Exhibit 4.1

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                           DVI RECEIVABLES XVI, L.L.C.
                                     ISSUER


                                       AND


                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     TRUSTEE

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


                                    INDENTURE

                          Dated as of November 1, 2001


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



        $315,340,000 in aggregate principal amount of Asset-Backed Notes
         consisting of:

        $ 62,000,000 2.220% ASSET BACKED NOTES, SERIES 2001-2, CLASS A-1

        $ 59,500,000 2.691% ASSET BACKED NOTES, SERIES 2001-2, CLASS A-2

        $ 122,000,000 3.519% ASSET BACKED NOTES, SERIES 2001-2, CLASS A-3

        $ 134,536,000 4.613% ASSET BACKED NOTES, SERIES 2001-2, CLASS A-4

          $ 6,440,000 4.159% ASSET BACKED NOTES, SERIES 2001-2, CLASS B

         $ 12,890,000 4.405% ASSET BACKED NOTES, SERIES 2001-2, CLASS C

          $ 8,590,000 4.748% ASSET BACKED NOTES, SERIES 2001-2, CLASS D

         $ 10,740,000 7.672% ASSET BACKED NOTES, SERIES 2001-2, CLASS E


<PAGE>

                                TABLE OF CONTENTS
                                                                           Page


RECITALS OF THE ISSUER........................................................1
GRANTING CLAUSE...............................................................2


                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01    Definitions...................................................3
SECTION 1.02    Compliance Certificates.......................................3
SECTION 1.03    Form of Documents Delivered to Trustee........................3
SECTION 1.04    Acts of Noteholders, etc......................................4
SECTION 1.05    Notices.......................................................5
SECTION 1.06    Notice to Noteholders; Waiver.................................6
SECTION 1.07    Table of Contents, Headings, etc..............................6
SECTION 1.08    Successors and Assigns........................................7
SECTION 1.09    Severability Clause...........................................7
SECTION 1.10    Benefits of Indenture.........................................7
SECTION 1.11    Governing Law.................................................7
SECTION 1.12    Legal Holidays................................................7
SECTION 1.13    Execution in Counterparts.....................................7
SECTION 1.14    Inspection....................................................7
SECTION 1.15    Survival of Representations and Warranties....................8
SECTION 1.16    Incorporation by Reference to Trust Indenture Act.............8
SECTION 1.17    Communications by Noteholders with Other Noteholders..........8
SECTION 1.18    Statements Required in Officer's Certificate..................9
SECTION 1.19    When Treasury Securities are Disregarded......................9
SECTION 1.20    Rules by Trustee..............................................9
SECTION 1.21    No Adverse Interpretation of Other Agreements.................9
SECTION 1.22    No Recourse Against Others...................................10
SECTION 1.23    Independence of Covenants....................................10
SECTION 1.24    Consent to Jurisdiction......................................10
SECTION 1.25    No Bankruptcy Petition.......................................10
SECTION 1.26    Voting Rights of Class F Instruments.........................11
SECTION 1.27    Indebtedness Treatment.......................................11


                                       ii
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                                                                           Page

                                   ARTICLE II

                                    THE NOTES

SECTION 2.01    General Provisions...........................................12
SECTION 2.02    Global Notes.................................................13
SECTION 2.03    Execution, Authentication, Delivery and Dating...............16
SECTION 2.04    Registration, Transfer and Exchange..........................17
SECTION 2.05    Mutilated, Destroyed, Lost and Stolen Notes..................19
SECTION 2.06    Delivery of Class F Instruments..............................20
SECTION 2.07    Payment of Interest and Principal; Rights Preserved..........21
SECTION 2.08    Persons Deemed Owners........................................22
SECTION 2.09    Cancellation.................................................22
SECTION 2.10.   Noteholder Lists; Communications to Noteholders..............22
SECTION 2.11.   ERISA Deemed Representations.................................23

