===============================================================================
                                                                   Exhibit 4.3





                    [___________] OWNER TRUST 200[__]-[__]

                       Class A-1 [__]% Asset Backed Notes

                       Class A-2 [__]% Asset Backed Notes

                       Class A-3 [__]% Asset Backed Notes

                            _____________________


                                FORM OF INDENTURE

                         Dated as of [_______], 200[__]

                            _____________________



                         [NAME OF INDENTURE TRUSTEE]

                                Indenture Trustee

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


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1   Definitions....................................................2
Section 1.2   Incorporation by Reference of Trust Indenture Act.............10
Section 1.3   Rules of Construction.........................................10


                                   ARTICLE II

                                    THE NOTES

Section 2.1   Form..........................................................10
Section 2.2   Execution, Authentication and Delivery........................11
Section 2.3   Temporary Notes...............................................11
Section 2.4   Registration; Registration of Transfer and Exchange...........12
Section 2.5   Mutilated, Destroyed, Lost or Stolen Notes....................13
Section 2.6   Persons Deemed Owner..........................................14
Section 2.7   Payment of Principal and Interest; Defaulted Interest.........14
Section 2.8   Cancellation..................................................15
Section 2.9   Release of Collateral.........................................15
Section 2.10  Book-Entry Notes..............................................15
Section 2.11  Notices to Clearing Agency....................................16
Section 2.12  Definitive Notes..............................................16


                                   ARTICLE III

                                    COVENANTS

Section 3.1   Payment of Principal and Interest.............................17
Section 3.2   Maintenance of Office or Agency...............................17
Section 3.3   Money for Payments To Be Held in Trust........................17
Section 3.4   Existence.....................................................19
Section 3.5   Protection of Trust Fund......................................19
Section 3.6   Opinions as to Trust Fund.....................................20
Section 3.7   Performance of Obligations; Servicing of Receivables..........20
Section 3.8   Negative Covenants............................................22
Section 3.9   Annual Statement as to Compliance.............................23
Section 3.10  Issuer May Consolidate, Etc...................................23
Section 3.11  Successor or Transferee.......................................25


                                      -i-
<PAGE>


Section 3.12  No Other Business.............................................25
Section 3.13  No Borrowing..................................................25
Section 3.14  Servicer's Obligations........................................25
Section 3.15  Guarantees, Loans, Advances and Other Liabilities.............25
Section 3.16  Capital Expenditures..........................................26
Section 3.17  Compliance with Laws..........................................26
Section 3.18  Restricted Payments...........................................26
Section 3.19  Notice of Events of Default...................................26
Section 3.20  Further Instruments and Acts..................................26
Section 3.21  Amendments of Sale and Servicing Agreement and Trust
               Agreement....................................................26
Section 3.22  Income Tax Characterization...................................26


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1   Satisfaction and Discharge of Indenture.......................27
Section 4.2   Application of Trust Money....................................28
Section 4.3   Repayment of Moneys Held by Paying Agent......................28


                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

Section 5.1   Events of Default.............................................28
Section 5.2   Rights Upon Event of Default..................................30
Section 5.3   Collection of Indebtedness and Suits for Enforcement by
               Indenture Trustee............................................31
Section 5.4   Remedies......................................................33
Section 5.5   Optional Preservation of the Trust Fund.......................34
Section 5.6   Priorities....................................................34
Section 5.7   Limitation of Suits...........................................35
Section 5.8   Unconditional Rights of Noteholders To Receive Principal
               and Interest.................................................36
Section 5.9   Restoration of Rights and Remedies............................36
Section 5.10  Rights and Remedies Cumulative................................36
Section 5.11  Delay or Omission Not a Waiver................................36
Section 5.12  Control by Noteholders........................................37
Section 5.13  Waiver of Past Defaults.......................................37
Section 5.14  Undertaking for Costs.........................................38
Section 5.15  Waiver of Stay or Extension Laws..............................38
Section 5.16  Action on Notes...............................................38
Section 5.17  Performance and Enforcement of Certain Obligations............38
Section 5.18  Claims Under Policy...........................................39
Section 5.19  Preference Claims.............................................40


                                      -ii-
<PAGE>


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.1   Duties of Indenture Trustee...................................41
Section 6.2   Rights of Indenture Trustee...................................42
Section 6.3   Individual Rights of Indenture Trustee........................44
Section 6.4   Indenture Trustee's Disclaimer................................44
Section 6.5   Notice of Defaults............................................44
Section 6.6   Reports by Indenture Trustee to Holders.......................44
Section 6.7   Compensation and Indemnity....................................44
Section 6.8   Replacement of Indenture Trustee..............................45
Section 6.9   Successor Indenture Trustee by Merger.........................47
Section 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
               Trustee......................................................47
Section 6.11  Eligibility; Disqualification.................................48
Section 6.12  Preferential Collection of Claims Against Issuer..............48
Section 6.13  Appointment and Powers........................................49
Section 6.14  Performance of Duties.........................................49
Section 6.15  Limitation on Liability.......................................49
Section 6.16  Reliance Upon Documents.......................................50
Section 6.17  [RESERVED]....................................................50
Section 6.18  [RESERVED]....................................................50
Section 6.19  Representations and Warranties of the Indenture Trustee.......50
Section 6.20  Waiver of Setoffs.............................................51
Section 6.21  Control by the Controlling Party..............................51


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.1   Issuer To Furnish To Indenture Trustee Names and
               Addresses of Noteholders.....................................51
Section 7.2   Preservation of Information; Communications to Noteholders....51
Section 7.3   Reports by Issuer.............................................52
Section 7.4   Reports by Indenture Trustee..................................52
Section 7.5   Fiscal Year...................................................52


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1   Collection of Money...........................................52
Section 8.2   Trust Accounts................................................53
Section 8.3   General Provisions Regarding Accounts.........................53
Section 8.4   Release of Trust Fund.........................................54
Section 8.5   Opinion of Counsel............................................54


                                      -iii-
<PAGE>


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1   Supplemental Indentures.......................................55
Section 9.2   Supplemental Indentures with Consent of Noteholders...........56
Section 9.3   Execution of Supplemental Indentures..........................57
Section 9.4   Effect of Supplemental Indenture..............................57
Section 9.5   Conformity With Trust Indenture Act...........................58
Section 9.6   Reference in Notes to Supplemental Indentures.................58


                                    ARTICLE X

                               REDEMPTION OF NOTES

Section 10.1  Redemption....................................................58
Section 10.2  Form of Redemption Notice.....................................59
Section 10.3  Notes Payable on Redemption Date..............................59


                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1  Compliance Certificates and Opinions, etc.....................60
Section 11.2  Form of Documents Delivered to Indenture Trustee..............61
Section 11.3  Acts of Noteholders...........................................62
Section 11.4  Notices, etc., to Indenture Trustee, Issuer, Insurer and
               Rating Agencies..............................................62
Section 11.5  Notices to Noteholders; Waiver................................63
Section 11.6  Alternate Payment and Notice Provisions.......................64
Section 11.7  Conflict with Trust Indenture Act.............................64
Section 11.8  Effect of Headings and Table of Contents......................64
Section 11.9  Successors and Assigns........................................65
Section 11.10 Separability..................................................65
Section 11.11 Benefits of Indenture.........................................65
Section 11.12 Legal Holidays................................................65
Section 11.13 GOVERNING LAW.................................................65
Section 11.14 Counterparts..................................................65
Section 11.15 Recording of Indenture........................................65
Section 11.16 Trust Obligation..............................................65
Section 11.17 No Petition...................................................66
Section 11.18 Inspection....................................................66

Exhibit A -       Schedule of Receivables
Exhibit B-1 -     Form of Class A-1 Note
Exhibit B-2 -     Form of Class A-2 Note
Exhibit B-3 -     Form of Class A-3 Note


                                      -iv-
<PAGE>



                              CROSS-REFERENCE TABLE

TIA INDENTURE                                                  SECTION
-------------                                                  -------
310     (a)(1)...............................................      6.11
        (a)(2)...............................................      6.11
        (a)(3)...............................................6.10; 6.11
        (a)(4)...............................................      N.A.
        (a)(5)...............................................      6.11
        (b).................................................. 6.8; 6.11
        (c)..................................................      N.A.
311     (a)..................................................      6.12
        (b)..................................................      6.12
        (c)..................................................      N.A.
312     (a)..................................................       7.1
        (b)..................................................       7.2
        (c)..................................................       7.2
313     (a)..................................................       7.4
        (b)(1)...............................................       7.4
        (b)(2)...............................................       7.4
        (c)..................................................      11.5
        (d)..................................................       7.3
314     (a)..................................................  3.9; 7.3
        (b)..................................................     11.15
        (c)(1)...............................................      11.1
        (c))2)...............................................      11.1
        (c)(3)...............................................      11.1
        (d)..................................................      11.1
        (e)..................................................      11.1
        (f).................................................. 1.1; 11.1
315     (a)..................................................       6.1
        (b).................................................. 6.5; 11.5
        (c)..................................................       6.1
        (d)..................................................       6.1
        (e)..................................................      5.14
316     (last sentence)......................................       1.1
        (a)(1)(A)............................................      5.12
        (a)(1)(B)............................................      5.13
        (a)(2)...............................................      N.A.
        (b)..................................................  5.7; 5.8
        (c)..................................................      N.A.
317     (a)(1)...............................................       5.3
        (a)(2)...............................................       5.3
        (b)..................................................       3.3



                                      -v-


<PAGE>





TIA INDENTURE                                                  SECTION
-------------                                                  -------

318     (a)..................................................      11.7
        (b)..................................................      N.A.
        (c)..........................................              11.7


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

1. Note: This Cross  Reference Table shall not, for any purpose,  be deemed to
   be part of this Indenture.

2. N.A. means Not Applicable.



                                      -vi-


<PAGE>



            INDENTURE dated as of [_______], [__], 200[__], between
[____________] OWNER TRUST 200[__]-[__], a Delaware business trust (the
"ISSUER") and [Name of Indenture Trustee], a [Name of State] [National] banking
association, as trustee (the "INDENTURE TRUSTEE").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's Class A-1
[___]% Asset Backed Notes, Class A-2 [___]% Asset Backed Notes and the Class A-3
[___]% Asset Backed Notes:

            As security for the payment and performance by the Issuer of its
obligations under this Indenture and the Notes, the Issuer has agreed to assign
the Collateral (as defined below) as collateral to the Indenture Trustee on
behalf of the Noteholders.

            [_________], a [_________] financial guaranty insurance company (the
"INSURER"), has issued and delivered a financial guaranty insurance policy,
dated the Closing Date (with endorsements, the "POLICY"), pursuant to which the
Insurer guarantees Scheduled Payments, as defined in the Policy.

            As an inducement to the Insurer to issue and deliver the Policy, the
Issuer and the Insurer have executed and delivered the Insurance and Indemnity
Agreement, dated as of [__________] [__], 2000 (as amended from time to time,
the "INSURANCE AGREEMENT"), among the Insurer, the Issuer, the Transferor and
[__________].

            As an additional inducement to the Insurer to issue the Policy, and
as security for the performance by the Issuer of the Insurer Secured Obligations
and as security for the performance by the Issuer of the Indenture Trustee
Secured Obligations, the Issuer has agreed to assign the Collateral (as defined
below) as collateral to the Indenture Trustee for the benefit of the Issuer
Secured Parties, as their respective interests may appear.

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee on the Closing
Date, for the benefit of the Issuer Secured Parties to secure the Issuer Secured
Obligations, all of the Issuer's right, title and interest in and to all
accounts, money, chattel paper, securities, instruments, documents, deposit
accounts, certificates of deposit, letters of credit, advices of credit,
banker's acceptances, general intangibles, contract rights, investment property,
goods and other property consisting of, arising from or relating to (a) the
Initial Receivables, and all moneys due thereon after the Initial Cutoff Date;
(b) the Subsequent Receivables and all moneys due thereon or in respect thereof
after the related Subsequent Cutoff Date; (c) an assignment of the security
interests in the Financed Vehicles granted by Obligors pursuant to the Initial
Receivables and any Subsequent Receivables and any other interest of the Issuer
in the Financed Vehicles; (d) any proceeds with respect to the Initial
Receivables and the Subsequent Receivables repurchased pursuant to the terms of
the Sale and Servicing Agreement; (e) all rights under any Service Contracts on
the related Financed Vehicles; (f) any proceeds with respect to the Initial
Receivables and the Subsequent Receivables from claims on any physical damage,
theft, credit life or disability insurance policies covering Financed Vehicles
or Obligors and any proceeds from liquidation of any Initial Receivable or
Subsequent Receivable and Net Liquidation Proceeds with respect to the Initial
Receivables and any Subsequent Receivable; (g) all funds on



<PAGE>


deposit or other property from time to time in the Trust Accounts, and in all
investments and proceeds thereof and all rights of the Issuer therein (including
all income dividends, earnings, profits or other distributions of cash or other
property thereon); (h) the Issuer's rights and benefits, but none of its
obligations or burdens, under the Sale and Servicing Agreement and each
Subsequent Transfer Agreement, including the delivery requirements,
representations and warranties and the cure and repurchase obligations of
[__________] and [__________] under the Sale and Servicing Agreement and each
Subsequent Transfer Agreement; (i) all items contained in the Receivables Files,
computer tapes or disk drives, and any and all other documents that [__________]
keeps on file in accordance with its customary procedures relating to the
Receivables, the Obligors or the Financed Vehicles, and (j) all present and
future claims, demands, causes and chooses in action in respect of any or all of
the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion, voluntary or involuntary, into cash or other liquid
property, all 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 (collectively, the "COLLATERAL").

