders have been paid in full.


                                    ARTICLE FIVE

                                      REMEDIES

       SECTION 5.01. EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (i) default in the payment of any interest on any Note when the
same becomes due and payable, and such default shall continue for a period of
five days;

               (ii) default in the payment of the unpaid amount of any Class of
Notes on the final Distribution Date for such Class;

               (iii) default in the observance or performance of any covenant or
agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this Section specifically dealt with) which default has a material adverse
effect on the Noteholders, or any representation or warranty of the Issuer made
in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such default
shall continue or not be cured, or the circumstance or condition in respect of
which such misrepresentation or warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 60 days after there shall have
been given, by registered or certified mail, to the Indenture Trustee by the
Holders of at least 25% of the Outstanding Amount of the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, taken together as a single class, or,
if there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes Outstanding,
by the Holders of at least 25% of the Outstanding Amount of the Class B Notes a
written notice specifying such default or incorrect representation or warranty
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder;

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


                                       27
<PAGE>

               (v) the commencement by the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by the Issuer to the entry of an order for
relief in an involuntary case under any such law, or the consent by the Issuer
to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Collateral, or the making by the Issuer of any general
assignment for the benefit of creditors, or the failure by the Issuer generally
to pay its debts as such debts become due, or the taking of action by the Issuer
in furtherance of any of the foregoing.

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

       SECTION 5.02. RIGHTS UPON EVENT OF DEFAULT. If an Event of Default shall
have occurred and be continuing, other than an Event of Default described in
SECTION 5.01(iv) or (v) above, the Indenture Trustee or Holders holding Class
A-1 Notes, Class A-2 Notes or Class A-3 Notes representing not less than 50% of
the aggregate Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and
the Class A-3 Notes or, if there are no Class A-1 Notes, Class A-2 Notes or
Class A-3 Notes Outstanding, Holders holding Class B Notes representing not less
than 50% of the Outstanding Amount of the Class B Notes may declare the
principal amount of the Notes immediately due and payable at par. At any time
after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter in this ARTICLE 5, PROVIDED, Holders holding
Class A-1 Notes, Class A-2 Notes or Class A-3 Notes representing not less than
50% of the aggregate Outstanding Amount of the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes or, if there are no Class A-1 Notes, Class A-2
Notes or Class A-3 Notes Outstanding, Holders holding Class B Notes representing
not less than 50% of the Outstanding Amount of the Class B Notes may rescind
such declaration if (i) the Issuer has made all payments of principal of and
interest on all Notes when the same becomes due and payable and (ii) the Issuer
has paid all amounts due and payable to the Indenture Trustee. If an Event of
Default described in SECTION 5.01(iv) or (v) shall have occurred and be
continuing, the principal amount of the Notes shall become immediately due and
payable.

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

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


                                       28
<PAGE>

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

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

               (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Collateral, Proceedings under Title 11 of the United States 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 case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

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

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

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

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


                                       29
<PAGE>

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, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Trustee except as a result of negligence or bad faith.

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

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

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

       SECTION 5.04. REMEDIES. If an Event of Default shall have occurred and be
continuing, the Indenture Trustee (subject to SECTION 5.05) may do one or more
of the following:

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

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

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


                                       30
<PAGE>

               (iv) sell the Collateral or any portion thereof or rights or
interest therein, at one or more public or private sales called and conducted in
any manner permitted by law; PROVIDED, HOWEVER, that the Indenture Trustee may
not sell or otherwise liquidate the Collateral following an Event of Default,
unless (A) the Holders of 100% of the Outstanding Amount of the Notes, consent
thereto, (B) the proceeds of such sale or liquidation distributable to the
Noteholders are sufficient to discharge in full all amounts then due and unpaid
upon such Notes for principal and interest or (C) there has been an Event of
Default described in SECTION 5.01(i) or (ii) and the Indenture Trustee
determines that the Collateral will not continue to provide sufficient funds for
the payment of principal of and interest on the Notes as they would have become
due if the Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of Holders representing not less than 66-2/3% of the
Outstanding Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Collateral for such purpose.

       SECTION 5.05. OPTIONAL PRESERVATION OF THE CONTRACTS. Following an Event
of Default and such Event of Default has not been rescinded and annulled, the
Indenture Trustee may, but need not, elect to maintain possession of the
Collateral. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal and interest
on the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Collateral. In
determining whether to maintain possession of the Collateral, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Collateral
for such purpose.

       SECTION 5.06.  PRIORITIES.

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

               (i)    amounts due and owing to the Indenture Trustee pursuant to
       SECTION 6.07; and

               (ii) to the Collection Account for distribution pursuant to the
       priorities described in SECTION 7.03(a) of the Sale and Servicing
       Agreement and not previously distributed, in the order of such priorities
       and without preference or priority of any kind within such priorities.

       SECTION 5.07. LIMITATION OF SUITS. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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


                                       31
<PAGE>

               (ii) the Holders of not less than 25% of the Outstanding Amount
of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes or, if there
are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes Outstanding, Holders
of not less than 25% of the Outstanding Amount of the Class B Notes have made
written request to the Indenture Trustee to institute such Proceeding in respect
of such Event of Default in its own name as Indenture Trustee hereunder;

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

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

               (v) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Holders of a
majority of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, voting together as a single class, or, if there are no
Class A-1 Notes, Class A-2 Notes or Class A-3 Notes Outstanding, Holders of a
majority of the Outstanding Amount of the Class B Notes.

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

       In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes or the Class B Notes, as
the case may be, the Indenture Trustee in its sole discretion may determine that
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.