                                   ARTICLE III

                   ACCOUNTS; INVESTMENT OF MONEYS; COLLECTION
                       AND APPLICATION OF MONEYS; REPORTS

SECTION 3.01    Accounts; Investments by Trustee.............................24
SECTION 3.02    Reserved.....................................................27
SECTION 3.03    Collection of Moneys.........................................27
SECTION 3.04    Collection Account...........................................27
SECTION 3.05    Class A Distribution Sub-Account; Class B Distribution
                Sub-Account; Class C Distribution Sub-Account; Class D
                Distribution Sub-Account; Class E Distribution
                Sub-Account; Class F Distribution Sub-Account................32
SECTION 3.06    Reserved.....................................................34
SECTION 3.07    Successor Servicer Reserve Account...........................35
SECTION 3.08    Reserve Account..............................................36
SECTION 3.09    Reports; Notices of Certain Payments.........................36
SECTION 3.10.   Trustee May Rely on Certain Information from Contributor and
                Servicer.....................................................37


                                      iii

<PAGE>

                                                                           Page

                                   ARTICLE IV

                             CONTRACTS AND EQUIPMENT

SECTION 4.01    Representations and Warranties of the Issuer.................38
SECTION 4.02    Purchase upon Breach; Contribution and Servicing Agreement...38
SECTION 4.03    Release of Contracts and Equipment Following Substitution
                or Purchase..................................................39
SECTION 4.04    Release of Contracts and Equipment Upon Final Contract
                Payment......................................................39
SECTION 4.05    Execution of Documents.......................................40

                                    ARTICLE V

                 SERVICER EVENTS OF DEFAULT; SUBSTITUTE SERVICER

SECTION 5.01    Servicer Events of Default...................................41
SECTION 5.02    Substitute Servicer..........................................41
SECTION 5.03    Notification to Noteholders and Rating Agencies..............41

                                   ARTICLE VI

                           EVENTS OF DEFAULT; REMEDIES

SECTION 6.01    Events of Default............................................42
SECTION 6.02    Acceleration of Maturity; Rescission and Annulment...........43
SECTION 6.03    Other Remedies...............................................44
SECTION 6.04    Trustee May File Proofs of Claim.............................45
SECTION 6.05    Trustee May Enforce Claims Without Possession of Notes.......46
SECTION 6.06    Application of Money Collected...............................46
SECTION 6.07    Limitation on Suits..........................................48
SECTION 6.08    Unconditional Right of Noteholders to Receive Payment........49
SECTION 6.09    Restoration of Rights and Remedies...........................49
SECTION 6.10.   Rights and Remedies Cumulative...............................49
SECTION 6.11    Delay or Omission Not Waiver.................................49
SECTION 6.12    Control by Noteholders.......................................50
SECTION 6.13    Waiver of Defaults and Events of Default.....................50
SECTION 6.14    Waiver of Stay or Extension Laws.............................51
SECTION 6.15    Sale of Trust Property.......................................51
SECTION 6.16    Undertaking for Costs........................................52


                                      iv

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                                                                            Page

                                   ARTICLE VII

                                   THE TRUSTEE

SECTION 7.01    Certain Duties and Responsibilities..........................52
SECTION 7.02    Notice of Defaults or Events of Default......................53
SECTION 7.03    Certain Rights of Trustee....................................54
SECTION 7.04    Trustee's Disclaimer.........................................55
SECTION 7.05    Money Held in Trust..........................................55
SECTION 7.06    Compensation, Reimbursement, etc.............................55
SECTION 7.07    Eligibility; Disqualification................................56
SECTION 7.08    Resignation and Removal; Appointment of Successor............57
SECTION 7.09    Acceptance of Appointment by Successor.......................58
SECTION 7.10.   Merger, Conversion, Consolidation or Succession to Business..58
SECTION 7.11    Co-trustees and Separate Trustees............................58
SECTION 7.12    Trustee to Hold Contracts....................................60
SECTION 7.13    Financing Statements.........................................60
SECTION 7.14    Trustee to Act; Appointment of Successor.....................60
SECTION 7.15    Reports by Trustee to Holders................................61
SECTION 7.16    Preferential Collection of Claims Against Issuer.............61