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

            The Indenture Trustee on behalf of the Holders of the Notes, and for
the benefit of the Insurer acknowledges such Grant, accepts the trusts under
this Indenture in accordance with the provisions of this Indenture and agrees to
perform its duties required in this Indenture in accordance with the terms
hereof.

                                    ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.1 DEFINITIONS. Except as otherwise specified herein, the
following terms have the respective meanings set forth below for all purposes of
this Indenture.

            "ACT" has the meaning specified in Section 11.3(a).

            "AUTHORIZED OFFICER" means, with respect to the Issuer and the
Servicer, any officer of the Owner Trustee or the Servicer, as applicable, who
is authorized to act for the Owner Trustee or the Servicer, as applicable, in
matters relating to the Issuer or the Servicer and who is identified on the list
of Authorized Officers delivered by the Servicer to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) or, in the case of the Owner Trustee, a Responsible Officer of the
Owner Trustee.


                                      -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 2.10.

            "CLASS A-1 INTEREST RATE" means [_____]%.

            "CLASS A-2 INTEREST RATE" means [_____]%.

            "CLASS A-3 INTEREST RATE" means [_____]%.

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

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

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

            "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.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.

            "COLLATERAL" has the meaning specified in the Granting Clause of
this Indenture.

            "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Agreement is located
at [______], [______], [______], [______], Attention: Corporate Trust Department
or at such other address as the Indenture Trustee may designate from time to
time by notice to the Noteholders, the Insurer, the Servicer 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" has the meaning specified in Section 2.10.

            "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

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


                                      -3-
<PAGE>


            "EXECUTIVE OFFICER" means, with respect to any corporation or
limited liability company, 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 or limited
liability company; with respect to any partnership, any general partner thereof,
and with respect to any limited liability company, any Manager.

            "GRANT" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon or a
security interest in or right of set-off against, deposit, or 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" means the Person in whose name a Note is
registered on the Note Register.

            "INDEBTEDNESS" means, with respect to any Person at any time, (a)
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); (b)
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; (c) current liabilities of such Person in respect of unfunded
vested benefits under plans covered by Title IV of ERISA; (d) obligations issued
for or liabilities incurred on the account of such Person; (e) obligations or
liabilities of such Person arising under acceptance facilities; (f) obligations
of such Person under any guarantees, 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; (g) 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 (h) obligations of such Person
under any interest rate or currency exchange agreement.

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

            "INDENTURE TRUSTEE" means [____________] not in its individual
capacity but as trustee under this Indenture, or any successor Indenture Trustee
under this Indenture.


                                      -4-
<PAGE>


            "INDENTURE TRUSTEE SECURED OBLIGATIONS" means all amounts and
obligations which the Issuer may at any time owe to the Indenture Trustee in its
individual capacity and the Noteholders under this Indenture or the Notes.

            "INDEPENDENT" means, when used with respect to any specified Person,
that the person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Seller and any Affiliate of any of the foregoing persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) 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, underwriter, trustee, partner, director or Person
performing similar functions.

            "INDEPENDENT CERTIFICATE" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1, prepared
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.

            "INSURANCE AGREEMENT INDENTURE CROSS DEFAULT" has the meaning
assigned to such term in the Insurance Agreement.

            "INSURER DEFAULT" has the meaning assigned to such term in the
Insurance Agreement.

            "INSURER SECURED OBLIGATIONS" means all amounts and obligations
which the Issuer may at any time owe to or on behalf of the Insurer under this
Indenture, the Insurance Agreement or any other Basic Document.

            "INTEREST RATE" means with respect to the (i) Class A-1 Notes, the
Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest Rate, and
(iii) Class A-3 Notes, the Class A-3 Interest Rate.

            "ISSUER" means the party named as such in this Indenture 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.

            "ISSUER SECURED OBLIGATIONS" means the Insurer Secured Obligations
and the Indenture Trustee Secured Obligations.

            "ISSUER SECURED PARTIES" means each of (i) the Indenture Trustee in
respect of the Indenture Trustee Secured Obligations and (ii) the Insurer in
respect of the Insurer Secured Obligations.

            "NOTE" means any of the Class A-1 Notes, Class A-2 Notes or Class
A-3 Notes substantially in the form of Exhibit B-1, Exhibit B-2 and Exhibit B-3,
respectively.


                                      -5-
<PAGE>


            "NOTE DEPOSITORY AGREEMENT" means the agreement among the Issuer,
the Indenture Trustee, the Servicer and The Depository Trust Company, as the
initial Clearing Agency, dated [________] [__], 200[__], substantially in the
form of Exhibit C.

            "NOTE MAJORITY" means the Holders of Notes evidencing a majority of
the Outstanding Amount of the Notes.

            "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.

            "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in Section 2.4.

            "NOTICE OF CLAIM" has the meaning specified in Section 5.18.

            "OFFICER'S CERTIFICATE" means a certificate signed by any Authorized
Officer of the Owner Trustee, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 and TIA
Section 314, 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, the Seller or the Servicer and who shall be
satisfactory to the Indenture Trustee and, if addressed to the Insurer,
satisfactory to the Insurer, and which shall comply with any applicable
requirements of Section 11.01, and shall be in form and substance satisfactory
to the Indenture Trustee, and if addressed to the Insurer, satisfactory to the
Insurer.

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

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

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

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


                                      -6-
<PAGE>


PROVIDED, HOWEVER, that Notes which have been paid with proceeds of the Policy
shall continue to remain Outstanding for purposes of this Indenture until the
Insurer has been paid as subrogee hereunder or reimbursed pursuant to the
Insurance Agreement as evidenced by a written notice from the Insurer delivered
to the Indenture Trustee, and the Insurer shall be deemed to be the Holder
thereof to the extent of any payments thereon made by the Insurer; PROVIDED,
FURTHER, that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned by
the Issuer, any other obligor on the Notes, the Seller, the Servicer, or any
Affiliate of any of the foregoing Persons shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Indenture Trustee shall
be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that a Responsible Officer of the
Indenture Trustee either actually knows to be so owned or has received written
notice thereof 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 Seller or any Affiliate of any of the foregoing Persons.

            "OUTSTANDING AMOUNT" means the aggregate principal amount of all
Notes or class of Notes, as applicable, Outstanding at the date of
determination.

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

            "POLICY" means the financial guaranty insurance policy issued by the
Insurer with respect to the Notes, including any endorsements thereto, in the
form of Annex I to the Insurance Agreement.

            "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 2.5 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.

            "PREFERENCE CLAIM" has the meaning specified in Section 5.19.

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

            "RECORD DATE" means, with respect to a Payment Date or Redemption
Date, the close of business on the Business Day preceding such Payment Date or
Redemption Date.

            "REDEMPTION DATE" means in the case of a redemption of the Notes
pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section
10.1(b), the Payment Dates specified by the Servicer or the Issuer pursuant to
Section 10.1(a) or (b) as applicable.


                                      -7-
<PAGE>


            "REDEMPTION PRICE" means (a) in the case of a redemption of the
Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal
amount of the then Outstanding Amount of each class of Notes being redeemed plus
accrued and unpaid interest thereon to but excluding the Redemption Date, or (b)
in the case of a payment made to Noteholders pursuant to Section 10.1(b), the
amount on deposit in the Note Distribution Account, but not in excess of the
amount specified in clause (a) above.

            "RESPONSIBLE OFFICER" means, (i) with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject and (ii) with respect to the Owner
Trustee, any officer within the Corporate Trust Administration office of the
Owner Trustee, including any Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary or any other officer of the Owner Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

            "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement dated as of [________] [__], 200[__], among the Issuer, the Seller,
the Servicer, the Transferor, the Depositor, the Indenture Trustee, the Backup
Servicer and the Custodian, as the same may be amended or supplemented from time
to time.

            "SCHEDULE OF RECEIVABLES" means the listing of the Receivables set
forth in Exhibit A (which Exhibit may be in the form of microfiche); as
supplemented on each Subsequent Transfer Date to reflect the assignment to the
Issuer of Subsequent Receivables.

            "SCHEDULED PAYMENTS" has the meaning specified in the Policy.

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

            "STATE" means any one of the 50 states of the United States of
America or the District of Columbia.

            "SUCCESSOR SERVICER" has the meaning specified in Section 3.7(e).

            "TERMINATION DATE" means the latest to occur of (i) the expiration
of the Policy and the return of the Policy to the Insurer for cancellation, (ii)
the date on which the Insurer shall have received payment and performance of all
Insurer Issuer Secured obligations and (iii) the date on which the Indenture
Trustee shall have received payment and performance of all Indenture Trustee
Secured Obligations.

            "TRUST FUND" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
this Indenture for the benefit of the Noteholders (including all property and
interests Granted to the Indenture Trustee), including all proceeds thereof.


                                      -8-
<PAGE>


            "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939
as in force on the date hereof, unless otherwise specifically provided.

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

            Except as otherwise specified herein, the following terms have the
respective meanings set forth in the Sale and Servicing Agreement as in effect
on the Closing Date for all purposes of this Indenture, and the definitions of
such terms are equally applicable both to the singular and plural forms of such
terms:

                                          SECTION OF SALE TERM
TERM                                     AND SERVICING AGREEMENT
----                                     -----------------------

Affiliate.............................         Section 1.1
Backup Servicer.......................         Section 1.1
Backup Servicer Fee...................         Section 1.1
Basic Documents.......................         Section 1.1
Business Day..........................         Section 1.1
Class.................................         Section 1.1
Closing Date..........................         Section 1.1
Collection Account....................         Section 1.1
Controlling Party.....................         Section 1.1
Depositor.............................         Section 1.1
Distribution Amount...................         Section 1.1
Draw Date.............................         Section 1.1
Payment Date..........................         Section 1.1
Eligible Investments..................         Section 1.1
Final Scheduled Payment Date..........         Section 1.1
Financed Vehicle......................         Section 1.1
Indenture Trustee Fee.................         Section 1.1
Noteholders' Distributable Amount.....         Section 1.1
Obligor...............................         Section 1.1
Original Pool Balance.................         Section 1.1
Payment Date..........................         Section 1.1
Person................................         Section 1.1
Policy Claim Amount...................         Section 1.1
Pool Balance..........................         Section 1.1
Rating Agency.........................         Section 1.1
Rating Agency Condition...............         Section 1.1
Receivable............................         Section 1.1
Remaining Pre-Funding Amount..........         Section 1.1
Seller................................         Section 1.1
Servicer..............................         Section 1.1
Servicer Default......................         Section 1.1
Trust Accounts........................         Section 1.1


                                      -9-
<PAGE>


            Capitalized terms used herein and not otherwise defined herein or in
the Sale and Servicing Agreement have the meanings assigned to them in the Trust
Agreement.

            Section 1.2 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 Securityholder" 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 1.3 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;

               (iv)   "including" means including without limitation; and

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


                                   ARTICLE II

                                    THE NOTES

            Section 2.1 FORM. The Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, in each case, together with the Indenture Trustee's certificate
of authentication, shall be in substantially the form set forth in Exhibit B-1,
Exhibit B-2 and Exhibit B-3, respectively, 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.

            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.


                                      -10-
<PAGE>


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

            Section 2.2 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 the Policy and Issuer
Order authenticate and deliver Class A-1 Notes for original issue in an
aggregate principal amount of $[_______], Class A-2 Notes for original issue in
the aggregate principal amount of $[_______] and Class A-3 Notes for original
issue in the aggregate principal amount of $[_______]. Notes Outstanding at any
time may not exceed such amount except as provided in Section 2.5.

            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 $1,000 integral multiples thereof (except for one Note of each class which
may be issued in a denomination other than an integral multiple of $1,000).

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed 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 2.3 TEMPORARY NOTES. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
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 Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, 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 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 Definitive Notes.


                                      -11-
<PAGE>


            Section 2.4 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. The
Issuer shall cause to be kept a register (the "NOTE REGISTER") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Indenture Trustee shall be "Note Registrar" for the purpose of registering Notes
and transfers of Notes as herein provided. Upon any resignation of any Note
Registrar, the Issuer shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Note Registrar.

            If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and 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 3.2, if
the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute
and upon its request 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, in any authorized
denominations, of the same class and a like aggregate principal amount.

            Subject to the restrictions set forth in this Section 2.4, at the
option of the Holder, Notes may be exchanged for other Notes in any authorized
denominations, of the same Class and 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, if the requirements of Section 8-401(1)
of the UCC are met the Issuer shall execute and upon its request 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 (i) 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 an "eligible guarantor institution"
meeting the requirements of the Note Registrar which requirements include
membership or participation in Securities Transfer Agents Medallion Program
("Stamp") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, Stamp, all in
accordance with the Exchange Act, and (ii) accompanied by such Note 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 Note Registrar may require payment of a
sum sufficient to cover any


                                      -12-
<PAGE>


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 2.3 or 9.6 not involving any transfer.

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

            Section 2.5 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 and the Insurer
(unless an Insurer Default shall have occurred and be continuing) such security
or indemnity as may be required by it to hold the Issuer, the Indenture Trustee
and the Insurer harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, 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; PROVIDED,
HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall
have been called for redemption, instead of issuing a replacement Note, the
Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer, the Indenture Trustee and the Insurer shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

            Upon the issuance of any replacement Note under this Section, the
Issuer 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) connected therewith.

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


                                      -13-
<PAGE>


            Section 2.6 PERSONS DEEMED OWNER. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, any
agent of the Issuer, the Indenture Trustee or the Insurer 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
agent of the Issuer, the Insurer or the Indenture Trustee shall be affected by
notice to the contrary.