       SECTION 5.08. UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in the Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

       SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Indenture Trustee
and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights


                                       32
<PAGE>

and remedies of the Indenture Trustee and the Noteholders shall continue as
though no such Proceeding had been instituted.

       SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

       SECTION 5.11. DELAY OR OMISSION NOT A WAIVER. No delay or omission of the
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default of Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this ARTICLE FIVE or by
law to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

       SECTION 5.12. CONTROL BY NOTEHOLDERS. The Holders representing more than
50% of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and
the Class A-3 Notes, or, if there are no Class A-1 Notes, Class A-2 Notes or
Class A-3 Notes Outstanding, Holders representing more than 50% of the
Outstanding Amount of the Class B Notes shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

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

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

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

               (v) such direction shall be in writing.


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


                                       33
<PAGE>

       SECTION 5.13. WAIVER OF PAST DEFAULTS. In the case of any waiver of an
Event of Default, the Issuer, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other 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, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

       SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (i) any suit instituted by the
Indenture Trustee, (ii) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, or, if there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes
Outstanding, any Noteholder or group of Noteholders holding in the aggregate 10%
of the Outstanding Amount of the Class B Notes or (iii) any suit instituted by
any Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in this
Indenture.

       SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantages of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

       SECTION 5.16. ACTION ON NOTES. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of
the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with SECTION 5.06.

       SECTION 5.17.  PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

               (a) Promptly following a request from the Indenture Trustee to do
so and at the Administrator's expense, the Issuer shall take all such lawful
action as the Indenture Trustee


                                       34
<PAGE>

may request to compel or secure the performance and observance by the Depositor
and the Servicer, as applicable, of each of their respective obligations to the
Issuer under or in connection with the Sale and Servicing Agreement in
accordance with the terms thereof, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection
with the Sale and Servicing Agreement to the extent and in the manner directed
by the Indenture Trustee, including the transmission of notices of default on
the part of the Depositor or the Servicer thereunder and the institution of
legal of administrative actions or proceedings to compel or secure performance
by the Depositor or the Servicer of each of their respective obligations under
the Sale and Servicing Agreement.

               (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing, including facsimile) of the Holders representing not less than 66-2/3%
of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, voting together as a single class, or, if there are no Class
A-1 Notes, Class A-2 Notes or Class A-3 Notes Outstanding, Holders representing
not less than 66 2/3% of the Outstanding Amount of the Class B Notes shall,
foreclose upon its security interest in the Issuer's rights under the Sale and
Servicing Agreement and exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Depositor or the Servicer under or in
connection with the Sale and Servicing Agreement, including the right or power
to take any action to compel or secure performance or observance by the
Depositor or the Servicer of each of their obligations to the Issuer thereunder
and to give any consent, request, notice, direction, approval, extension or
waiver under the Sale and Servicing Agreement, and any right of the Issuer to
take such action shall be suspended.


                                    ARTICLE SIX

                               THE INDENTURE TRUSTEE

       SECTION 6.01.  DUTIES OF INDENTURE TRUSTEE.

               (a) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and the Sale and Servicing Agreement and in the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

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

                      (ii) in the absence of bad faith or manifest error on its
       part, the Indenture Trustee may conclusively rely, as to the truth of the
       statements and the


                                       35
<PAGE>

       correctness of the opinions expressed therein, upon certificates or
       opinions furnished to the Indenture Trustee and conforming to the
       requirements of this Indenture; however, the Indenture Trustee shall
       examine the certificates and opinions to determine whether or not they
       conform to the requirements of this Indenture and the other Transaction
       Documents to which the Indenture Trustee is a party.

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

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

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

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

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

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

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

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

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

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

       SECTION 6.02.  RIGHTS OF INDENTURE TRUSTEE.

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


                                       36
<PAGE>

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

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

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

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

               (f) The Indenture Trustee shall be under no obligation to
institute, conduct or defend any litigation under this Indenture or in relation
to this Indenture or exercise any remedy under SECTION 5.05(i) through (iv) at
the request, order or direction of any of the Holders of Notes, pursuant to the
provisions of this Indenture, unless such Holders of Notes shall have offered to
the Indenture Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby; provided,
however, that the Indenture Trustee shall, upon the occurrence of an Event of
Default (that has not been cured), exercise the rights and powers vested in it
by this Indenture in a manner consistent with SECTION 6.01.

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

       SECTION 6.03. INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture


                                       37
<PAGE>

Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights. However, the Indenture Trustee is required to
comply with SECTION 6.11.

       SECTION 6.04. INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Collateral or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in this Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

       SECTION 6.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing
and if it is known or written notice of the existence thereof has been delivered
to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall
mail to each Noteholder notice of the Default within 90 days after such
knowledge or notice occurs. Except in the case of a Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.

       SECTION 6.06. REPORTS BY INDENTURE TRUSTEE TO HOLDERS. Within the
prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of this Indenture, the Indenture Trustee shall
deliver to each Noteholder such information, including without limitation, IRS
Form 1099, as may be required to enable such holder to prepare its federal and
state income tax returns.

       SECTION 6.07. COMPENSATION AND INDEMNITY. The Issuer shall pay or shall
cause the Servicer to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall or shall cause the Servicer to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, counsel, accountants and experts.
The Issuer shall indemnify or shall cause the Servicer to indemnify the
Indenture Trustee against any and all loss, liability or expense (including
attorneys' fees) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder. The Indenture Trustee shall
notify the Issuer and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Servicer shall not relieve the Issuer or the Servicer of its obligations
hereunder. The Issuer shall defend or shall cause the Servicer to defend any
such claim, and the Indenture Trustee may have separate counsel and the Issuer
shall pay or shall cause the Servicer to pay the fees and expenses of such
counsel. Neither the Issuer nor the Servicer need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith.