                                  ARTICLE VIII

                                    COVENANTS

SECTION 8.01    Payment of Principal and Interest............................62
SECTION 8.02    Maintenance of Office or Agency; Chief Executive Office......62
SECTION 8.03    Money for Payments to Noteholders to Be Held in Trust........62
SECTION 8.04    Issuer Existence; etc........................................63
SECTION 8.05    Protection of Trust Property; Further Assurances.............64
SECTION 8.06    Compliance Certificates......................................65
SECTION 8.07    Performance of Obligations; Contribution and Servicing
                Agreement....................................................65
SECTION 8.08    Negative Covenants...........................................66
SECTION 8.09    Information as to the Issuer.................................68
SECTION 8.10.   Payment of Taxes and Other Claims............................68
SECTION 8.11    Indemnification..............................................69
SECTION 8.12    Contract Files to Trustee....................................69
SECTION 8.13    Payment Advices..............................................69


                                       v

<PAGE>

                                                                            Page

                                   ARTICLE IX

                     AMENDMENTS AND SUPPLEMENTAL INDENTURES

SECTION 9.01    Amendments and Supplemental Indentures.......................70
SECTION 9.02    Execution of Amendments and Supplemental Indentures..........70
SECTION 9.03    Effect of Amendments and Supplemental Indentures.............71
SECTION 9.04    Reference in Notes to Amendments and Supplemental
                Indentures...................................................71
SECTION 9.05    Compliance with Trust Indenture Act..........................71
SECTION 9.06    Revocation and Effect of Consents............................71

                                    ARTICLE X

                               REDEMPTION OF NOTES

SECTION 10.01   Optional Redemption; Election to Redeem......................72
SECTION 10.02   Notice to Trustee............................................72
SECTION 10.03   Notice of Redemption by the Issuer...........................72
SECTION 10.04   Deposit of the Redemption Price..............................73
SECTION 10.05   Notes Payable on Redemption Date.............................73

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01   Satisfaction and Discharge of Indenture......................74
SECTION 11.02   Application of Trust Money...................................75
SECTION 11.03   Reinstatement................................................75


                                       vi
<PAGE>

SCHEDULES

Schedule 1     -     Contract Schedule

EXHIBITS

Exhibit A-1    -     Form of Class A-1 Note
Exhibit A-2    -     Form of Class A-2 Note
Exhibit A-3    -     Form of Class A-3 Note
Exhibit A-4    -     Form of Class A-4 Note
Exhibit B      -     Form of Class B Note
Exhibit C      -     Form of Class C Note
Exhibit D      -     Form of Class D Note
Exhibit E      -     Form of Class E Note
Exhibit F      -     Form of Class F Instrument
Exhibit G      -     Investment Letter
Exhibit H      -     Reserved
Exhibit I      -     Tax Certificate


APPENDICES

Appendix I     -     Defined Terms


                                      vii


<PAGE>


                                    INDENTURE


     This INDENTURE ("Indenture"),  dated as of November 1, 2001, is between DVI
RECEIVABLES XVI, L.L.C., a Delaware limited liability company (herein called the
"Issuer"),  and  U.S.  BANK  TRUST  NATIONAL  ASSOCIATION,  a  national  banking
association, as trustee (herein called the "Trustee").

                             RECITALS OF THE ISSUER

     The Issuer has duly  authorized  the issuance of  $62,000,000  in aggregate
principal amount of its 2.220% Asset Backed Notes, Series 2001-2, Class A-1 (the
"Class A-1  Notes"),  $59,500,000  in aggregate  principal  amount of its 2.691%
Asset  Backed  Notes,  Series  2001-2,   Class  A-2  (the  "Class  A-2  Notes"),
$122,000,000  in aggregate  principal  amount of its 3.519% Asset Backed  Notes,
Series  2001-2,  Class A-3 (the "Class A-3  Notes"),  $134,536,000  in aggregate
principal amount of its 4.613% Asset Backed Notes, Series 2001-2, Class A-4 (the
"Class A-4 Notes"),  together with the Class A-1 Notes,  the Class A-2 Notes and
the Class A-3 Notes,  the "Class A Notes"),  $6,440,000  in aggregate  principal
amount of its 4.159% Asset Backed Notes,  Series  2001-2,  Class B (the "Class B
Notes")  $12,890,000  in aggregate  principal  amount of its 4.405% Asset Backed
Notes,  Series  2001-2,  Class C (the "Class C Notes"),  $8,590,000 in aggregate
principal amount of its 4.748% Asset Backed Notes,  Series 2001-2,  Class D (the
"Class D Notes") and  $10,740,000  in aggregate  principal  amount of its 7.672%
Asset Backed  Notes,  Series  2001-2,  Class E (the "Class E Notes" and together
with the  Class A Notes,  the  Class B Notes,  the Class C Notes and the Class D
Notes, the "Offered  Notes"),  of substantially the tenor hereinafter set forth,
and to provide  therefor  the  Issuer  has duly  authorized  the  execution  and
delivery of this Indenture.