            Section 2.7 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED Interest.
(a) The Notes shall accrue interest as provided in the forms of the Class A-1
Note, the Class A-2 Note and the Class A-3 form of the Note set forth in
Exhibits B-1, B-2 and B-3, respectively, and such interest shall be payable on
each Payment 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 Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the
Record Date, by 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 2.12, 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.), payment will be made
by wire transfer in immediately available funds to the account designated by
such nominee and except for the final installment of principal payable with
respect to such Note on a Payment Date or on the Final Scheduled Payment Date
for such Note (and except for the Redemption Price for any Note called for
redemption pursuant to Section 10.1(a)) which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.

            (b)   The principal of each Note shall be payable in installments on
each Payment Date to the person registered as the holder thereof on the related
Record Date as provided in the forms of the Class A-1 Note, the Class A-2 Note
and the Class A-3 Note set forth in Exhibits B-1, B-2 and B-3, respectively.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if the Indenture Trustee or
the Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2. All principal payments on
each class of Notes shall be made pro rata to the Noteholders of such class
entitled thereto. The Indenture Trustee shall notify the Person in whose name a
Note is registered at the close of business on the Record Date preceding the
Payment Date on which the Issuer expects that the final installment of principal
of and interest on such Note will be paid. Such notice shall be mailed or
transmitted by facsimile prior to such final Payment 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
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

            (c)   If the Issuer defaults in a payment of interest on the Notes,
the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate in any lawful
manner. The Issuer may pay such defaulted interest to the


                                      -14-
<PAGE>


Persons who are Noteholders on a subsequent special record date, which date
shall be at least five Business Days prior to the payment date. The Issuer shall
fix or cause to be fixed any such special record date and payment date, and, at
least 15 days before any such special record date, the Issuer shall mail to each
Noteholder and the Indenture Trustee a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.

            (d)   Promptly following the date on which all principal of and
interest on the Notes has been paid in full and the Notes have been surrendered
to the Indenture Trustee, the Indenture Trustee shall, if the Insurer has paid
any amount in respect of the Notes under the Policy or otherwise which has not
been reimbursed to it, deliver such surrendered Notes to the Insurer.

            Section 2.8 CANCELLATION. Subject to Section 2.7(d), 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 canceled by the Indenture Trustee.
Subject to Section 2.7(d), the Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes canceled as
provided in this Section, except as expressly permitted by this Indenture.
Subject to Section 2.7(d), all canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be 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 2.9 RELEASE OF COLLATERAL. The Indenture Trustee shall, on
or after the Termination Date, release any remaining portion of the Trust Fund
from the lien created by this Indenture and deposit in the Collection Account
any funds then on deposit in any other Trust Account. The Indenture Trustee
shall release property from the lien created by this Indenture pursuant to this
Section 2.9 only upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel meeting the applicable requirements of
Section 11.1 and (if required by the TIA) Independent Certificates in accordance
with TIA Sections 314(c) and 314(d)(1).

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

            Section 2.10 BOOK-ENTRY NOTES. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. 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 Note Owner will receive a Definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.12.


                                      -15-
<PAGE>


Unless and until definitive, fully registered Notes (the "DEFINITIVE NOTES")
have been issued to Note Owners pursuant to Section 2.12:

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

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

               (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 Note Owners shall be exercised only through
      the Clearing Agency and shall be limited to those established by law and
      agreements between such Note Owners and the Clearing Agency and/or the
      Clearing Agency Participants. Pursuant to the Note Depository Agreement,
      unless and until Definitive Notes are issued pursuant to Section 2.12, the
      initial 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 Holders of Notes evidencing
      a specified percentage of the Outstanding Amount of the Notes, the
      Clearing Agency shall be deemed to represent such percentage only to the
      extent that it has received instructions to such effect from Note Owners
      and/or Clearing Agency Participants owning or representing, respectively,
      such required percentage of the beneficial interest in the Notes and has
      delivered such instructions to the Indenture Trustee; and

               (vi) Note Owners may receive copies of any reports sent to
      Noteholders pursuant to this Indenture, upon written request, together
      with a certification that they are Note Owners and payment of reproduction
      and postage expenses associated with the distribution of such reports,
      from the Indenture Trustee at the Corporate Trust Office.

            Section 2.11 NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, until
Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12,
the Indenture Trustee shall give all such notices and communications specified
herein to be given to Holders of the Notes to the Clearing Agency, and shall
have no obligation to the Note Owners.

            Section 2.12 DEFINITIVE NOTES. If (i) the Servicer advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes, and
the Servicer is unable to locate a qualified successor, (ii) the Servicer at its
option advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Note Owners representing beneficial interests aggregating
at least a majority of the Outstanding Amount of the Notes advise the Indenture
Trustee through the Clearing Agency


                                      -16-
<PAGE>


in writing that the continuation of a book entry system through the Clearing
Agency is no longer in the best interests of the Note Owners, then the Clearing
Agency shall notify all Note Owners and the Indenture Trustee of the occurrence
of any such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Indenture Trustee of the typewritten
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, the Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders.

                                   ARTICLE III

                                    COVENANTS

            Section 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.2(c), the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account on each Payment Date deposited
therein, pursuant to the Sale and Servicing Agreement (i) for the benefit of the
Class A- 1 Notes, to Class A-1 Noteholders, (ii) for the benefit of the Class
A-2 Notes, to Class A-2 Noteholders and (iii) for the benefit of the Class A-3
Notes, to Class A-3 Noteholders. Amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all purposes
of this Indenture.

            Section 3.2 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange, 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 3.3 MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided in
Sections 8.2(a) and (b), 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 8.2(c) 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.


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<PAGE>


            On or before each Payment Date and Redemption Date, the Issuer shall
deposit or cause to be deposited in the Note Distribution Account an aggregate
sum sufficient to pay the amounts then becoming due under the Notes, 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 and the Insurer 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 of which it has actual knowledge (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;

               (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 a 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 the 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 (2)
years after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request and with the consent of the
Insurer (unless an Insurer Default shall have occurred and be continuing), and
the Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts so
paid to the


                                      -18-
<PAGE>


Issuer), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that if
such money or any portion thereof had been previously deposited by the Insurer
or Indenture Trustee for the payment of principal or interest on the Notes, to
the extent any amounts are owing to the Insurer, such amounts shall be paid
promptly to the Insurer upon receipt of a written request by the Insurer to such
effect, and provided, further, that the Indenture Trustee or such Paying Agent,
before being required to make any such repayment, shall 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 the Issuer. The Indenture Trustee shall also adopt and employ,
at the expense of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

            Section 3.4 EXISTENCE. Except as otherwise permitted by the
provisions of Section 3.10, 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 of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Fund.

            Section 3.5 PROTECTION OF TRUST FUND. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust Fund, and
the Issuer shall take all actions necessary to obtain and maintain, in favor of
the Indenture Trustee, for the benefit of the Issuer Secured Parties, a first
lien on and a first priority, perfected security interest in the Trust Fund. The
Issuer will from time to time prepare (or shall cause to be prepared), execute
and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

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

               (ii) maintain or preserve the lien and security interest (and the
      priority thereof) in favor of the Indenture Trustee for the benefit of the
      Issuer Secured Parties 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;


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<PAGE>


               (iv)  enforce any of the Collateral;

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

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

            The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any such financing statement, continuation statement
or other instrument delivered by or on behalf of the Issuer to the Indenture
Trustee for execution. The Indenture Trustee shall not have any liability for
the perfection or priority of the security interest granted hereby and shall
have no duty to prepare or file any continuation statements or other related
instruments.

            Section 3.6 OPINIONS AS TO TRUST FUND. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the first priority
lien and security interest in favor of the Indenture Trustee, for the benefit of
the Issuer Secured Parties, created by this Indenture and reciting the details
of such action, or stating that, in the opinion of such counsel, no such action
is necessary to make such lien and security interest effective.

            (b)  Within 120 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Closing Date, the Issuer shall furnish to the Indenture Trustee and the
Insurer an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until January 30 in
the following calendar year.

            Section 3.7 PERFORMANCE OF OBLIGATIONS;  SERVICING OF RECEIVABLES.
(a) The Issuer  will not take any action  and will use its best  efforts  not
to permit any action to be taken by others that would release any Person from
any of such Person's material covenants or obligations under any instrument or
agreement included in the Trust Fund 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
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.


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<PAGE>


            (b)  The Issuer may contract with other Persons acceptable to the
Insurer (so long as no Insurer Default shall have occurred and be continuing) to
assist it in performing its duties under this Indenture, and any performance of
such duties by a Person identified to the Indenture Trustee and the Insurer in
an Officer's Certificate of the Issuer shall be deemed to be action taken by the
Issuer. Initially, the Issuer has contracted with the Servicer 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 Basic Documents and
in the instruments and agreements included in the Trust Fund, including but not
limited to preparing (or causing to be prepared) and 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 Basic Document or any provision
thereof without the consent of the Indenture Trustee (given at the direction of
the Controlling Party) or the Controlling Party.

            (d)  If an officer of the Owner Trustee shall have actual knowledge
of the occurrence of a Servicer Default under the Sale and Servicing Agreement,
the Issuer shall promptly notify the Indenture Trustee, the Insurer and the
Rating Agencies thereof in accordance with Section 11.4, and shall specify in
such notice the action, if any, the Issuer is taking in respect of such default.
If a Servicer Default shall arise from the failure of the Servicer to perform
any of its duties or obligations under the Sale and Servicing Agreement with
respect to the Receivables, the Issuer shall take all reasonable steps available
to it to remedy such failure.

            (e)  If an Insurer Default shall have occurred and be continuing
and if the Issuer has given notice of termination to the Servicer of the
Servicer's rights and powers pursuant to Section 8.1 of the Sale and Servicing
Agreement, as promptly as possible thereafter, the Issuer shall appoint a
Successor Servicer in accordance with Section 8.2 of the Sale and Servicing
Agreement.

            (f)  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 (other than the Indenture
Trustee) is appointed, the Issuer shall notify the Indenture Trustee of such
appointment, specifying in such notice the name and address of such Successor
Servicer.

            (g)  The Issuer agrees that it will not waive timely performance or
observance by the Servicer or the Seller of their respective duties under the
Basic Documents (x) without the prior consent of the Insurer (unless an Insurer
Default shall have occurred and be continuing) or (y) if the effect thereof
would adversely affect the Holders of the Notes.

            (h)  Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that, unless such action is
specifically permitted hereunder or under the other Basic Documents, it will
not, without the prior written consent of the Indenture Trustee (to be given at
the direction of the Controlling Party) amend, modify, waive, supplement,
terminate or


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<PAGE>


surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral or the Basic Documents, or
waive timely performance or observance by the Servicer or the Seller under the
Sale and Servicing Agreement; 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. If any such amendment, modification, supplement or waiver
shall be so consented to by the Indenture Trustee or such Controlling Party, the
Issuer agrees, promptly following a request by the Indenture Trustee to do so,
to execute and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as the Indenture Trustee may deem
necessary or appropriate under the circumstances.

            Section 3.8 NEGATIVE   COVENANTS.   So  long  as  any   Notes  are
Outstanding, the Issuer shall not:

               (i)  except as expressly permitted by this Indenture or the Basic
      Documents, sell, transfer, exchange or otherwise dispose of any of the
      properties or assets of the Issuer, including those included in the Trust
      Fund, unless directed to do so by the Controlling Party;

               (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 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 Trust Fund; or

               (iii) (A) permit the validity or effectiveness of this Indenture
      to be impaired, or permit the lien in favor of the Indenture Trustee
      created by this Indenture to be amended, hypothecated, subordinated,
      terminated or discharged, or permit any Person to be released from any
      covenants or obligations with respect to the Notes under this Indenture
      except as may be expressly permitted hereby, (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 Trust Fund 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), (C) permit the lien of 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 Trust Fund or (D)
      amend, modify or fail to comply with the provisions of the Basic Documents
      without the prior written consent of the Controlling Party.

               (iv) take any action or fail to take any action that would cause
      the Issuer to be treated as an association (or publicly traded
      partnership) taxable as a corporation for U.S. Federal income tax
      purposes.




                                      -22-
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            Section 3.9 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Indenture Trustee and the Insurer, within 120 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 200[__]) and otherwise in compliance with the requirements of TIA
Section 314(a)(4), 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 of America or any state and shall
      expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee, in form satisfactory to the Indenture
      Trustee and the Insurer (so long as no Insurer Default shall have occurred
      and be continuing), the due and punctual payment of the principal of and
      interest on all Notes and the performance or observance of every agreement
      and covenant of this Indenture on the part of the Issuer to be performed
      or observed, all as provided herein;

               (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 (and
      shall have delivered copies thereof to the Indenture Trustee and the
      Insurer (so long as no Insurer Default shall have occurred or be
      continuing)) to the effect that such transaction will not have any
      material adverse tax consequence to the Trust, the Insurer or any
      Noteholder or any Certificateholder;

               (v)   all actions 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
      and the Insurer an Officer's Certificate and an Opinion of Counsel each
      stating that such consolidation or merger and such supplemental indenture
      comply with this Article III and that all conditions precedent herein
      provided for relating to such transaction have been complied with
      (including any filing required by the Exchange Act); and


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<PAGE>


               (vi) so long as no Insurer Default shall have occurred and be
      continuing, the Issuer shall have given the Insurer written notice of such
      consolidation or merger at least 20 Business Days prior to the
      consummation of such action and shall have received the prior written
      approval of the Insurer of such consolidation or merger and the Issuer or
      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 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 Trust Fund, to
any Person, unless

               (i)  the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer the conveyance or transfer of which is
      hereby restricted shall (A) be a United States citizen or a Person
      organized and existing under the laws of the United States of America or
      any state, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee, in form satisfactory to
      the Indenture Trustee and the Insurer (so long as no Insurer Default shall
      have occurred and be continuing), 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 of the Basic
      Documents on the part of the Issuer to be performed or observed, all as
      provided herein, (C) expressly agree by means of such supplemental
      indenture that all right, title and interest so conveyed or transferred
      shall be subject and subordinate to the rights of Holders of the Notes,
      (D) unless otherwise provided in such supplemental indenture, expressly
      agree to indemnify, defend and hold harmless the Issuer against and from
      any loss, liability or expense arising under or related to this Indenture
      and the Notes and (E) expressly agree by means of such supplemental
      indenture that such Person (or if a group of persons, then one specified
      Person) shall 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; the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

               (iii) the Issuer shall have received an Opinion of Counsel (and
      shall have delivered copies thereof to the Indenture Trustee and the
      Insurer (so long as no Insurer Default shall have occurred and be
      continuing)) to the effect that such transaction will not have any
      material adverse tax consequence to the Trust, the Insurer or any
      Noteholder or any Certificateholder;

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

               (v)  the Issuer shall have delivered to the Indenture Trustee and
      the Insurer an Officers' Certificate and an Opinion of Counsel each
      stating that such conveyance or transfer and such supplemental indenture
      comply with this Article III and that all



                                      -24-
<PAGE>


      conditions precedent herein provided for relating to such transaction have
      been complied with (including any filing required by the Exchange Act);
      and

               (vi) so long as no Insurer Default shall have occurred and be
      continuing, the Issuer shall have given the Insurer written notice of such
      conveyance or transfer at least 20 Business Days prior to the consummation
      of such action and shall have received the prior written approval of the
      Insurer of such consolidation or merger and the Issuer or 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

            (c)  greater than zero and (b) not less than the net worth of the
Issuer immediately prior to giving effect to such consolidation or merger.