       The Servicer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in
SECTION 5.01(iv) or (v) with respect to the Issuer,


                                       38
<PAGE>

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.

       SECTION 6.08. REPLACEMENT OF INDENTURE TRUSTEE. The Indenture Trustee may
resign at any time by so notifying the Issuer and the Servicer. The Holders of a
majority of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, voting as a single class, or, if there are no Class A-1
Notes, Class A-2 Notes or Class A-3 Notes Outstanding, Holders of a majority of
the Outstanding Amount of the Class B Notes may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

       If the Indenture Trustee gives notice of its intent to resign or is
removed or if a vacancy exists in the office of the 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.

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


                                       39
<PAGE>

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

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

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

       SECTION 6.09. SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such corporation or banking association shall be otherwise qualified and
eligible under SECTION 6.11. The Indenture Trustee shall provide each Rating
Agency prompt notice of any such transaction.

       In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture, any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor Indenture Trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

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

               (a) Notwithstanding any other provision of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Collateral may at the time be located, the Indenture
Trustee and the Administrator acting jointly shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a
co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture
Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or
any part of the Issuer, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Collateral, or any
part hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee and the
Administrator may consider necessary or desirable. If the Administrator shall
not have joined in such appointment within 15


                                       40
<PAGE>

days after the receipt by it of a request so to do, the Indenture Trustee alone
shall have the power to make such appointment. No co-Indenture Trustee or
separate Indenture Trustee hereunder shall be required to meet the terms of
eligibility of a successor Indenture Trustee under SECTION 6.11 and no notice to
Noteholders of the appointment of any co-Indenture Trustee or separate Indenture
Trustee shall be required under SECTION 6.08.

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

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

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

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

               (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate
Indenture Trustees and co-Indenture Trustees, as effectively as if given to each
of them. Every instrument appointing any separate Indenture Trustee or
co-Indenture Trustee shall refer to this Agreement and the conditions of this
Article. Each separate Indenture Trustee and co-Indenture Trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of co-appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all the provisions
of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of or affording protection
to, the Indenture Trustee. Every such instrument shall be filed with the
Indenture Trustee and a copy thereof given to the Administrator.

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


                                       41
<PAGE>

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

       SECTION 6.11. ELIGIBILITY. (a) The Indenture Trustee shall at all times
satisfy the requirements of TIA Section 310(a). The Indenture Trustee hereunder
shall at all times be a financial institution organized and doing business under
the laws of the United States of America or any state, authorized under such
laws to exercise corporate trust powers, whose long term unsecured debt is rated
at least Baa3 by Moody's and shall have a combined capital and surplus of at
least $50,000,000 or shall be a member of a bank holding system the aggregate
combined capital and surplus of which is $50,000,000 and subject to supervision
or examination by federal or state authority, provided that the Indenture
Trustee's separate capital and surplus shall at all times be at least the amount
required by SECTION 310(a)(2) of the TIA. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of a
supervising or examining authority, then for the purposes of this SECTION 6.11,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

               (b) If a Default occurs and is continuing and the Indenture
Trustee is deemed to have a conflicting interest as a result of acting as
trustee for both the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes and the Class B Notes, the Issuer shall appoint a successor Indenture
Trustee for the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes or
a successor for the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes
and a successor for the Class B Notes so that there will be separate Indenture
Trustees for the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes
and for the Class B Notes. No such event shall alter the voting rights of the
Noteholders under this Indenture or under any of the other Transaction
Documents.

               (c) In the case of an appointment hereunder of a successor
Indenture Trustee with respect to any Class of Notes, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Class of Notes
shall execute and deliver an indenture supplement hereto wherein the successor
Indenture Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, the successor Indenture Trustee all rights, powers, trusts and duties
of the retiring Indenture Trustee with respect to the Notes of such Class as to
which the appointment of such Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the retiring Indenture
Trustee and (iii) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Indenture Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Indenture
Trustees co-trustees of the same trust and that each such Indenture Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Indenture Trustee; and
upon execution and delivery of such supplemental indenture the resignation or
removal of the retiring Indenture Trustee shall become effective to the extent
provided therein.


                                       42
<PAGE>

               In case at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of this SECTION 6.11, the Indenture
Trustee shall resign immediately in the manner and with the effect specified in
SECTION 6.08. The Indenture Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities of
the Issuer are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

       SECTION 6.12. PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES. The
Indenture Trustee shall use its best efforts to maintain the effectiveness of
all licenses required under the Pennsylvania Motor Vehicle Sales Finance Act in
connection with this Indenture and the transactions contemplated hereby until
the lien and security interest of this Indenture shall no longer be in effect in
accordance with the terms hereof.

       SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.


                                   ARTICLE SEVEN

                           NOTEHOLDERS' LISTS AND REPORTS

       SECTION 7.01. ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (i) not more than five days after the earlier of (a) each Record Date
and (b) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date and (ii) at such other times as the Indenture
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request, a list of similar form and content as of a date not more than
ten days prior to the time such list is furnished; provided, however, that so
long as the Indenture Trustee is the Note Registrar, no such list shall be
required to be furnished.

       SECTION 7.02.  PRESERVATION OF INFORMATION: COMMUNICATION TO NOTEHOLDERS.

               (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
SECTION 7.01 and the names and addresses of Noteholders received by the
Indenture Trustee in its capacity as Note Registrar and shall otherwise comply
with TIA Section 312(a). The Indenture Trustee may destroy any list furnished to
it as provided in such SECTION 7.01 upon receipt of a new list so furnished.

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

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


                                       43
<PAGE>

       SECTION 7.03.  REPORTS BY ISSUER.