     Subsequent to the execution and delivery of this Indenture, the Issuer may,
subject to the restrictions  described herein, enter into a Supplement directing
the  issuance of a sixth class of  securities  (the "Class F  Instruments",  and
together with the Offered  Notes,  the "Notes") which will be subordinate to the
Class A Notes,  the Class B Notes,  the Class C Notes, the Class D Notes and the
Class E Notes.

     All things  necessary  to make the Notes,  when  executed by the Issuer and
authenticated and delivered hereunder,  the valid obligations of the Issuer, and
to make this Indenture a valid  agreement of the Issuer,  in accordance with its
terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in  consideration  of the premises and the purchase of the Notes by
the holders thereof,  it is mutually  covenanted and agreed,  for the benefit of
all Noteholders, as follows:


<PAGE>

                                 GRANTING CLAUSE

     The Issuer  hereby  Grants to the Trustee,  for the benefit and security of
the  Noteholders and the Trustee as their  interests  appear herein,  all of the
Issuer's right, title and interest in and to the Trust Property. The Issuer also
hereby  assigns  to the  Trustee,  for the  benefit of the  Noteholders  and the
Trustee, its security interest in the Equipment (which shall be a first priority
perfected  security  interest in Equipment  other than with respect to Equipment
for which the  Original  Equipment  Cost is less than  $25,000)  subject  to the
underlying  equipment  lease  related to the  Contracts  and all of the Issuer's
rights in all income,  payments and proceeds related thereto.  The Grants of the
Trust Property effected by this Indenture shall include all rights,  powers, and
options  (but none of the  obligations)  of the  Issuer  with  respect  thereto,
including,  without limitation, the immediate and continuing right to claim for,
collect,  receive,  and give  receipts for  Contract  Payments in respect of the
Contracts and all other moneys payable  thereunder,  to give and receive notices
and other communications,  to recover on the Equipment pursuant thereto, to make
waivers,  amendments or other agreements, to exercise all rights and options, to
bring judicial proceedings in the name of the Issuer or otherwise,  to terminate
a Contract pursuant to the terms thereof, enforce all rights and remedies of the
Issuer  with  respect  to  the  duties,  covenants,  obligations,   indemnities,
representations  and  warranties of the  Contributor  and the Servicer under the
Contribution and Servicing  Agreement,  and generally to do and receive anything
that the  Issuer  is or may be  entitled  to do or  receive  thereunder  or with
respect thereto.  Such Grants are made in trust to secure (i) the payment of all
amounts due on the Notes in  accordance  with their  terms,  equally and ratably
without prejudice,  priority,  or distinction between any Note of the same class
and any  other  Note of the  same  class by  reason  of  differences  in time of
issuance or otherwise,  except as otherwise may be provided in this Indenture or
any Supplement,  (ii) the payment of all other sums payable under this Indenture
and (iii)  compliance  with the  provisions of this Indenture and any Supplement
with respect to the Notes.

     The Trustee  acknowledges  such  Grants,  accepts the trusts  hereunder  in
accordance with the provisions  hereof,  and agrees to perform the duties herein
required  to the best of its ability  and to the end that the  interests  of the
Noteholders may be adequately and effectively protected as hereinafter provided.


                                       2
<PAGE>

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 1.01 Definitions.

     For  purposes  of this  Indenture,  capitalized  terms used  herein but not
otherwise  defined shall have the respective  meaning  assigned to such terms in
Appendix I hereto.

     SECTION 1.02 Compliance Certificates.