            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 the same effect as if such Person had been
named as the Issuer herein.

            (b)  Upon a conveyance or transfer of all the assets and 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 stating that the Trust 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
Receivables in the manner contemplated by this Indenture and the Basic Documents
and activities incidental thereto. After the Pre-Funding Period, the Issuer
shall not fund the purchase any additional Receivables.

            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) obligations owing from time to
time to the Insurer under the Insurance Agreement and (iii) any other
Indebtedness permitted by or arising under the Basic Documents or the Issuer's
compliance therewith. The proceeds of the Notes shall be used exclusively to
fund the Issuer's purchase of the Receivables and the other assets specified in
the Sale and Servicing Agreement, to fund the Pre- Funding Account and the
Capitalized Interest Account, the Reserve Account and the Yield Supplement
Account and to pay the Issuer's organizational, transactional and start-up
expenses.

            Section 3.14      SERVICER'S  OBLIGATIONS.  The Issuer shall cause
the Servicer to comply with the Sale and Servicing Agreement.

            Section 3.15 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.
Except as contemplated by the Sale and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another's payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in



                                      -25-
<PAGE>


connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

            Section 3.16 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 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
Basic Document.

            Section 3.18 RESTRICTED PAYMENTS. 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, distributions
to the Servicer, the Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholders and the Insurer as permitted by, and to the extent funds are
available for such purpose under the Sale and Servicing Agreement or Trust
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 Basic Documents.

            Section 3.19 NOTICE OF EVENTS OF DEFAULT. Upon a responsible officer
of the Owner Trustee having actual knowledge thereof, the Issuer agrees to give
the Indenture Trustee, the Insurer and the Rating Agencies prompt written notice
of each Event of Default hereunder and each default on the part of the Servicer
or the Seller of its obligations under the Sale and Servicing Agreement.

            Section 3.20 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee or the Insurer, 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 3.21 AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST
AGREEMENT. The Issuer shall not agree to any amendment to Section 11.1 of the
Sale and Servicing Agreement or Section 11.1 of the Trust Agreement to eliminate
the requirements thereunder that the Indenture Trustee, the Insurer or the
Holders of the Notes consent to amendments thereto as provided therein.

            Section 3.22 INCOME TAX CHARACTERIZATION. For purposes of federal
income, state and local income and franchise and any other taxes, the Issuer
will treat the Notes as indebtedness.



                                      -26-
<PAGE>


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

            Section 4.1 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee
under Section 4.2) 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 theretofore authenticated and delivered
                  (other than (i) Notes that have been destroyed, lost or stolen
                  and that have been replaced or paid as provided in Section 2.5
                  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 3.3) have been delivered to
                  the Indenture Trustee for cancellation and the Policy has
                  expired and been returned to the Insurer for cancellation; or

                        (2) all Notes not theretofore delivered to the Indenture
                  Trustee for cancellation (i) have become due and payable, (ii)
                  will become due and payable at their respective Final
                  Scheduled Payment Dates within one year, or (iii) are to be
                  called for redemption within one year under arrangements
                  satisfactory to the Indenture Trustee for the giving of notice
                  of redemption by the Indenture Trustee in the name, and at the
                  expense, of the Issuer, and the Issuer, in the case of (i),
                  (ii) or (iii) above, has irrevocably deposited or caused to be
                  irrevocably deposited with the Indenture Trustee cash or
                  direct obligations of or obligations guaranteed by the United
                  States of America (which will mature prior to the date such
                  amounts are payable), in trust for such purpose, in an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Notes not theretofore delivered to the Indenture Trustee
                  for cancellation when due to the Final Scheduled Payment Date
                  or Redemption Date (if Notes shall have been called for
                  redemption pursuant to Section 10.1(a)), as the case may be;

                  (B) the Issuer has paid or caused to be paid all Insurer
            Secured Obligations and all Indenture Trustee Secured Obligations;
            and


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                  (C) the Issuer has delivered to the Indenture Trustee and the
            Insurer an Officer's Certificate, an Opinion of Counsel and, if
            required by the TIA, the Indenture Trustee or the Insurer (so long
            as an Insurer Default shall not have occurred and be continuing) an
            Independent Certificate from a firm of certified public accountants,
            each meeting the applicable requirements of Section 11.1(a) and each
            stating that all conditions precedent herein provided for relating
            to the satisfaction and discharge of this Indenture have been
            complied with.

            Section 4.2 APPLICATION OF TRUST MONEY. All moneys deposited with
the Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by
law.

            Section 4.3 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 3.3 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

            Section 5.1 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 after receipt of notice thereof from the Indenture Trustee
      (solely for purposes of this clause, a payment on the Notes funded by the
      Insurer shall be deemed to be a payment made by the Issuer); or

               (ii) default in the payment of the principal of or any
      installment of the principal of any Note when the same becomes due and
      payable on the related Final Scheduled Payment Date (solely for purposes
      of this clause, a payment on the Notes funded by the Insurer shall be
      deemed to be a payment made by the Issuer); or

               (iii) so long as an Insurer Default shall not have occurred and
      be continuing, an Insurance Agreement Indenture Cross Default; provided,
      however, that the occurrence of


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      an Insurance Agreement Indenture Cross Default may not form the basis of
      an Event of Default unless the Insurer shall, upon prior written notice to
      the Rating Agencies, have delivered (and not rescinded) to the Issuer and
      the Indenture Trustee a written notice specifying that such Insurance
      Agreement Indenture Cross Default constitutes an Event of Default under
      the Indenture; or

               (iv) so long as an Insurer Default shall have occurred and be
      continuing, 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), 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 30 days (or for such longer period,
      not in excess of 90 days, as may be reasonably necessary to remedy such
      default; provided that such default is capable of remedy within 90 days or
      less and the Servicer on behalf of the Owner Trustee delivers an Officer's
      Certificate to the Indenture Trustee to the effect that the Issuer has
      commenced, or will promptly commence and diligently pursue, all reasonable
      efforts to remedy such default) after there shall have been given, by
      registered or certified mail, to the Issuer by the Indenture Trustee or to
      the Issuer and the Indenture Trustee by the Holders of at least 25% of the
      Outstanding Amount of the 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; or

               (v)   so long as an Insurer Default shall have occurred and be
      continuing, 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 Trust Fund 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 Seller, the Transferor or
      the Issuer or for any substantial part of the Trust Fund, or ordering the
      winding-up or liquidation of the Seller's, the Transferor's or the
      Issuer's affairs, and such decree or order shall remain unstayed and in
      effect for a period of 60 consecutive days; or

               (vi) so long as an Insurer Default shall have occurred and be
      continuing, 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 Seller, the Transferor or the Issuer or for any
      substantial part of the Trust Fund, or the making by the Seller, the
      Transferor or the Issuer of any general assignment for the benefit of
      creditors, or the failure by the Seller, the Transferor or 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.


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            The Issuer shall deliver to the Indenture Trustee and the Insurer,
within five days after 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), its status and what
action the Issuer is taking or proposes to take with respect thereto.

            Section 5.2 RIGHTS UPON EVENT OF DEFAULT. (a) If an Event of Default
shall have occurred and be continuing, the Controlling Party may exercise any of
the remedies specified in Section 5.4(a). In the event of any acceleration of
any Notes by operation of this Section 5.2, the Indenture Trustee shall continue
to be entitled to make claims under the Policy pursuant to Section 5.18 hereof
for Scheduled Payments on the Notes. Payments under the Policy following
acceleration of any Notes shall be applied by the Indenture Trustee:

            FIRST:  to  Noteholders  for  amounts  due and unpaid on the Notes
for interest,  ratably,  without preference or priority of any kind, according
to the amounts due and payable on the Notes for interest; and

            SECOND:  to  Noteholders  for  amounts due and unpaid on the Notes
for principal,  ratably, without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal.

            (b)  In the event any Notes are accelerated due to an Event of
Default, the Insurer shall have the right (in addition to its obligation to pay
Scheduled Payments on the Notes in accordance with the Policy), but not the
obligation, to make payments under the Policy or otherwise of interest and
principal due on such Notes, in whole or in part, on any date or dates following
such acceleration as the Insurer, in its sole discretion, shall elect.

            (c)  If an Insurer Default shall have occurred and be continuing
and an Event of Default shall have occurred and be continuing, the Indenture
Trustee in its discretion may, or if so requested in writing by a Note Majority,
declare by written notice to the Issuer that the Notes become, whereupon they
shall become, immediately due and payable at par, together with accrued interest
thereon.

            (d)  If an Insurer Default shall have occurred and be continuing,
then at any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, a
Note Majority, by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:

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

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

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


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<PAGE>


               (ii) all Events of Default, other than the nonpayment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.12.

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

            Section 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE. (a) The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, 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 the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

            (b)  Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured
Party is not the Controlling Party, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or
instrument and to do in the name of the Controlling Party as well as in the
name, place and stead of such Issuer Secured Party such acts, things and deeds
for or on behalf of and in the name of such Issuer Secured Party under this
Indenture (including specifically under Section 5.4) and under the Basic
Documents which such Issuer Secured Party could or might do or which may be
necessary, desirable or convenient in such Controlling Party's sole discretion
to effect the purposes contemplated hereunder and under the Related Documents
and, without limitation, following the occurrence of an Event of Default,
exercise 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
Trust Fund.

            (c)  If an Event of Default occurs and is continuing, the Indenture
Trustee may in its discretion but with the consent of the Controlling Party and
shall, at the direction of the Controlling Party (except as provided in Section
5.3(d) below), proceed to protect and enforce its rights and the rights of the
Noteholders by such appropriate Proceedings as the Indenture Trustee or the
Controlling Party 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)  Notwithstanding anything to the contrary contained in this
Indenture (including without limitation Sections 5.4(a), 5.12, 5.13 and 5.17)
and regardless of whether an Insurer Default shall have occurred and be
continuing, if the Issuer fails to perform its obligations under Section 10.1
hereof when and as due, the Indenture Trustee may in its



                                      -31-
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discretion (and without the consent of the Controlling Party) 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 specific performance of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law; provided that the
Indenture Trustee shall only be entitled to take any such actions without the
consent of the Controlling Party to the extent such actions are taken only to
enforce the Issuer's obligations to redeem the principal amount of Notes and pay
interest thereon at the applicable Interest Rate and are taken only against the
portion of the Collateral, if any, consisting of the Pre-Funding Account, the
Capitalized Interest Account, any investments therein and any proceeds thereof.

            (e)  In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Fund, 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 gross negligence, bad faith or willful
      misconduct) and of the Noteholders allowed in such proceedings;

               (ii) unless prohibited by applicable law and regulations, to vote
      on behalf of the Holders of 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;


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<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 Indenture Trustee except as a result of negligence or bad faith.

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

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

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

            Section 5.4 REMEDIES.  (a)  If an  Event  of  Default  shall  have
occurred and be continuing,  the  Controlling  Party may do one or more of the
following (subject to Section 5.5):

               (i)  institute Proceedings in its own name and as trustee of an
      express trust for the collection of all amounts then payable on the Notes
      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
      Trust Fund;

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

               (iv) direct the Indenture Trustee to sell the Trust Fund 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, or, if the



                                      -33-
<PAGE>


      Insurer is the Controlling Party, the Insurer, may not sell or otherwise
      liquidate the Trust Fund following an Insurance Agreement Indenture Cross
      Default unless:

                  (I) such Insurance Agreement Indenture Cross Default arises
            from a claim being made on the Policy or from the insolvency of the
            Trust, or

                  (II) 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

if the Indenture Trustee is the Controlling Party, the Indenture Trustee may not
sell or otherwise liquidate the Trust Fund following an Event of Default unless
either (x) the Holders of 100% of the Outstanding Amount of the Notes consents
thereto, or (y) 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 (z) the Indenture Trustee
determines that the Trust Fund will not continue to provide sufficient funds for
the payment of principal of and interest on the Notes as they would have become
due if the Notes had not been declared due and payable, and the Indenture
Trustee provides notice to the Rating Agencies and obtains the consent of
Holders of 66-2/3% of the Outstanding Amount of the Notes.

            In determining such sufficiency or insufficiency with respect to
clause (y) and (z), the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Fund for such purpose.