               (a) The Issuer shall:

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

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

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

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

       SECTION 7.04. REPORTS BY INDENTURE TRUSTEE. If required by TIA Section
313(a), within 60 days after January 31 beginning with January 31, 2001, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

       On each Distribution Date, the Indenture Trustee shall include with each
payment to each Noteholder a copy of the statement for the related Collection
Period provided to the Indenture Trustee pursuant to SECTION 9.06 of the Sale
and Servicing Agreement.


                                   ARTICLE EIGHT

                        ACCOUNTS, DISBURSEMENTS AND RELEASES

       SECTION 8.01. COLLECTION OF MONEY. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other


                                       44
<PAGE>

property payable to or receivable by the Indenture Trustee pursuant to this
Indenture. The Indenture Trustee shall apply all such money received by it as
provided in this Indenture and the Sale and Servicing Agreement. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Collateral, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate Proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in ARTICLE FIVE.

       SECTION 8.02.  TRUST ACCOUNTS.

               (a) On or prior to the Closing Date, the Indenture Trustee, for
the benefit of the Noteholders and the Certificateholders, shall establish and
maintain the Trust Accounts as provided in SECTION 5.05 of the Sale and
Servicing Agreement.

               (b) All Available Amounts with respect to each Due Period will be
deposited in the Collection Account as provided in SECTION 5.05 of the Sale and
Servicing Agreement. On or before each Distribution Date, all amounts required
to be deposited in the Note Distribution Account with respect to the preceding
Due Period pursuant to SECTION 7.04 of the Sale and Servicing Agreement will be
transferred from the Collection Account and/or the Reserve Account to the Note
Distribution Account.

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

               (i) to the Class A-1 Noteholders, accrued and unpaid interest on
       the outstanding principal amount of the Class A-1 Notes, to the Class A-2
       Noteholders, accrued and unpaid interest on the outstanding principal
       amount of the Class A-2 Notes and to the Class A-3 Noteholders, accrued
       and unpaid interest on the outstanding principal amount of the Class A-3
       Notes; PROVIDED, HOWEVER, that if there are insufficient funds on deposit
       in the Note Distribution Account to pay the entire amount of accrued and
       unpaid interest then due on the Class A-1 Notes, Class A-2 Notes and
       Class A-3 Notes, the amount in the Note Distribution Account shall be
       applied to the payment of interest on the Class A-1 Notes, the Class A-2
       Notes and the Class A-3 Notes pro rata on the basis of the respective
       aggregate amounts of interest due and unpaid on the Class A-1 Notes,
       Class A-2 Notes and Class A-3 Notes, respectively;

               (ii) unless otherwise provided in clause (iv) below, to the Class
       B Noteholders, accrued and unpaid interest on the outstanding principal
       amount of the Class B Notes;

               (iii) unless otherwise provided in clause (iv) or (v) below, the
       Note Principal Distributable Amount with respect to such Distribution
       Date shall be applied as follows:


                                       45
<PAGE>

                         (A) to the Class A-1 Noteholders in reduction of the
          Outstanding Amount of the Class A-1 Notes until the Outstanding Amount
          of the Class A-1 Notes is reduced to zero;

                         (B) to the Class A-2 Noteholders in reduction of the
          Outstanding Amount of the Class A-2 Notes until the Outstanding Amount
          of the Class A-2 Notes is reduced to zero;

                         (C) to the Class A-3 Noteholders in reduction of the
          Outstanding Amount of the Class A-3 Notes until the Outstanding Amount
          of the Class A-3 Notes is reduced to zero; and

                         (D) to the Class B Noteholders in reduction of the
          Outstanding Amount of the Class B Notes until the Outstanding Amount
          of the Class B Notes is reduced to zero.

               (iv) if the Notes have been declared immediately due and payable
       as provided in SECTION 5.02 following the occurrence of an Event of
       Default in SECTION 5.01(I) or (II) until such time as the Notes have been
       paid in full, any funds remaining in the Note Distribution Account after
       the application described in SECTIONS 8.02(C)(I) shall be applied in the
       following order of priority:

                         (A) to the Class A-1 Noteholders, the Class A-2
          Noteholders and the Class A-3 Noteholders in reduction of the
          Outstanding Amounts of the Class A-1 Notes, the Class A-2 Notes and
          the Class A-3 Notes pro rata on the basis of the Outstanding Amounts
          of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes;

                         (B) to the Class B Noteholders, accrued and unpaid
          interest on the outstanding principal amount of the Class B Notes; and

                         (C) to the Class B Noteholders in reduction of the
          Outstanding Amount of the Class B Notes;

               (v) if the Notes have been declared immediately due and payable
       as provided in SECTION 5.02 following the occurrence of an Event of
       Default in SECTION 5.01(III), (IV) or (V) until such time as the Notes
       have been paid in full, any funds remaining in the Note Distribution
       Account after the applications described in SECTIONS 8.02(C)(I) and (II)
       shall be applied in the following order of priority:

                         (A) to the Class A-1 Noteholders, the Class A-2
          Noteholders and the Class A-3 Noteholders in reduction of the
          Outstanding Amounts of the Class A-1 Notes, the Class A-2 Notes and
          the Class A-3 Notes pro rata on the basis of the Outstanding Amounts
          of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes;
          and

                         (B) to the Class B Noteholders in reduction of the
          Outstanding Amount of the Class B Notes.


                                       46
<PAGE>

       SECTION 8.03.  GENERAL PROVISIONS REGARDING ACCOUNTS.