     Upon any  application  or request by the Issuer to the  Trustee to take any
action under any provision of this Indenture or any  Supplement,  other than any
request that (i) the Trustee  authenticate  the Notes specified in such request,
(ii) the Trustee invest moneys in the Collection  Account or the Reserve Account
pursuant to the  written  directions  specified  in such  request,  or (iii) the
Trustee  pay moneys due and  payable to the  Issuer  hereunder  to the  Issuer's
beneficial  owner or other assignee  specified in such request,  the Trustee may
require the Issuer to furnish to the Trustee an  Officer's  Certificate  stating
that all  conditions  precedent,  if any,  provided for in this Indenture or any
Supplement  relating to the proposed action have been complied with, except that
in the  case  of any  such  requested  action  as to  which  other  evidence  of
satisfaction of the conditions precedent thereto is specifically required by any
provision of this Indenture or any Supplement, no additional certificate need be
furnished.

     SECTION 1.03 Form of Documents Delivered to 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 Officer's Certificate delivered to the Trustee may be based, insofar as
it  relates  to  legal   matters,   upon  a   certificate   or  opinion  of,  or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such Officer's Certificate or opinion and any Opinion of Counsel
may be based,  insofar as it relates to factual  matters,  upon a certificate or
opinion of, or representations  by, an Authorized Officer or Authorized Officers
of the Managing Member as to such factual matters unless such Authorized Officer
or counsel of the Managing  Member knows,  or in the exercise of reasonable care
should know, that the certificate or opinion or representations  with respect to
such matters are  erroneous.  Any Opinion of Counsel may be based on the


                                       3
<PAGE>


written  opinion of other counsel,  in which event such Opinion of Counsel shall
be accompanied by a copy of such other counsel's opinion.

     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 or any Supplement,  they may, but need not, be
consolidated and form one instrument.

     Wherever  in this  Indenture  or any  Supplement,  in  connection  with any
application  or  certificate  or report to the Trustee,  it is provided that the
Issuer  shall  deliver  any  document  as a  condition  of the  granting of such
application,  or as evidence of 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  Trustee's  right to rely upon the truth and accuracy of
any  statement or opinion  contained in any such document as provided in Section
7.01(a)(ii).

     SECTION 1.04 Acts of Noteholders, etc.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action  provided by this  Indenture or any  Supplement  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 Trustee,  with a copy (or if expressly required an original) to
the Issuer and the  Servicer.  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 or any Supplement and (subject
to Section 7.01)  conclusive in favor of the Trustee and the Issuer,  if made in
the manner provided in this Section 1.04.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in a  capacity  other  than  his  individual  capacity,  such
certificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner which the Trustee deems sufficient.

     (c) Any request, demand, authorization,  direction, notice, consent, waiver
or other Act


                                       4
<PAGE>

of the holder of any Note shall  bind every  future  holder of the same Note and
the holder of every Note issued upon the  registration of transfer thereof or in
exchange  therefor or in lieu  thereof in respect of anything  done,  omitted or
suffered to be done by the Trustee or the Issuer in reliance thereon, whether or
not notation of such action is made upon such Note.

     (d) By  accepting  the Notes  issued  pursuant  to this  Indenture  and any
Supplement,  each Noteholder  irrevocably  appoints the Trustee hereunder as the
special attorney-in-fact for such Noteholder vested with full power on behalf of
such  Noteholder  to effect and enforce the rights of such  Noteholder  pursuant
hereto and the provisions hereof for the benefit of such Noteholder.

     (e) Each holder of a Note, by acceptance of such Note, agrees to treat such
Note as  indebtedness  for  federal,  state and local  income or  franchise  tax
purposes.

     SECTION 1.05 Notices.

     Any request, demand, authorization, direction, notice, consent, waiver, Act
of Noteholders, or other document provided or permitted by this Indenture or any
Supplement to be made upon,  given or furnished to, or filed with,  the Trustee,
the Issuer or the Servicer shall be sufficient for every purpose hereunder if in
writing and telexed,  telecopied (with the original of the telexed or telecopied
material sent to the  recipient by overnight  courier on the day of the telex or
telecopy),  mailed,  first-class  postage  prepaid,  or hand  delivered.  Unless
otherwise specifically provided herein, no such request, demand,  authorization,
direction,  notice, consent,  waiver, Act of Noteholders or other document shall
be effective  until  received and any  provision  hereof  requiring  the making,
giving,  furnishing,  or filing of the same on any date shall be  interpreted as
requiring  the  same to be sent or  delivered  in such  fashion  that it will be
received  on such date.  Any such  request,  demand,  authorization,  direction,
notice, consent, waiver, Act of Noteholders,  or other document shall be sent or
delivered to the following addresses:

          (i) if to the  Trustee,  at the  Corporate  Trust  Office,  Attention:
     Structured Finance,  180 Fifth Street, St. Paul,  Minnesota,  55101 (Number
     for telecopy:  (651) 244-0089;  Number for telephonic  confirmation:  (651)
     244-0727;

          (ii) if to the Issuer, Attention: Securitization Manager, at 2500 York
     Road,  Jamison,  Pennsylvania  18929 (Number for telecopy:  (215) 488-5416;
     Number for telephonic confirmation: (215) 488-5024) or at any other address
     previously  furnished  in  writing  to the  Trustee,  the  Servicer  or the
     Contributor by the Issuer;

          (iii) if to the Contributor,  Attention:  Securitization  Manager,  at
     2500 York Road,  Jamison,  Pennsylvania  18929 (Number for telecopy:  (215)
     488-5416;  Number for telephonic  confirmation:  (215)  488-5024) or at any
     other address  previously  furnished in writing to the Trustee,  the Issuer
     and the Servicer by the Contributor;


                                       5
<PAGE>

          (iv) if to the Servicer,  Attention:  Servicing Manager,  at 2500 York
     Road,  Jamison,  Pennsylvania  18929 (Number for telecopy:  (215) 488-5416;
     Number for telephonic confirmation: (215) 488-5024) or at any other address
     previously  furnished  in  writing  to the  Trustee,  the  Issuer  and  the
     Contributor by the Servicer;

          (v) if to  Moody's,  at 99 Church  Street,  New York,  New York 10007,
     Attention: ABS Monitoring Department (Number for telecopy: (212) 553-3856),
     or at any other address or telecopy number previously  furnished in writing
     to the Trustee, the Issuer and the Servicer by Moody's; or

          (vi) if to Fitch,  Inc., at 55 East Monroe Street,  Chicago,  Illinois
     60603,  Attention:  ABS Group (Number for telecopy:  (312) 368-2069), or at
     any other address or telecopy number previously furnished in writing to the
     Trustee, the Issuer and the Servicer by Fitch, Inc.

     SECTION 1.06 Notice to Noteholders; Waiver.

     (a)  Where  this  Indenture  or  any  Supplement  provides  for  notice  to
Noteholders  of any event,  or the  mailing of any report to  Noteholders,  such
notice or report shall be sufficiently  given (unless otherwise herein expressly
provided)  if in writing and mailed,  first class  postage  prepaid,  or sent by
private  courier or confirmed  telecopy (with a copy of the telecopied  material
sent to the  recipient by overnight  courier on the day of the telecopy) to each
Noteholder  affected  by such  event or to whom such  report is  required  to be
mailed,  at such  Noteholder's  address as it appears in the Note Register,  not
later than the latest date, and not earlier than the earliest  date,  prescribed
for the giving of such notice or the mailing of such report. In any case where a
notice or report to  Noteholders  is mailed,  neither  the  failure to mail such
notice or  report,  nor any  defect in any  notice or report so  mailed,  to any
particular Noteholder shall affect the sufficiency of such notice or report with
respect to other  Noteholders.  Where this Indenture or any Supplement  provides
for  notice in any  manner,  such  notice may be waived in writing by the 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  Trustee,  but such  filing  shall  not be a  condition
precedent to the validity of any action taken in reliance upon such waiver.

     (b) In case by reason of the  suspension  of  regular  mail  service  or by
reason of any other  cause it shall be  impracticable  to mail or send notice to
Noteholders,  in accordance with Section 1.06(a),  of any event or any report to
Noteholders  when such notice or report is required to be delivered  pursuant to
any provision of this Indenture or any  Supplement,  then such  notification  or
delivery as shall be made with the  approval of the Trustee  shall  constitute a
sufficient notification for every purpose hereunder.


                                       6
<PAGE>

     SECTION 1.07 Table of Contents, Headings, etc.