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

            Section 5.6 PRIORITIES. (a) Following (1) the acceleration of the
Notes pursuant to Section 5.2 or (2) if an Insurer Default shall have occurred
and be continuing, the occurrence of an Event of Default pursuant to Section
5.1(i), 5.1(ii), 5.1(iii), 5.1(v) or 5.1(vi), the Distribution Amount, including
any money or property collected pursuant to this Article V, shall be applied by
the Indenture Trustee in the following order of priority:

              (i) FIRST: amounts due and owing and required to be distributed to
      the Servicer, the Backup Servicer, the Custodian, the Owner Trustee and
      the Indenture Trustee, respectively, pursuant to priorities (i) and (ii)
      of Section 5.6(b) of the Sale and



                                      -34-
<PAGE>


      Servicing Agreement and not previously distributed, in the order of such
      priorities and without preference or priority of any kind within such
      priorities;

               (ii)     SECOND:  to Noteholders  for amounts due and unpaid on
      the Notes for interest,  ratably,  without preference or priority of any
      kind,  according  to the  amounts  due  and  payable  on the  Notes  for
      interest;

               (iii)    THIRD:  to  Noteholders  for amounts due and unpaid on
      the Notes for principal,  ratably, (a) to the Class A-1 Noteholders, (b)
      to the Class  A-2  Noteholders  and (c) to the  Class  A-3  Noteholders,
      according to the amounts due and payable on the Notes for principal;

               (iv)     FOURTH:  amounts  due and  owing  and  required  to be
      distributed  to the Insurer  pursuant to priority (v) of Section  5.6(b)
      of the Sale and Servicing Agreement and not previously distributed; and

               (v)  FIFTH:  all  remaining  amounts  to the  Owner  Trustee  for
      distribution to  Certificateholders in accordance with Section 5.2(d) of
      the Trust Agreement;

               (vi) SIXTH: to or upon the order of the Transferor; provided that
      any amounts collected from the Pre-Funding Account shall be paid, first,
      for amounts due and unpaid on the Notes for principal, if any, for
      distribution to Noteholders in accordance with Section 10.1(b) and,
      second, in accordance with priorities ONE through SIXTH above.

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

            Section 5.7 LIMITATION OF SUITS. Neither the Insurer, nor any 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)  the Insurer or such Holder has previously given written
      notice to the Indenture Trustee of a continuing Event of Default; the
      Insurer or the Holders of not less than 25% of the Outstanding Amount of
      the Notes have made written request to the Indenture Trustee to institute
      such proceeding in respect of such Event of Default in its own name as
      Indenture Trustee hereunder;

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

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


                                      -35-
<PAGE>


               (iv)  no direction inconsistent with such written request has
      been given to the Indenture Trustee during such 60-day period by the
      Holders of a majority of the Outstanding Amount of the Notes; and

               (v)  with respect to such Holder,  an Insurer  Default shall have
      occurred and be continuing;

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

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

            Section 5.8 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

            Section 5.9 RESTORATION OF RIGHTS AND REMEDIES. If the Controlling
Party or any Noteholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such proceeding had been
instituted.

            Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy
herein conferred upon or reserved to the Controlling Party 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 Controlling Party or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any



                                      -36-
<PAGE>


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

            Section 5.12 CONTROL BY NOTEHOLDERS. Following the occurrence and
continuation of an Insurer Default, the Holders of a majority of the Outstanding
Amount of the 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 express terms of Section 5.4, any direction
      to the Indenture Trustee to sell or liquidate the Trust Fund 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 5.5 have been
      satisfied and the Indenture Trustee elects to retain the Trust Fund
      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 Trust Fund shall be of no force and
      effect; and

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

PROVIDED, HOWEVER, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to such
action.

            Section 5.13 WAIVER OF PAST DEFAULTS. If an Insurer Default shall
have occurred and be continuing prior to the declaration of the acceleration of
the maturity of the Notes as provided in Section 5.2, a Note Majority may waive
any past Default or Event of Default and its consequences except a Default (a)
in payment of principal of or interest on any of the Notes or (b) in respect of
a covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, 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, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.




                                      -37-
<PAGE>


            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 (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).

            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 advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

            Section 5.16 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 Trust Fund or
upon any of the assets of the Issuer.

            Section 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Servicer's expense, the Issuer agrees to take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Seller, the Transferor and the Servicer, as applicable, of each of their
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 Seller, the Transferor or the Servicer thereunder
and the institution of legal or administrative actions or proceedings to compel
or secure performance by the Seller or the Servicer of each of their obligations
under the Sale and Servicing Agreement.

            (b)  If the Indenture Trustee is a Controlling Party and if an
Event of Default has occurred and is continuing, the Indenture Trustee may, and,
at the direction (which direction


                                      -38-
<PAGE>


shall be in writing) of the Holders of at least 66- 2/3% of the Outstanding
Amount of the Notes and upon receipt of indemnity reasonably satisfactory to the
Indenture Trustee shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller, the Transferor 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
Seller, the Transferor 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.

            Section 5.18 CLAIMS UNDER POLICY. (a) In the event that the
Indenture Trustee has delivered a Deficiency Notice with respect to any
Determination Date pursuant to Section 5.4 of the Sale and Servicing Agreement,
the Indenture Trustee shall on the related Draw Date determine the Policy Claim
Amount for the related Payment Date. If the Policy Claim Amount for such Payment
Date is greater than zero, the Indenture Trustee shall furnish to the Insurer no
later than 3:00 p.m. New York City time on the related Draw Date a completed
Notice of Claim in the amount of the Policy Claim Amount. Amounts paid by the
Insurer pursuant to a claim submitted under this Section 5.18(a) shall be
deposited by the Indenture Trustee into the Note Distribution Account for
payment to Noteholders on the related Payment Date.

              (b)   Any notice delivered by the Indenture Trustee to the Insurer
pursuant to subsection 5.18(a) shall specify the Policy Claim Amount claimed
under the Policy and shall constitute a "Notice of Claim" under the Policy. In
accordance with the provisions of the Policy, the Insurer is required to pay to
the Indenture Trustee the Policy Claim Amount properly claimed thereunder by
12:00 noon, New York City time, on the later of (i) the third Business Day
following the Business Day on which the Notice of Claim was received, and (ii)
the applicable Payment Date. Any payment made by the Insurer under the Policy
shall be applied solely to the payment of the Notes, and for no other purpose.

            (c)   The Indenture Trustee shall (i) receive as attorney-in-fact of
each Noteholder any Policy Claim Amount from the Insurer and (ii) deposit the
same in the Note Distribution Account for distribution to Noteholders as
provided in Section 3.1 or Section 5.2 of this Indenture. Any and all Policy
Claim Amounts disbursed by the Indenture Trustee from claims made under the
Policy shall not be considered payment by the Issuer with respect to such Notes,
and shall not discharge the obligations of the Issuer with respect thereto. The
Insurer shall, to the extent it makes any payment with respect to the Notes,
become subrogated to the rights of the recipients of such payments to the extent
of such payments. Subject to and conditioned upon any payment with respect to
the Notes by or on behalf of the Insurer, the Indenture Trustee shall assign to
the Insurer all rights to the payment of interest or principal with respect to
the Notes which are then due for payment to the extent of all payments made by
the Insurer, and the Insurer may exercise any option, vote, right, power or the
like with respect to the Notes to the extent that it has made payment pursuant
to the Policy. To evidence such subrogation, the Note Registrar shall note the
Insurer's rights as subrogee upon the register of Noteholders upon receipt from
the Insurer of proof of payment by the Insurer of any Noteholders' Interest
Distributable Amount or Noteholders' Principal Distributable Amount. The
foregoing subrogation shall in all cases be subject to the rights of the
Noteholders to receive all Scheduled Payment in respect of the Notes.


                                      -39-
<PAGE>


            (d)  The Indenture Trustee shall keep a complete and accurate
record of all funds deposited by the Insurer into the Note Distribution Account
and the allocation of such funds to payment of interest on and principal paid in
respect of any Note. The Insurer shall have the right to inspect such records at
reasonable times upon one Business Day's prior notice to the Indenture Trustee.

            (e)  The Indenture Trustee shall be entitled to enforce on behalf
of the Noteholders the obligations of the Insurer under the Policy.
Notwithstanding any other provision of this Agreement or any Basic Documents,
the Noteholders are not entitled to institute proceedings directly against the
Insurer.

            Section 5.19 PREFERENCE CLAIMS. (a) In the event that the Indenture
Trustee has received a certified copy of an order of the appropriate court that
any Noteholders' Interest Distributable Amount or Noteholders' Principal
Distributable Amount paid on a Note has been avoided in whole or in part as a
preference payment under applicable bankruptcy law, the Indenture Trustee shall
so notify the Insurer, shall comply with the provisions of the Policy to obtain
payment by the Insurer of such avoided payment, and shall, at the time it
provides notice to the Insurer, notify Holders of the Notes by mail that, in the
event that any Noteholder's payment is so recoverable, such Noteholder will be
entitled to payment pursuant to the terms of the Policy. The Indenture Trustee
shall furnish to the Insurer its records evidencing the payments of principal of
and interest on Notes, if any, which have been made by the Indenture Trustee and
subsequently recovered from Noteholders, and the dates on which such payments
were made. Pursuant to the terms of the Policy, the Insurer will make such
payment on behalf of the Noteholder to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order (as defined in
the Policy) and not to the Indenture Trustee or any Noteholder directly (unless
a Noteholder has previously paid such payment to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy, in which case the Insurer will
make such payment to the Indenture Trustee for distribution to such Noteholder
upon proof of such payment reasonably satisfactory to the Insurer).

            (b)  The Indenture Trustee shall promptly notify the Insurer of any
proceeding or the institution of any action (of which the Indenture Trustee has
actual knowledge) seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(a "Preference Claim") of any distribution made with respect to the Notes. Each
Holder, by its purchase of Notes, and the Indenture Trustee hereby agree that so
long as an Insurer Default shall not have occurred and be continuing, the
Insurer may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim including,
without limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or performance
bond pending any such appeal at the expense of the Insurer, but subject to
reimbursement as provided in the Insurance Agreement. In addition, and without
limitation of the foregoing, as set forth in Section 5.18(c), the Insurer shall
be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate
and assign, to the fullest extent permitted by law, the rights of the Indenture
Trustee and each Noteholder in the conduct of any proceeding with respect to a
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in connection
with any such Preference Claim.


                                      -40-
<PAGE>


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

            Section 6.1 DUTIES OF INDENTURE TRUSTEE. (a) If an Event of Default
actually known to a Responsible Officer of the Indenture Trustee has occurred
and is continuing, the Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

            (b)  Except during the continuance of an Event of Default of which
a Responsible Officer of the Indenture Trustee has actual knowledge:

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

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

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

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

               (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 grossly 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 or 5.17.

            (d)  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.

            (e)  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.

            (f)  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


                                      -41-
<PAGE>


grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

            (g)  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, Section 6.2 and provisions
of the TIA.

            (h)  The Indenture Trustee shall, upon reasonable prior notice to
the Indenture Trustee, permit any representative of the Insurer or the
Noteholders, during the Indenture Trustee's normal business hours, to examine
all books of account, records, reports and other papers of the Indenture Trustee
relating to the Notes, to make copies and extracts therefrom and to discuss the
Indenture Trustee's affairs and actions, as such affairs and actions relate to
the Indenture Trustee's duties with respect to the Notes, with the Indenture
Trustee's officers and employees responsible for carrying out the Indenture
Trustee's duties with respect to the Notes.

            (i)  The Indenture Trustee shall, and hereby agrees that it will,
perform all of the obligations and duties required of it under the Sale and
Servicing Agreement.

            (j)  The Indenture Trustee shall, and hereby agrees that it will,
hold the Policy in trust, and will hold any proceeds of any claim on the Policy
in trust solely for the use and benefit of the Noteholders.

            (k)  Without limiting the generality of this Section 6.1, the
Indenture Trustee shall have no duty unless specifically set forth in this
Indenture or the Basic Documents (i) to see to any recording, filing or
depositing of this Indenture or any agreement referred to herein or any
financing statement evidencing a security interest in the Financed Vehicles, or
to see to the maintenance of any such recording or filing or depositing or to
any recording, refiling or redepositing of any thereof, (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any such
insurance, (iii) to see to the payment or discharge of any tax, assessment or
other governmental charge or any Lien or encumbrance of any kind owing with
respect to, assessed or levied against any part of the Trust, (iv) to confirm or
verify the contents of any reports or certificates delivered to the Indenture
Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed
by the Indenture Trustee to be genuine and to have been signed or presented by
the proper party or parties, or (v) to inspect the Financed Vehicles at any time
or ascertain or inquire as to the performance of observance of any of the
Issuer's, the Seller's or the Servicer's representations, warranties or
covenants or the Servicer's duties and obligations as Servicer and as custodian
of the Receivable Files under the Sale and Servicing Agreement.

            Section 6.2 RIGHTS OF INDENTURE TRUSTEE. (a) The Indenture Trustee
may rely on and shall be protected in acting or refraining from acting upon any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Indenture Trustee need not investigate any fact or matter
stated in the document.

            (b)  Before the Indenture Trustee acts or refrains from acting, it
may require an Officer's Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any


                                      -42-
<PAGE>


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, PeopleFirst Finance, LLC, or any other 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, that the Indenture Trustee's conduct does
not constitute willful misconduct, gross 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 otherwise exercise any rights or powers vested in it by
this Indenture, at the request, order or direction of any of the Holders of
Notes or the Controlling Party pursuant to the provisions of this Indenture,
unless such Holders of Notes or the Controlling Party shall have offered and
provided to the Indenture Trustee security or indemnity reasonably satisfactory
to the Indenture Trustee 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 with reasonable care and
skill.