               (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Eligible Investments and reinvested by the Indenture Trustee upon
receipt of an order signed in the name of the Servicer by any one of its
Authorized Officers and delivered to the Indenture Trustee,, subject to the
provisions of SECTION 5.05 of the Sale and Servicing Agreement. Except as
otherwise provided in SECTION 5.05 of the Sale and Servicing Agreement, all
income or other gain from investments of moneys deposited in such Trust Accounts
shall be deposited by the Indenture Trustee in the Collection Account, and any
loss resulting from such investments shall be charged to the related Trust
Account. The Servicer will not direct the Indenture Trustee to make any
investment of any funds or to sell any investment held in any of the Trust
Accounts unless the security interest granted and perfected in such account will
continue to be perfected in such investment or the proceeds of such sale, in
either case without any further action by any Person, and, in connection with
any direction to the Indenture Trustee to make any such investment or sale, if
requested by the Indenture Trustee, the Servicer shall deliver to the Indenture
Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such
effect.

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

               (c) If (i) the Servicer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m., New York City time (or such other time as may be agreed
by the Issuer and Indenture Trustee), on any Business Day or (ii) a Default or
Event of Default shall have occurred and be continuing with respect to the Notes
but the Notes shall not have been declared due and payable pursuant to SECTION
5.02 or (iii) if such Notes shall have been declared due and payable following
an Event of Default, amounts collected or receivable from the Collateral are
being applied in accordance with SECTION 5.05 as if there had not been such a
declaration, then the Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in the Trust Accounts in one or more
Eligible Investments.

       SECTION 8.04.  RELEASE OF COLLATERAL.

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


                                       47
<PAGE>

               (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to SECTION
6.07 have been paid, release any remaining portion of the Collateral that
secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this SECTION 8.04(b) only upon receipt of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if
required by the TIA as so stated in the Opinion of Counsel) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the
applicable requirements of SECTION 11.01.

       SECTION 8.05. OPINION OF COUNSEL. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuer to take any action pursuant
to SECTION 8.04(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require, as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions for this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Collateral. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.


                                    ARTICLE NINE

                              SUPPLEMENTAL INDENTURES

       SECTION 9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

               (a) Without the consent of the Holders of any Notes and with
prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, and the other parties hereto at any time from
time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:

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

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


                                       48
<PAGE>

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

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

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

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

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

               (viii) to elect into the FASIT provisions of the Code, provided
       an Opinion of Counsel to the effect that such election will not adversely
       affect the Noteholders, is delivered to the Issuer and Indenture Trustee.

       The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

               (b) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Holders of the Notes
and with prior notice to each Rating Agency, 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 such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

       SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to each Rating Agency, and with the consent of the Holders of
not less than 50% of the Outstanding Amount of the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, voting together as a single class, or, if
there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes Outstanding,
with the consent of the Holders of not less than 50% of the Outstanding Amount
of the Class B Notes, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture;


                                       49
<PAGE>

provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

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

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

               (iii) modify or alter the provisions of the second proviso to the
definition of the term "Outstanding";

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

               (v) modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the other Transaction Documents cannot be modified or waived
without the consent of the Holder of each Outstanding Note affected thereby;

               (vi) modify any of the provisions of this Indenture in such
       manner as to affect the calculation of the amount of any payment of
       interest or principal due on any Note on any Distribution Date (including
       the calculation of any of the individual components of such calculation);
       or

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

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


                                       50
<PAGE>

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

       Promptly after the execution by the parties hereto of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the
Holders of the Notes to which such amendment or supplemental indenture relates a
notice setting forth in general terms the substance of such supplemental
indenture. Any failure of the Indenture Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

       SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Indenture Trustee shall be entitled to receive, and subject
to SECTIONS 6.01 and 6.02 shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

       SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
parties hereto and the Holders of the Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

       SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then in
effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

       SECTION 9.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


                                       51
<PAGE>

                                    ARTICLE TEN

                           MANDATORY PREPAYMENT OF NOTES

       SECTION 10.01. PREPAYMENT. In the event that the Seller pursuant to
SECTION 7.07 of the Sale and Servicing Agreement purchases the corpus of the
Trust, the Notes are subject to mandatory prepayment in whole, but not in part,
on the Distribution Date on which such repurchase occurs, in an amount equal to
the outstanding principal amount thereof, and accrued interest on the Notes;
PROVIDED, HOWEVER, that the Issuer has available funds sufficient to pay such
amounts. The Seller, the Servicer or the Issuer shall furnish each Rating Agency
notice of such prepayment. If the Notes are to be prepaid pursuant to this
SECTION 10.01, the Servicer or the Issuer shall furnish notice of such election
to the Indenture Trustee not later than 20 days prior to the Distribution Date
and the Issuer shall deposit with the Indenture Trustee in the Note Distribution
Account an amount equal to the Outstanding Amount of the Notes plus all accrued
and unpaid interest on the Notes whereupon all such Notes shall be due and
payable on the Distribution Date upon the furnishing of a notice complying with
SECTION 10.02 to each Holder of the Notes.

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

       All notices of mandatory prepayment shall state:

               (i) the Distribution Date on which the Notes will be prepaid; and

               (ii) the place where such Notes are to be surrendered for payment
in full (which shall be the office or agency of the Issuer to be maintained as
provided in SECTION 3.02).

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


                                   ARTICLE ELEVEN

                                   MISCELLANEOUS

       SECTION 11.01. COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

               (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have


                                       52
<PAGE>

been complied with, and (iii) (if required by the TIA as so stated in the
Opinion of Counsel) an Independent Certificate from a firm of certified public
accountants meeting the applicable requirements of this Section and TIA Section
314(c), except that, in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of
this Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

               (b) (i) Prior to the deposit of any Collateral or other property
or securities with the Indenture Trustee that is to be made the basis for
authentication and delivery of the Notes or the release of any property subject
to the lien created by this Indenture, the Issuer shall, in addition to any
obligation imposed in SECTION 11.01(a) or elsewhere in this Indenture, furnish
to the Indenture Trustee an Officer's Certificate certifying or stating the
opinion of the signer thereof such certificate as to the fair value (within 90
days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

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

               (iii) Other than with respect to any release described in clause
(A) or (B) of SECTION 11.01(b)(v), whenever any property or securities are to be
released from the lien created by


                                       53
<PAGE>

this Indenture, the Issuer shall also furnish to the Indenture Trustee an
Officer's Certificate certifying or stating the opinion of each person signing
such certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion
of such person the proposed release will not impair the security created by this
Indenture in contravention of the provisions hereof.

               (iv) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property or securities (other than property described in clauses (A) or (B) of
SECTION 11.01(b)(v)) released from the lien created by this Indenture since the
commencement of the then current fiscal year, as set forth in the certificates
required by clause (iii) above and this clause (iv), equals 10% or more of the
Outstanding Amount of the Notes, but such certificate need not be furnished in
the case of any release of property or securities if the fair value thereof as
set forth in the related Officer's Certificate is less than $25,000 or less than
one percent of the then Outstanding Amount of the Notes.

               (v) Notwithstanding any other provision of this Section, the
Issuer may, without compliance with the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of the Contracts and the Financed
Vehicles as and to the extent permitted or required by the Transaction Documents
and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Transaction Documents.

       SECTION 11.02. FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Person as to other matters, and any such Person may certify or given an opinion
as to such matters in one or several documents.

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

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


                                       54
<PAGE>

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

       SECTION 11.03. ACTS OF NOTEHOLDERS.

               (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to SECTION 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section.

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

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

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

       SECTION 11.04. NOTICES. All notices, demands, certificates, requests and
communications hereunder ("notices") shall be in writing and shall be effective
(a) upon receipt when sent through the U.S. mails, registered or certified mail,
return receipt requested, postage prepaid, with such receipt to be effective the
date of delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or (d) on the date transmitted by
legible telecopier transmission with a confirmation of receipt, in all cases
addressed to the recipient as follows:

               (i)    If to the Servicer or Seller:

                      Premier Auto Finance, Inc.
                      230 West Monroe Street


                                       55
<PAGE>

                      Chicago, Illinois 60606
                      Attention: Charles Bradford Wolfe
                      Telecopier No.: ______________

               (ii)   If to the Depositor:

                      Dealer Auto Receivables Corp.
                      230 West Monroe Street
                      Chicago, Illinois  60606
                      Attention: Charles Bradford Wolfe
                      Telecopier No.: _______________

               (iii)  If to the Indenture Trustee:

                      [                       ]
                      [address]
                      Attention: ____________________
                      Telecopier No.: ________________

               (iv)   If to the Owner Trustee or the Issuer:

                      Attention:
                      Telecopier No.:

               (v)    If to Moody's:

                      Moody's Investors Service, Inc.
                      99 Church Street
                      New York, New York 10007
                      Attention: ABS Monitoring Department
                      Telecopier No.: (212) 553-1350

               (vi)   If to Standard & Poor's:

                      Standard & Poor's Ratings Services, A
                      Division of The McGraw Hill Companies
                      55 Water Street
                      New York, New York  10041
                      Telecopier No.: (212) 428-2657

               (vii)  If to the Underwriters:

                      Chase Securities Inc.
                      [address]
                      Attention: General Counsel
                      Telecopier No.: ____________


                                       56
<PAGE>

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

       SECTION 11.05. NOTICES TO NOTEHOLDERS; WAIVER. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

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

       SECTION 11.06. ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding
any provisions of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

       SECTION 11.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

       SECTION 11.08. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-Indenture Trustees and agents.


                                       57
<PAGE>

       SECTION 11.09. SEPARABILITY. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

       SECTION 11.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

       SECTION 11.11. LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

       SECTION 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

       SECTION 11.13. COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

       SECTION 11.14. RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or for the enforcement of
any right or remedy granted to the Indenture Trustee under this Indenture.

       SECTION 11.15. TRUST OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficiary interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner


                                       58
<PAGE>

Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article Six, Seven and Eight of the Trust Agreement.

       SECTION 11.16. NO PETITION. The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against the Depositor or the Issuer, or join in any institution against the
Depositor or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the other
Transaction Documents.

       SECTION 11.17. INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested, the Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

       SECTION 11.18. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

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

                              [signature page follows]


                                       59
<PAGE>

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


                           DEALER AUTO RECEIVABLES OWNER
                           TRUST 2000-1

                           By: [_______________________________], not in
                           its individual capacity but solely on behalf of the
                           Issuer as Owner Trustee under the Trust Agreement

                           By:     _________________________________
                           Printed Name: ___________________________
                           Title: __________________________________


                           [_____________], not in its individual capacity but
                           solely as Indenture Trustee

                           By:_______________________________________
                           Printed Name:_____________________________
                           Title: ___________________________________


                                       60
<PAGE>

STATE OF ILLINOIS     )
                      ) ss
COUNTY OF COOK        )

     On___________________________________________________________________
                                  [insert date]

before me,_______________________________________________________________,
                       [Here insert name and title of notary]

personally appeared______________________________________________________,

/ / personally known to me, or

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

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

WITNESS my hand and official seal.

Signature                                 [Seal]
         ---------------------------------


<PAGE>

STATE OF  DELAWARE    )
                      )
COUNTY OF NEW CASTLE  )


     On___________________________________________________________________
                                  [insert date]

before me,_______________________________________________________________,
                       [Here insert name and title of notary]

personally appeared______________________________________________________,

/ /      personally known to me, or

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

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

WITNESS my hand and official seal.