            (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, and may conclusively rely on the
correctness of any statement made therein but the Indenture Trustee shall make
such investigation if requested in writing to do so by the Insurer (so long as
no, if the Insurer Default shall have occurred and be continuing) or (if an
Insurer Default shall have occurred and be continuing), the Controlling Party,
or by the Holders of Notes evidencing not less than 25% of the Outstanding
Amount thereof; 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 indemnity reasonably satisfactory
to the Indenture Trustee 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.


                                      -43-
<PAGE>


            Section 6.3 INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

            Section 6.4 INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Trust Fund or the Notes; the Indenture Trustee
shall not be accountable for the Issuer's use of the proceeds from the Notes,
and it shall not be responsible for any recitals or 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 6.5 NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is either actually known by, 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 (including
payments pursuant to the mandatory redemption provisions of such Note), the
Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

            Section 6.6 REPORTS BY INDENTURE TRUSTEE TO HOLDERS. Within the
prescribed period 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 in its possession relating to the payments made by
the Indenture Trustee on the Notes as may be reasonably required to enable such
Holder to prepare its Federal and state income tax returns.

            Section 6.7 COMPENSATION AND INDEMNITY. (a) Pursuant to Section
5.6(b) of the Sale and Servicing Agreement, the Issuer shall, or shall cause the
Servicer to, pay to the Indenture Trustee from time to time compensation for its
services and reimbursement for its expenses in accordance with a separate
agreement between the Servicer and the Indenture Trustee. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Indenture Trustee shall notify the Issuer and
the Servicer promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve
the Issuer of its obligations hereunder or the Servicer of its obligations under
Article X of the Sale and Servicing Agreement. The Issuer shall or shall cause
the Servicer to defend the claim, the Indenture Trustee may have separate
counsel and the Issuer shall 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.

            (b)  The payment obligations to the Indenture Trustee pursuant to
this Section shall survive the Termination Date and the discharge of this
Indenture subject to a satisfaction of the Rating Agency Condition. When the
Indenture Trustee incurs expenses after the occurrence


                                      -44-
<PAGE>


of a Default specified in Section 5.1(v) or (vi) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable Federal or state bankruptcy,
insolvency or similar law. Notwithstanding anything else set forth in this
Indenture or the Basic Documents, the Indenture Trustee agrees that the
obligations of the Issuer (but not the Servicer) to the Indenture Trustee
hereunder and under the Basic Documents shall be recourse to the Trust Fund only
and specifically shall not be recourse to the assets of the Seller, the
Transferor, the Depositor, the Issuer or any Noteholder or any
Certificateholder. In addition, the Indenture Trustee agrees that its recourse
to the Seller, the Transferor, the Depositor, the Issuer, the Trust Fund and the
Seller shall be limited to the right to receive the distributions referred to in
Section 5.6(b) of the Sale and Servicing Agreement

            Section 6.8 REPLACEMENT OF INDENTURE TRUSTEE. (a) The Indenture
Trustee may resign at any time by so notifying the Issuer and the Insurer. The
Controlling Party 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;

               (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;

               (iii) an involuntary case under the federal bankruptcy laws, as
      now or hereafter in effect, or another present or future federal or state
      bankruptcy, insolvency or similar law is commenced with respect to the
      Indenture Trustee and such case is not dismissed within 60 days;

               (iv) 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

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

            If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee, acceptable to the
Insurer in its sole discretion (so long as an Insurer Default shall not


                                      -45-
<PAGE>


have occurred and be continuing). If the Issuer fails to appoint such a
successor Indenture Trustee, the Controlling Party may appoint a successor
Indenture Trustee.

            A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee, to the Issuer and to the
Insurer (so long as no Insurer Default shall have occurred and be continuing).
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 subject to
satisfaction of the Rating Agency Condition. 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.

            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 Controlling Party 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 Section 6.8 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 Issuer's and the Servicer's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.

            (b)  Every temporary or permanent successor Indenture Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
and to the Indenture Trustee, each Issuer Secured Party and the Issuer an
instrument in writing accepting such appointment hereunder and the relevant
predecessor shall execute, acknowledge and deliver such other documents and
instruments as will effectuate the delivery of all Indenture Collateral to the
successor Collateral Agent, whereupon such successor, without any further act,
deed or conveyance, shall become fully vested with all the estates, properties,
rights, powers, duties and obligations of its predecessor. Such predecessor
shall, nevertheless, on the written request of either Issuer Secured Party or
the Issuer, execute and deliver an instrument transferring to such successor all
the estates, properties, rights and powers of such predecessor hereunder. In the
event that any instrument in writing from the Issuer or an Issuer Secured Party
is reasonably required by a successor Indenture Trustee to more fully and
certainly vest in such successor the estates, properties, rights, powers, duties
and obligations vested or intended to be vested hereunder in the Indenture
Trustee, any and all such written instruments shall, at the request of the
temporary or permanent successor Indenture Trustee, be forthwith executed,
acknowledged and delivered by the Issuer. The designation of any successor
Indenture Trustee and the instrument or instruments removing any Indenture
Trustee and appointing a successor hereunder,


                                      -46-
<PAGE>


together with all other instruments provided for herein, shall be maintained
with the records relating to the Collateral and, to the extent required by
applicable law, filed or recorded by the successor Indenture Trustee in each
place where such filing or recording is necessary to effect the transfer of the
Collateral to the successor Indenture Trustee or to protect or continue the
perfection of the security interests granted hereunder.

            Section 6.9 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 and shall
provide written notice thereof to the Issuer, the Insurer, and each Rating
Agency provided, however that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11 hereto.

            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 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 provisions of this Indenture,
at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Trust may at the time be located, the
Indenture Trustee with the consent of the Insurer (so long as an Insurer Default
shall not have occurred and be continuing) shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or a separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.8 hereof.

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

               (i) all rights, powers, duties and obligations conferred or
      imposed upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act or acts are to be performed
      the Indenture Trustee



                                      -47-
<PAGE>


      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 Fund or any portion thereof in any such
      jurisdiction) shall be exercised and performed singly by such separate
      trustee or co-trustee, but solely at the direction of the Indenture
      Trustee;

               (ii) no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder, including acts or
      omissions of predecessor or successor trustees; and

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

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

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

            Section 6.11 ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition or its parent and
it or its parent shall have a long term debt rating of BBB- or better by the
Rating Agencies. The Indenture Trustee shall provide copies of such reports to
the Insurer upon request. The Indenture Trustee shall comply with TIA Section
310(b), including the optional provision permitted by the second sentence of TIA
Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

            Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.


                                      -48-
<PAGE>


            Section 6.13 APPOINTMENT AND POWERS. Subject to the terms and
conditions hereof, each of the Issuer Secured Parties hereby appoints
[_____________], in its capacity as Indenture Trustee, as the collateral agent
with respect to the Collateral, and [_____________] hereby accepts such
appointment and agrees to act as collateral agent with respect to the Collateral
for the Issuer Secured Parties, to maintain custody and possession of such
Collateral (except as otherwise provided hereunder) and to perform the other
duties with respect to the Collateral in accordance with the provisions of this
Indenture. Each Issuer Secured Party hereby authorizes the Indenture Trustee to
take such action on its behalf, and to exercise such rights, remedies, powers
and privileges hereunder, as the Controlling Party may direct and as are
specifically authorized to be exercised by the Indenture Trustee by the terms
hereof, together with such actions, rights, remedies, powers and privileges as
are reasonably incidental thereto. The Indenture Trustee shall act upon and in
compliance with the written instructions of the Controlling Party delivered
pursuant to this Indenture promptly following receipt of such written
instructions; provided that the Indenture Trustee shall not act in accordance
with any instructions (i) which are not authorized by, or in violation of the
provisions of, this Indenture, (ii) which are in violation of any applicable
law, rule or regulation or (iii) for which the Indenture Trustee has not
received reasonable indemnity. Receipt of such instructions shall not be a
condition to the exercise by the Indenture Trustee of its express duties
hereunder, except where this Indenture provides that the Indenture Trustee is
permitted to act only following and in accordance with such instructions.

            Section 6.14 PERFORMANCE OF DUTIES. The Indenture Trustee shall have
no duties or responsibilities except those expressly set forth in this Indenture
and the other Basic Documents to which the Indenture Trustee is a party or as
directed by the Controlling Party in accordance with this Indenture. The
Indenture Trustee shall not be required to take any discretionary actions
hereunder except at the written direction and with the indemnification of the
Controlling Party. The Indenture Trustee shall, and hereby agrees that it will,
perform all of the duties and obligations required of it under the Sale and
Servicing Agreement.

            Section 6.15 LIMITATION ON LIABILITY. Neither the Indenture Trustee
nor any of its directors, officers or employees shall be liable for any action
taken or omitted to be taken by it or them hereunder, or in connection herewith,
except that the Indenture Trustee shall be liable for its negligence, bad faith
or willful misconduct; nor shall the Indenture Trustee be responsible for the
validity, effectiveness, value, sufficiency or enforceability against the Issuer
of this Indenture or any of the Collateral (or any part thereof).
Notwithstanding any term or provision of this Indenture, the Indenture Trustee
shall incur no liability to the Issuer or the Issuer Secured Parties for any
action taken or omitted by the Indenture Trustee in connection with the
Collateral, except for the negligence, bad faith or willful misconduct on the
part of the Indenture Trustee, and, further, shall incur no liability to the
Issuer Secured Parties except for negligence, bad faith or willful misconduct in
carrying out its duties to the Issuer Secured Parties. Subject to Section 6.16,
the Indenture Trustee shall be protected and shall incur no liability to any
such party in relying upon the accuracy, acting in reliance upon the contents,
and assuming the genuineness of any notice, demand, certificate, signature,
instrument or other document reasonably believed by the Indenture Trustee to be
genuine and to have been duly executed by the appropriate signatory, and (absent
actual knowledge to the contrary) the Indenture Trustee shall not be required to
make any independent investigation with respect thereto. The Indenture Trustee
shall at all times be free independently to establish to its reasonable
satisfaction, but shall


                                      -49-
<PAGE>


have no duty to independently verify, the existence or nonexistence of facts
that are a condition to the exercise or enforcement of any right or remedy
hereunder or under any of the Basic Documents. The Indenture Trustee may consult
with counsel, and shall not be liable for any action taken or omitted to be
taken by it hereunder in good faith and in accordance with the written advice of
such counsel. The Indenture Trustee shall not be under any obligation to
exercise any of the remedial rights or powers vested in it by this Indenture or
to follow any direction from the Controlling Party unless it shall have received
reasonable security or indemnity satisfactory to the Indenture Trustee against
the costs, expenses and liabilities which might be incurred by it.

            Section 6.16 RELIANCE UPON DOCUMENTS. In the absence of negligence,
bad faith or willful misconduct on its part, the Indenture Trustee shall be
entitled to rely on any communication, instrument, paper or other document
reasonably believed by it to be genuine and correct and to have been signed or
sent by the proper Person or Persons and shall have no liability in acting, or
omitting to act, where such action or omission to act is in reasonable reliance
upon any statement or opinion contained in any such document or instrument.

            SECTION 6.17      [RESERVED]

            SECTION 6.18      [RESERVED]

            Section 6.19 REPRESENTATIONS AND WARRANTIES OF THE INDENTURE
TRUSTEE. The Indenture Trustee represents and warrants to the Issuer and to each
Issuer Secured Party as follows:

            (a)   DUE ORGANIZATION. The Indenture Trustee is a national banking
association, duly organized, validly existing and in good standing under the
laws of the United States and is duly authorized and licensed under applicable
law to conduct its business as presently conducted.

            (b)   CORPORATE POWER. The Indenture Trustee has all requisite
right, power and authority to execute and deliver this Indenture and to perform
all of its duties as Indenture Trustee hereunder.

            (c)   DUE AUTHORIZATION. The execution and delivery by the Indenture
Trustee of this Indenture and the other Basic Documents to which it is a party,
and the performance by the Indenture Trustee of its duties hereunder and
thereunder, have been duly authorized by all necessary organizational
proceedings and no further approvals or filings, including any governmental
approvals, are required for the valid execution and delivery by the Indenture
Trustee, or the performance by the Indenture Trustee, of this Indenture and such
other Basic Documents to which it is a party.

            (d)   VALID AND BINDING INDENTURE. The Indenture Trustee has duly
executed and delivered this Indenture and each other Basic Document to which it
is a party, and each of this Indenture and each such other Basic Document
constitutes the legal, valid and binding obligation of the Indenture Trustee,
enforceable against the Indenture Trustee in accordance with its terms, except
as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and similar laws relating to or affecting the enforcement of
creditors' rights


                                      -50-
<PAGE>


generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.

            Section 6.20 WAIVER OF SETOFFS. The Indenture Trustee hereby
expressly waives any and all rights of setoff that the Indenture Trustee may
otherwise at any time have under applicable law with respect to any Trust
Account and agrees that amounts in the Trust Accounts shall at all times be held
and applied solely in accordance with the provisions hereof.

            Section 6.21 CONTROL BY THE CONTROLLING PARTY. The Indenture Trustee
shall comply with notices and instructions given by the Issuer only if
accompanied by the written consent of the Controlling Party, except that if any
Event of Default shall have occurred and be continuing, the Indenture Trustee
shall act upon and comply with notices and instructions given by the Controlling
Party alone in the place and stead of the Issuer.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

            Section 7.1 ISSUER TO FURNISH TO INDENTURE TRUSTEE NAMES AND
ADDRESSES OF NOTEHOLDERS. The Issuer will furnish or cause to be furnished to
the Indenture Trustee (a) not more than five (5) days after the earlier of (i)
each Record Date and (ii) three months after the last Record Date, a list, in
such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders as of such Record Date, (b) at such other times as the
Indenture Trustee may request in writing, within thirty (30) days after receipt
by the Issuer of any such request, a list of similar form and content as of a
date not more than ten (10) days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar,
no such list shall be required to be furnished. The Indenture Trustee or, if the
Indenture Trustee is not the Note Registrar, the Issuer shall furnish to the
Insurer in writing on an annual basis on each March 31 and at such other times
as the Insurer may request, a copy of the list.