                    Signature                                 [Seal]
                             ---------------------------------

<PAGE>

                                                                      EXHIBIT A
                        FORM OF SALE AND SERVICING AGREEMENT


                                       A-1
<PAGE>

                                     EXHIBIT B

                               FORM OF CLASS A-1 NOTE

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

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

     DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

     ___% Dealer Auto Receivables Asset-Backed Note, CLASS A-1

REGISTERED

No. R-    CUSIP No.

     Dealer Auto Receivables Owner Trust 2000-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [________], or
registered assigns, the principal sum of ___________ ($_____) payable on
_______, ____ (the "Class A-1 Final Distribution Date").

     The Issuer will pay interest on this Note at the rate per annum shown above
on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), subject to certain limitations
contained on SECTION 3.01 of the Indenture. Interest on this Note will accrue
for each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from the Closing Date. Interest will be computed on
the basis of a 360-day year based on the actual number of days elapsed. Such
principal of and interest on this Note shall be paid the manner specified on the
reverse hereof.

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


                                      B-1
<PAGE>

interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.

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

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


                                      B-2
<PAGE>

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

Date: ____________       DEALER AUTO RECEIVABLES
                         OWNER TRUST 2000-1

                         By:  [_____________________], not in its
                              individual capacity but solely on
                              behalf of the Issuer as Owner
                              Trustee, under the Trust Agreement

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


                                      B-3
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



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


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


                                      B-4
<PAGE>

                          [REVERSE OF CLASS A-1 NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Dealer Auto Receivables Asset-Backed Notes, Class A-1
(the "Class A-1 Notes"), all issued under an Indenture, dated as of _________,
2000 (the "Indenture"), among the Issuer and [_______________], as Indenture
Trustee (the "Indenture Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Class A-1 Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
B Notes (collectively, the "Notes") are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture
subject to the subordination of the Class B Notes under certain circumstances.

     Principal of the Class A-1 Notes will be payable on the Class A-1 Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class A-1 Notes shall be due and payable on the date following the
occurrence of an Event of Default on which the maturity of the Notes shall have
been accelerated in the manner provided in the Indenture. All principal payments
on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders
entitled thereto.

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

     The Issuer shall pay interest on overdue installments of interest on this
Note at the Class A-1 Rate to the extent lawful.


                                      B-5
<PAGE>

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

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

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

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

     Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer and the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this


                                      B-6
<PAGE>

Note be overdue, and neither the Issuer, the Indenture Trustee nor any such
agent shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Noteholders representing not less than 50% of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, voting together as a single class, or, if there are no Class A-1 Notes,
Class A-2 Notes or Class A-3 Notes Outstanding, with the consent of the
Noteholders representing not less than 50% of the Outstanding Amount of the
Class B Notes. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Noteholders, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Noteholder (or any one of
more Predecessor Notes) shall be conclusive and binding upon such Holders and
upon all future Noteholders and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Noteholders issued thereunder.

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

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

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


                                      B-7
<PAGE>

                                                                       EXHIBIT C

                               FORM OF CLASS A-2 NOTE

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

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

     DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

     ___% Dealer Auto Receivables Asset-Backed Note, CLASS A-2

     REGISTERED                              $

No. R-                                       CUSIP No. ___________

     Dealer Auto Receivables Owner Trust 2000-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [___________], or
registered assigns, the principal sum of ___________ ($__________) payable on
_______, ____ (the "Class A-2 Final Distribution Date"). No payments of
principal of the Class A-2 Notes shall be made until the principal on the Class
A-1 Notes have been paid in full.

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

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


                                      C-1
<PAGE>

interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.

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

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


                                      C-2
<PAGE>

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


Date: ____________            DEALER AUTO RECEIVABLES
                              OWNER TRUST 2000-1

                              By:  [__________________________],
                                   not in its individual capacity but solely
                                   on behalf of the Issuer as Owner
                                   Trustee, under the Trust Agreement

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


                                      C-3
<PAGE>

                 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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


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


                                      C-4
<PAGE>

                            [REVERSE OF CLASS A-2 NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its ___% Dealer Auto Receivables Asset-Backed Notes, Class A-2 (the "Class
A-2 Notes"), all issued under an Indenture, dated as of _________, 2000 (the
"Indenture"), among the Issuer and [_______________], as Indenture Trustee (the
"Indenture Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B
Notes (collectively, the "Notes") are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture subject
to no payment of principal on the Class A-2 Notes until all principal has been
paid on the Class A-1 Notes and the subordination of the Class B Notes.

Principal of the Class A-2 Notes will be payable on the Class A-2 Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class A-2 Notes shall be due and payable on the date following the
occurrence of an Event of Default on which the maturity of the Notes shall have
been accelerated in the manner provided in the Indenture. All principal payments
on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders
entitled thereto.

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


                                      C-5
<PAGE>

The Issuer shall pay interest on overdue installments of interest on this Note
at the Class A-2 Rate to the extent lawful.

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

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

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

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

Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer, the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue,


                                      C-6
<PAGE>

and neither the Issuer, the Indenture Trustee nor any such agent shall be
affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Noteholders representing not less than 50% of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, voting together as a single class, or, if there are no Class A-1 Notes,
Class A-2 Notes or Class A-3 Notes Outstanding, with the consent of the
Noteholders representing not less than 50% of the Outstanding Amount of the
Class B Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holders and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

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

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

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


                                      C-7
<PAGE>

                                                                       EXHIBIT D

                               FORM OF CLASS A-3 NOTE

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

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

     DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

     ___% Dealer Auto Receivables Asset-Backed Note, CLASS A-3

     REGISTERED                              $

No. R-                                       CUSIP No. ___________

     Dealer Auto Receivables Owner Trust 2000-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [___________], or
registered assigns, the principal sum of ___________ ($__________) payable on
_______, ____ (the "Class A-3 Final Distribution Date"). No payments of
principal of the Class A-3 Notes shall be made until the principal on the Class
A-1 Notes and the Class A-2 Notes have been paid in full.