            Section 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
7.1 and the names and addresses of Holders received by the Indenture Trustee in
its capacity as Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.1 upon receipt of a new list so
furnished.

            (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).


                                      -51-
<PAGE>


            Section 7.3 REPORTS BY ISSUER.  The Issuer shall:

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

               (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; and

               (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
      7.3(a) as may be required by rules and regulations prescribed from time to
      time by the Commission.

            Section 7.4 REPORTS BY INDENTURE TRUSTEE. If required by TIA Section
313(a), within 60 days after each June 30, beginning with June 30, 200[__], 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.

            Section 7.5 FISCAL YEAR.

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

            Section 8.1 COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive directly and without intervention or assistance of any fiscal
agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any


                                      -52-
<PAGE>


payment or performance under any agreement or instrument that is part of the
Trust Fund, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.

            Section 8.2 TRUST ACCOUNTS. (a) On or prior to the Closing Date, the
Issuer shall establish or shall cause the Servicer to establish and maintain, in
the name of the Indenture Trustee, for the benefit of the Noteholders, the
Insurer and Certificateholders, as applicable, the Trust Accounts as provided in
Section 5.1 of the Sale and Servicing Agreement.

            (b)   Subject to Section 5.6 of the Sale and Servicing Agreement, on
each Payment Date and Redemption 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 amounts and in the following order of
priority (except as otherwise provided in Section 5.6):

               (i)  accrued and unpaid interest on the Notes; provided that if
      there are not sufficient funds in the Note Distribution Account to pay the
      entire amount of accrued and unpaid interest then due on each class of the
      Notes, the amount in the Note Distribution Account shall be applied to the
      payment of such interest on the each class of Notes pro rata on the basis
      of the amount of accrued and unpaid interest due on each class of Notes;

               (ii) any amounts deposited in the Note Distribution Account with
      respect to the Remaining Pre-Funding Amount shall be distributed in
      accordance with Section 10.1 hereof;

               (iii) principal to the Holders of the Class A-1 Notes until the
      Outstanding Amount of the Class A-1 Notes is reduced to zero;

               (iv)     principal  to the Holders of the Class A-2 Notes until
      the Outstanding Amount of the Class A-2 Notes is reduced to zero; and

               (v)   principal to the Holders of the Class A-3 Notes until the
      Outstanding Amount of the Class A-3 Notes is reduced to zero.

            Section 8.3 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 and reinvested in
Eligible Investments by the Indenture Trustee upon Issuer Order, subject to the
provisions of Section 5.1(b) of the Sale and Servicing Agreement. All income or
other gain from investments of moneys deposited in a Trust Account shall be
deposited (or caused to be deposited) by the Indenture Trustee in such Trust
Account, and any loss resulting from such investments shall be charged to such
account. The Issuer 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


                                      -53-
<PAGE>


Indenture Trustee to make any such investment or sale, the Issuer shall deliver
to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture
Trustee, to such effect.

            (b)   [RESERVED]

            (c)   Subject to Section 6.1(c), the Indenture Trustee shall not in
any way be held liable by reason of any insufficiency in any of the Trust
Accounts 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 Investment issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance with
their terms.

            (d)   If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 2:00 p.m. Eastern 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 5.2, or,
if such Notes shall have been declared due and payable following an Event of
Default, amounts collected or receivable from the Trust Fund are being applied
in accordance with Section 5.5 as if there had not been such a declaration; then
the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts in investments of the type set forth in
clause (c) of the definition of Eligible Investments maturing no later than the
Business Day immediately preceding the next scheduled Payment Date.

            Section 8.4 RELEASE OF TRUST FUND. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by the provisions of this Indenture and the Sale and Servicing
Agreement shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

            (b)   The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7
have been paid, release any remaining portion of the Trust Fund from the lien of
this Indenture and release for deposit into the Certificate Distribution Account
or to 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 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

            Section 8.5 OPINION OF COUNSEL. The Indenture Trustee shall receive
at least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.4(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


                                      -54-
<PAGE>


complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Fund. 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 IX

                             SUPPLEMENTAL INDENTURES

            Section 9.1 SUPPLEMENTAL INDENTURES. (a) Without the consent of the
Holders of any Notes but with the prior written consent of the Insurer (unless
an Insurer Default shall have occurred and be continuing) and with prior notice
to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, the
Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any
time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act 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 of this Indenture, or to subject to the lien of
      this Indenture additional property;

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

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

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

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

               (vi) to evidence and provide for the acceptance of the
      appointment hereunder by a successor 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 trustee, pursuant to the requirements of Article VI; or


                                      -55-
<PAGE>


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

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

            (b)   The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Holders of the Notes
but with the consent of the Insurer, if there is no Insurer Default, and with
prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Noteholder.

            Section 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. (a)
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior written notice to the Rating Agencies, with the consent of the
Insurer (unless an Insurer Default shall have occurred and be continuing) and if
the Insurer is no longer the Controlling Party, with the consent of the Holders
of not less than a majority of the Outstanding Amount of the Notes, enter into
an indenture or indentures supplemental hereto for any purpose; provided,
however, that, no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby:

               (i) change the date of payment of any installment of principal of
      or interest on any Note, or reduce the principal amount thereof, the
      interest rate thereon or the Redemption Price with respect thereto, change
      the provision of this Indenture relating to the application of collections
      on, or the proceeds of the sale of, the Trust Fund 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;

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

               (iii) 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;

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


                                      -56-
<PAGE>


               (v)  reduce the percentage of the Outstanding Amount of the Notes
      required to direct the Indenture Trustee to direct the Issuer to sell or
      liquidate the Trust Fund pursuant to Section 5.4;

               (vi) 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 Basic Documents cannot be modified or
      waived without the consent of the Holder of each Outstanding Note;

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

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

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

            (c)   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.

            (d)   Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall mail to the Insurer and 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 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel 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 9.4 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed


                                      -57-
<PAGE>


to be modified and amended in accordance therewith with respect to the Notes
affected thereby, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Indenture
Trustee, the Issuer, the Insurer 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 9.5 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

            Section 9.6 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X

                               REDEMPTION OF NOTES

            Section 10.1 REDEMPTION. (a) The Notes are subject to redemption in
whole, but not in part, at the direction of the Seller pursuant to Section
9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the
Servicer exercises its option to purchase the Trust Estate pursuant to said
Section 9.1(a), for a purchase price equal to the Redemption Price; provided,
however, that the Issuer has available funds sufficient to pay the Redemption
Price. The Servicer or the Issuer shall furnish the Insurer and the Rating
Agencies notice of such redemption. If the Notes are to be redeemed pursuant to
this Section 10.1(a), the Servicer or the Issuer shall furnish notice of such
election to the Indenture Trustee not later than 35 days prior to the Redemption
Date and the Issuer shall deposit with the Indenture Trustee in the Note
Distribution Account the Redemption Price of the Notes to be redeemed whereupon
all such Notes shall be due and payable on the Redemption Date upon the
furnishing of a notice complying with Section 10.2 to each Holder of Notes.

            (b)   If on the Payment Date on which the Pre-Funding Period ends
(or on the Payment Date on or immediately following the last day of the Pre-
Funding Period, if the Pre-Funding Period does not end on a Payment Date), any
Pre-Funded Amount remains on deposit in the Pre-Funding Account after giving
effect to the purchase of all Subsequent Receivables, including any such
purchase on such Redemption Date, the Notes will be redeemed in whole or in
part, in an aggregate principal amount equal to the Prepayment Amount which will
be distributed pro rata to Holders of each Class of Notes based on the
Outstanding Amount of each such Class; provided that if the Remaining Pre-
Funding Amount is $100,000 or less such


                                      -58-
<PAGE>


amount shall be applied sequentially to release the Outstanding Amount of the
Class of Notes having the lowest numerical designation then outstanding until
paid in full, and then to the Class of Notes having the next lowest numerical
designation then outstanding.

            (c)   In the event that the assets of the Trust are sold pursuant to
Section 9.2 of the Trust Agreement, all amounts on deposit in the Note
Distribution Account shall be paid to the Noteholders up to the Outstanding
Amount of the Notes and all accrued and unpaid interest thereon. If amounts are
to be paid to Noteholders pursuant to this Section 10.1(c), the Servicer or the
Issuer shall, to the extent practicable, furnish notice of such event to the
Indenture Trustee not later than 45 days prior to the Redemption Date whereupon
all such amounts shall be payable on the Redemption Date.

            Section 10.2 FORM OF REDEMPTION NOTICE. (a) Notice of redemption
under Section 10.1 shall be given by the Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Redemption Date to the Insurer and each Holder of Notes, as of the close of
business on the Record Date preceding the applicable Redemption Date, at such
Holder's address appearing in the Note Register.

            All notices of redemption shall state:

               (i)   the Redemption Date;

               (ii)   the Redemption Price;

               (iii)  that the Record Date otherwise applicable to such
      Redemption Date is not applicable and that payments shall be made only
      upon presentation and surrender of such Notes and the place where such
      Notes are to be surrendered for payment of the Redemption Price (which
      shall be the office or agency of the Issuer to be maintained as provided
      in Section 3.2); and

               (iv) that (unless the Issuer shall default in the payment of the
      Redemption Price) interest on the Notes shall cease to accrue on the
      Redemption Date. Notice of redemption of the Notes shall be given by the
      Indenture Trustee in the name and at the expense of the Issuer. Failure to
      give notice of redemption, or any defect therein, to any Holder of any
      Note shall not impair or affect the validity of the redemption of any
      other Note.

            (b)   Prior notice of redemption under Section 10.1(b) is not
required to be given to Noteholders.

            Section 10.3 NOTES PAYABLE ON REDEMPTION DATE. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1), on the Redemption Date become
due and payable at the Redemption Price and (unless the Issuer shall default in
the payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price.


                                      -59-
<PAGE>


                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.1 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 and to the Insurer (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with and (iii) (if required by the TIA) an Independent Certificate
from a firm of certified public accountants meeting the applicable requirements
of this Section, except that, in the case of any such application or request as
to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.

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

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

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

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

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

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

               (i)   Whenever the Issuer is required to furnish to the Indenture
      Trustee and the Insurer an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (a)
      above, the Issuer shall also deliver to the Indenture Trustee and the
      Insurer an Independent Certificate as to the same matters, if the fair
      value to the Issuer of the securities to be so deposited and of all other
      such securities made the basis of any such withdrawal or release since the
      commencement of the then-current


                                      -60-
<PAGE>


      fiscal year of the Issuer, as set forth in the certificates delivered
      pursuant to clause (a) above and this clause (b)(i), is 10% or more of the
      Outstanding Amount of the Notes, but such a certificate need not be
      furnished with respect to any securities so deposited, if the fair value
      thereof to the Issuer as set forth in the related Officer's Certificate is
      less than $25,000 or less than 1% percent of the Outstanding Amount of the
      Notes.

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

               (iii) Whenever the Issuer is required to furnish to the Indenture
      Trustee and the Insurer an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (a)
      above, the Issuer shall also furnish to the Indenture Trustee and the
      Insurer an Independent Certificate as to the same matters if the fair
      value of the property or securities and of all other property other than
      Purchased Receivables and Liquidated Receivables, or securities released
      from the lien of this Indenture since the commencement of the then current
      calendar year, as set forth in the certificates required by clause (a)
      above and this clause (b)(iii), 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 1% percent of the then Outstanding Amount of the Notes.

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

            Section 11.2 FORM OF DOCUMENTS DELIVERED TO INDENTURE Trustee. In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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


                                      -61-
<PAGE>


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, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

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

            Section 11.3 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
6.1) 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 customary manner of the Indenture
Trustee.

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

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

            Section 11.4 NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER, INSURER
AND RATING AGENCIES. Any request, demand, authorization, direction, notice,
consent, waiver or Act of


                                      -62-
<PAGE>


Noteholders or other documents provided or permitted by this Indenture to be
made upon, given or furnished to or filed with:

            (a)   The Indenture Trustee by any Noteholder or by the Issuer shall
be sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and shall
be deemed to have been duly given upon receipt to the Indenture Trustee at its
Corporate Trust Office, or

            (b)   The Issuer by the Indenture Trustee or by any Noteholder shall
be sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and shall
be deemed to have been duly given upon receipt to the Issuer addressed to:
[_________] Owner Trust 200[__]-[__], in care of [________], [________],
[________], [________], Attention: [________] or at any other address previously
furnished in writing to the Indenture Trustee by Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

            (c)   The Insurer by the Issuer or the Indenture Trustee shall be
sufficient for any purpose hereunder if in writing and mailed by registered mail
or personally delivered or telexed or telecopied to the recipient as follows:

            To the Insurer:       [___________]
                                  [___________]
                                  [___________], [___________]
                                  Attention:   [___________]
                                  Telex No.:    (___) [___________]
                                  Confirmation: (___) [___________]
                                  Telecopy No.: (___) [___________] or
                                                (___) [___________]

            (In each case in which notice or other communication to the Insurer
refers to an Event of Default, a claim on the Policy or with respect to which
failure on the part of the Insurer to respond shall be deemed to constitute
consent or acceptance, then a copy of such notice or other communication should
also be sent to the attention of the General Counsel and the Head--Financial
Guaranty Group "URGENT MATERIAL ENCLOSED.")

            Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee, or the Owner Trustee shall be in writing, personally
delivered, delivered by overnight courier or mailed certified mail, return
receipt requested to (i) [_____________], at the following address:
[__________], [__________], [__________], [__________], [__________], Attention:
[__________] and (ii) [__________], at the following address: [___________],
[___________], [___________], [___________], Attention: [___________]; or as to
each of the foregoing, at such other address as shall be designated by written
notice to the other parties.

            Section 11.5 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


                                      -63-
<PAGE>


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 here
in provided shall conclusively be presumed to have been duly given.

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

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

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

            Section 11.6 ALTERNATE PAYMENT AND NOTICE PROVISIONS.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Indenture Trustee or any
Paying Agent to such Holder, that is different from the methods provided for in
this Indenture for such payments or notices, provided that such methods are
reasonable and consented to by the Indenture Trustee (which consent shall not be
unreasonably withheld). 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 11.7 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.

            Section 11.8 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.


                                      -64-
<PAGE>


            Section 11.9 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.

            Section 11.10 SEPARABILITY. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            Section 11.11 BENEFITS OF INDENTURE. The Insurer and its successors
and assigns shall be a third-party beneficiary to the provisions of this
Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture so long as no Insurer Default shall have occurred
and be continuing. 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
Trust Fund, any benefit or any legal or equitable right, remedy or claim under
this Indenture. The Insurer may disclaim any of its rights and powers under this
Indenture (in which case the Indenture Trustee may exercise such right or power
hereunder), but not its duties and obligations under the Policy, upon delivery
of a written notice to the Indenture Trustee.

            Section 11.12 LEGAL HOLIDAYS. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date an which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

            Section 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATION LAW, BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 11.14 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

            Section 11.15 RECORDING OF INDENTURE. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which 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 any other
person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

            Section 11.16 TRUST OBLIGATION. (a) No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Seller, the Transferor, the Depositor,


                                      -65-
<PAGE>


the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under
this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Seller, the Transferor, the Depositor,
the Servicer, the Owner Trustee or the Indenture Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee, or the
Indenture Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer, the Seller, the Transferor, the Depositor, the Servicer,
the Owner Trustee, or the Indenture Trustee or of any successor or assign of the
Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the
Indenture 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 Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.

            (b)  It is expressly understood and agreed to by the parties hereto
that (a) this Indenture is executed and delivered by Wilmington Trust Company,
not individually or personally but solely as Owner Trustee of the [_______]
Owner Trust 200[__]-[__], in the exercise of the powers and authority conferred
and vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by [__________] but is made and
intended for the purpose for binding only the Issuer, (c) nothing herein
contained shall be construed as creating any liability on [__________],
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall [__________] be personally liable
for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Issuer under this Indenture or any other related
documents.

            Section 11.17 NO PETITION. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Transferor, the
Depositor, or the Issuer, or join in any institution against the Transferor, 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 Basic Documents.

            Section 11.18 INSPECTION. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee or of
the Insurer, 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



                                      -66-
<PAGE>


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.

                    [THIS SPACE LEFT INTENTIONALLY BLANK]



                                      -67-
<PAGE>



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

                                    [_________________]
                                       OWNER TRUST 200[__]-[__]


                                    By:  [_________________], not

                                          in its individual capacity but
                                          solely as Owner/Trustee

                                    By:______________________________________
                                       Name:
                                       Title:


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

                                    By:_______________________________________
                                       Name:
                                       Title:

<PAGE>





                                                                   EXHIBIT B-1

                                 [Form of Note]

REGISTERED                                                        $[_________]
No. __________

                       SEE REVERSE FOR CERTAIN DEFINITIONS

            [Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC).]

            THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS 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.

                   [____________] OWNER TRUST 200[__]-[__]
                      Class A-1 [____]% ASSET BACKED NOTES

            [______________] OWNER TRUST 200[__]-[__], a Delaware 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 CEDE & CO.,
or registered assigns, the principal sum of [_________] payable on each Payment
Date in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $[_________] and the denominator of which is $[_________]
by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-1 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the Class A-1 Payment Date in [_____], 200[__]
(the "FINAL SCHEDULED PAYMENT DATE"). The Issuer will pay interest on this Note
at the rate per annum shown above on each Payment Date until the principal of
this Note is paid or made available for payment. With respect to any Payment
Date, interest on the Outstanding Amount of this Note will be an amount equal to
one-twelfth of the rate shown above, multiplied by the Outstanding Amount on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date). Interest on this Note will accrue for each Payment
Date for the related Interest Period. Interest will be computed on the basis of
a 360-day year consisting 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


                                     B-1-1
<PAGE>

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

            The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "POLICY") issued by Financial Security Assurance Inc. (the
"INSURER"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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

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

                                    [_________________]
                                       OWNER TRUST 200[__]-[__]


                                    By:  [_____________], not

                                          in its individual capacity but
                                          solely as Owner Trustee

                                    By:_______________________________________
                                       Name:
                                       Title:
                                       Date:



                                     B-1-2
<PAGE>




                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:


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

                                    By:_______________________________________
                                       Authorized Signatory




                                     B-1-3
<PAGE>



                              [REVERSE OF NOTE]

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 [______]% Asset Backed Notes (herein called the
"CLASS A-1 NOTES"), all issued under an Indenture dated as of [_________] [__],
200[__] (such indenture, as supplemented or amended, is herein called the
"INDENTURE"), between the Issuer and [____________], as trustee (the "INDENTURE
TRUSTEE", which term includes any successor Indenture Trustee under the
Indenture, 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 and the Class A-3 Notes
(together, the "NOTES") are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

            Principal of the Class A-1 Notes will be payable on each Payment
Date in an amount described on the face hereof. "PAYMENT DATE" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing in [______], 200[__].

            As provided in the Indenture and subject to the restrictions on
transfer and 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, (i) 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" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, 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, the
Indenture or the Basic Documents.


                                      B-1-4
<PAGE>


            By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

            The Indenture permits the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains provisions
permitting the Insurer (and in certain circumstances described in the Indenture,
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
Controlling Party or the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder 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 term "ISSUER" as used in this Note includes any successor to the
Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.

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

            This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, 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-1-5
<PAGE>


            Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Wilmington Trust
Company, any owner of a beneficial interest in the Issuer, nor any of their
respective partners, beneficiaries, agents, officers, directors, employees or
successors or assigns shall be personally liable for, nor shall recourse be had
to any of them for, the payment of principal of or interest on, or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.



                                     B-1-6
<PAGE>




                                   ASSIGNMENT

            Social  Security or taxpayer I.D. or other  identifying  number of
assignee

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___________________________________________________________
(NAME AND ADDRESS OF ASSIGNEE)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated: ___________                        _______________________________(1)
                                          Signature Guaranteed:






__________________
(1)      NOTE: The signature to this assignment must correspond with the name of
         the registered owner as it appears on the face of the within Note in
         every particular, without alteration, enlargement or any change
         whatsoever.



<PAGE>


                                     B-1-7

                                                                   EXHIBIT B-2

                            [Form of Class A-2 Note]

REGISTERED                                                         $[________]
No. __________

                       SEE REVERSE FOR CERTAIN DEFINITIONS

            [Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC).]

            THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS 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.

                   [_____________] OWNER TRUST 200[__]-[__]
                      CLASS A-2 [____]% ASSET BACKED NOTES

            [_____________] OWNER TRUST 200[__]-[__], a Delaware 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 CEDE & CO.,
or registered assigns, the principal sum of [_____________] payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[________] and the denominator of which is
$[________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-2 Notes pursuant to
Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Class A-2 Payment
Date in [__________] 200[__] (the "FINAL SCHEDULED PAYMENT DATE"). The Issuer
will pay interest on this Note at the rate per annum shown above on each Payment
Date until the principal of this Note is paid or made available for payment.
With respect to any Payment Date, interest on the Outstanding Amount of this
Note will be an amount equal to one-twelfth of the rate shown above, multiplied
by the Outstanding Amount on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Note will accrue for each Payment Date for the related Interest Period. Interest
will be computed on the basis of a 360-day year consisting 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


                                     B-2-1
<PAGE>

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

            The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "POLICY") issued by Financial Security Assurance Inc. (the
"INSURER"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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

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

                                    [_________________]
                                       OWNER TRUST 200[__]-[__]



                                    By:    [_______________], not

                                          in its individual capacity but
                                          solely as Owner Trustee

                                    By:_______________________________________
                                       Name:
                                       Title:
                                       Date:




                                     B-2-2
<PAGE>




                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:


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

                                    By:_______________________________________
                                       Authorized Signatory



<PAGE>



                                     B-2-3


                              [REVERSE OF NOTE]

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 [_____]% Asset Backed Notes (herein called the
"CLASS A-2 NOTES"), all issued under an Indenture dated as of [_________] [__],
200[__] (such indenture, as supplemented or amended, is herein called the
"INDENTURE"), between the Issuer and [___________], as trustee (the "INDENTURE
TRUSTEE", which term includes any successor Indenture Trustee under the
Indenture), 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 and the Class A-3 Notes
(together, the "NOTES") are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

            Principal of the Class A-2 Notes will be payable on each Payment
Date in an amount described on the face hereof. "PAYMENT DATE" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing in [________], 200[__].

            As provided in the Indenture and subject to the restrictions on
transfer and 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, (i) 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" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, 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, the
Indenture or the Basic Documents.


                                     B-2-4
<PAGE>


            By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

            The Indenture permits the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains provisions
permitting the Insurer (and in certain circumstances described in the Indenture,
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
Controlling Party or the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder 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 term "ISSUER" as used in this Note includes any successor to the
Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.

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

            This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, 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-2-5
<PAGE>


            Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither [___________], any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuer. The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



                                     B-2-6
<PAGE>




                                   ASSIGNMENT

            Social  Security or taxpayer I.D. or other  identifying  number of
assignee

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___________________________________
(NAME AND ADDRESS OF ASSIGNEE)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated: ___________                        _______________________________(1)
                                          Signature Guaranteed:



__________________
(1)      NOTE: The signature to this assignment must correspond with the name of
         the registered owner as it appears on the face of the within Note in
         every particular, without alteration, enlargement or any change
         whatsoever



<PAGE>





                                                                   EXHIBIT B-3

                            [Form of Class A-3 Note]

REGISTERED                                                       $[__________]
No. __________

                       SEE REVERSE FOR CERTAIN DEFINITIONS

            [Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC).]

            THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS 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.

                  [______________] OWNER TRUST 200[__]-[__]
                      CLASS A-3 [_____]% ASSET BACKED NOTES

            [______________] OWNER TRUST 200[__]-[__], a Delaware 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 CEDE & CO.,
or registered assigns, the principal sum of [______________] payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[__________] and the denominator of which is
$[__________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-3 Notes pursuant to
Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Class A-3 Payment
Date in [________], 200[__] (the "FINAL SCHEDULED PAYMENT DATE"). The Issuer
will pay interest on this Note at the rate per annum shown above on each Payment
Date until the principal of this Note is paid or made available for payment.
With respect to any Payment Date, interest on the Outstanding Amount of this
Note will be an amount equal to one-twelfth of the rate shown above, multiplied
by the Outstanding Amount on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Note will accrue for each Payment Date for the related Interest Period. Interest
will be computed on the basis of a 360-day year consisting 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



                                     B-3-1
<PAGE>


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

            The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "POLICY") issued by Financial Security Assurance Inc. (the
"INSURER"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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

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

                                    [_______________]
                                       OWNER TRUST 200[__]-[__]



                                    By:    [___________], not in its
                                          individual capacity but solely as
                                          Owner Trustee

                                    By:_______________________________________
                                       Name:
                                       Title:
                                       Date:




                                     B-3-2
<PAGE>




                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:


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

                                    By:_______________________________________
                                       Authorized Signatory





                                     B-3-3
<PAGE>




                              [REVERSE OF NOTE]

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 [______]% Asset Backed Notes (herein called the
"CLASS A-3 NOTES"), all issued under an Indenture dated as of [_______], 200[__]
(such indenture, as supplemented or amended, is herein called the "INDENTURE"),
between the Issuer and [___________], as trustee (the "INDENTURE TRUSTEE", which
term includes any successor Indenture Trustee under the Indenture), 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 and the Class A-3 Notes
(together, the "NOTES") are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

            Principal of the Class A-3 Notes will be payable on each Payment
Date in an amount described on the face hereof. "PAYMENT DATE" means the
fifteenth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing in [_________], 200[__].

            As provided in the Indenture and subject to the restrictions on
transfer and 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, (i) 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" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, 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, the
Indenture or the Basic Documents.


                                     B-3-4
<PAGE>


            By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

            The Indenture permits the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains provisions
permitting the insurer (and in certain circumstances described in the Indenture,
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
Controlling Party or the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder 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 term "ISSUER" as used in this Note includes any successor to the
Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.

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

            This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, 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-3-5
<PAGE>


            Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Wilmington Trust
Company, any owner of a beneficial interest in the Issuer, nor any of their
respective partners, beneficiaries, agents, officers, directors, employees or
successors or assigns shall be personally liable for, nor shall recourse be had
to any of them for, the payment of principal of or interest on, or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.



                                     B-3-6
<PAGE>



                                   ASSIGNMENT

            Social  Security or taxpayer I.D. or other  identifying  number of
assignee

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___________________________________
(NAME AND ADDRESS OF ASSIGNEE)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated: ___________                        _______________________________(1)
                                          Signature Guaranteed:





(1) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


___________________
(1)      NOTE: The signature to this assignment must correspond with the name of
         the registered owner as it appears on the face of the within Note in
         every particular, without alteration, enlargement or any change
         whatsoever