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

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


                                      D-1
<PAGE>

interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.

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

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


                                      D-2
<PAGE>

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


Date: ____________            DEALER AUTO RECEIVABLES
                         OWNER TRUST 2000-1

                         By:  [_________________________],
                              not in its individual capacity but
                              solely on behalf of the Issuer as
                              Owner Trustee, under the Trust
                              Agreement

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


                                      D-3
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


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


                                      D-4
<PAGE>

                           [REVERSE OF CLASS A-3 NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its ___% Dealer Auto Receivables Asset-Backed Notes, Class A-3 (the "Class
A-3 Notes"), all issued under an Indenture, dated as of _________, 2000 (the
"Indenture"), among the Issuer and [_______________], as Indenture Trustee (the
"Indenture Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B
Notes (collectively, the "Notes") are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture subject
to no payment of principal on the Class A-3 Notes until all principal has been
paid on the Class A-1 Notes and the Class A-2 Notes.

Principal of the Class A-3 Notes will be payable on the Class A-3 Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class A-2 Notes shall be due and payable on the date following the
occurrence of an Event of Default on which the maturity of the Notes shall have
been accelerated in the manner provided in the Indenture. All principal payments
on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders
entitled thereto.

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

The Issuer shall pay interest on overdue installments of interest on this Note
at the Class A-3 Rate to the extent lawful.


                                      D-5
<PAGE>

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

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

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

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

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


                                      D-6
<PAGE>

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Noteholders representing not less than 50% of the
Outstanding Amount of Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, voting together as a single class, or, if there are no Class A-1 Notes,
Class A-2 Notes or Class A-3 Notes Outstanding, with the consent of the
Noteholders representing not less than 50% of the Outstanding Amount of the
Class B Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holders and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

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

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

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


                                      D-7
<PAGE>

                                                                       EXHIBIT E

                              FORM OF CLASS B NOTE

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

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

     DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

     ___% Dealer Auto Receivables Asset-Backed Note, CLASS B

     REGISTERED                              $

No. R-                                       CUSIP No. ________

     Dealer Auto Receivables Owner Trust 2000-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [___________], or
registered assigns, the principal sum of ___________ ($__________) payable on
_______, ____ (the "Class B Final Distribution Date"). No payments of principal
of the Class B Notes shall be made until the principal on the Class A-1 Notes,
the Class A-2 Notes and the Class A-3 Notes have been paid in full.

     The Issuer will pay interest on this Note at the rate per annum shown above
on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), subject to certain limitations
contained in the Indenture. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The payment of interest on this Note is
subordinated to the payment of interest on and, under certain circumstances, of
principal of, the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
to the extent set forth in the Indenture. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.


                                      E-1
<PAGE>

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

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

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


                                      E-2
<PAGE>

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


Date: ____________            DEALER AUTO RECEIVABLES
                              OWNER TRUST 2000-1

                              By:[______________________________],
                              not in its individual capacity but
                              solely on behalf of the Issuer as
                              Owner Trustee, under the Trust
                              Agreement

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


                                      E-3
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


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


                                      E-4
<PAGE>

                            [REVERSE OF CLASS B NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its ___% Dealer Auto Receivables Asset-Backed Notes, Class B (the "Class B
Notes"), all issued under an Indenture, dated as of _________, 2000 (the
"Indenture"), among the Issuer and [_______________], as Indenture Trustee (the
"Indenture Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B
Notes (collectively, the "Notes") are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture subject
to no payment of principal on the Class B Notes until all principal has been
paid on the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes and the
subordination of this Note.

Principal of the Class B Notes will be payable on the Class B Final Distribution
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Class B Notes shall be due and payable on the date following the occurrence of
an Event of Default on which the maturity of the Notes shall have been
accelerated in the manner provided in the Indenture. All principal payments on
the Class B Notes shall be made pro rata to the Class B Noteholders entitled
thereto.

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


                                      E-5
<PAGE>

The Issuer shall pay interest on overdue installments of interest on this Note
at the Class B Rate to the extent lawful.

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

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

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

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

Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer, the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue,


                                      E-6
<PAGE>

and neither the Issuer, the Indenture Trustee nor any such agent shall be
affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Noteholders representing not less than 50% of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, voting together as a single class, or, if there are no Class A-1 Notes,
Class A-2 Notes or Class A-3 Notes Outstanding, with the consent of the
Noteholders representing not less than 50% of the Outstanding Amount of the
Class B Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holders and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

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

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

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


                                      E-7
<PAGE>

                                                                       EXHIBIT F

                                 FORM OF ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

Dated:
      ---------------------------

Signature Guaranteed:

-----------------------------------       -----------------------------------
Notice: Signature must be                 (Authorized Officer)
guaranteed by an eligible                 Notice: the signature to this
guarantor institution which is a          assignment must correspond with
participant in the Securities             the name of the registered owner
Transfer Agent's Medallion                as it appears on the face of and
Program (STAMP) or similar                within the trust Certificate in
signature guarantee program.              every particular, without
                                          alteration or enlargement or any
                                          change whatsoever.



                                      F-1
<PAGE>

                                                                       EXHIBIT G

                         FORM OF NOTE DEPOSITORY AGREEMENT


                                      G-1