     The  Table  of  Contents  and the  Article  and  Section  headings  are for
convenience  only and  shall in no way  modify or  restrict  any of the terms or
provisions hereof.

     SECTION 1.08 Successors and Assigns.

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

     SECTION 1.09 Severability Clause.

     In case any  provision in this  Indenture,  any  Supplement 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 1.10 Benefits of Indenture.

     Nothing in this  Indenture,  any  Supplement  or in the  Notes,  express or
implied,  shall  give to any  Person,  other than the  parties  hereto and their
successors hereunder, any separate trustee or co-trustee appointed under Section
7.11 and the  holders of Notes,  any  benefit or any legal or  equitable  right,
remedy or claim under this Indenture.

     SECTION 1.11 Governing Law.

     This  Indenture,  any  Supplement  and the Notes shall be governed  by, and
construed in accordance with, the laws of the State of New York,  without regard
to the conflict of laws  principles  thereof.  This  Indenture is subject to the
Trust  Indenture  Act of 1939, as amended from time to time, as in effect on any
relevant  date (the  "TIA")  and  shall be  governed  thereby  or  construed  in
accordance therewith.

     SECTION 1.12 Legal Holidays.

     In any case where any Payment Date or the Stated Maturity Date or any other
date on which  principal of or interest on any Note is proposed to be paid shall
not be a  Business  Day,  then  (notwithstanding  any  other  provision  of this
Indenture  or of the Notes) such  payment  shall be made on the next  succeeding
Business Day, and no interest shall accrue for the intervening period.


                                       7
<PAGE>

     SECTION 1.13 Execution in 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 1.14 Inspection.

     The Issuer  agrees that, on  reasonable  prior  notice,  it will permit the
representatives  of the Trustee or any  Noteholder,  during the Issuer's  normal
business  hours,  to examine all of the books of account,  records,  reports and
other papers of the Issuer,  to make copies thereof and extracts  therefrom,  to
cause such books to be audited by independent accountants selected by the Issuer
and reasonably acceptable to the Trustee or such Noteholder, as the case may be,
and to discuss its affairs,  finances and accounts with its officers,  employees
and  independent  accountants  with an Authorized  Officer of the Transferor (as
sole beneficiary of the Issuer) present (and by this provision the Issuer hereby
authorizes its  accountants to discuss with such  representatives  such affairs,
finances  and  accounts),  all at such  reasonable  times and as often as may be
reasonably  requested for the purpose of reviewing or  evaluating  the financial
condition or affairs of the Issuer or the performance of and compliance with the
covenants and undertakings of the Issuer in this Indenture, the Contribution and
Servicing  Agreement,  the  other  Transaction  Documents,  or any of the  other
documents referred to herein or therein. Any expense incident to the exercise by
the Trustee or any Noteholder during the continuance of any Default or Indenture
Event of Default  of any right  under  this  Section  1.14 shall be borne by the
Issuer,  but any expense due to the exercise of a right by any such Person prior
to the  occurrence of a Default or Indenture  Event of Default shall be borne by
such Person.

     SECTION 1.15 Survival of Representations and Warranties.

     The  representations,  warranties and  certifications of the Issuer made in
this Indenture or in any  certificate  or other writing  delivered by the Issuer
pursuant  hereto  shall  survive the  authentication  and  delivery of the Notes
hereunder, but unless explicitly provided to the contrary, they are made only as
of the Closing Date.

     SECTION 1.16 Incorporation by Reference to Trust Indenture Act.

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

     If any  provision of this  Indenture  limits,  qualifies or conflicts  with
another provision which is required to be included in this Indenture by the TIA,
the required provision of the TIA shall control.


                                       8
<PAGE>

     SECTION 1.17 Communications by Noteholders with Other Noteholders.

     A Noteholder may communicate with other Noteholders pursuant to TIA Section
312(b) with  respect to their  rights  under this  Indenture  or the Notes.  The
Issuer,  the Trustee and anyone else shall have the protection of Section 312(c)
of the TIA.

     SECTION 1.18 Statements Required in Officer's Certificate.

     Each Officer's  Certificate  with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (i) a statement  that the Person  making such  certification  has read
     such covenant or condition;

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

          (iii) a statement  that, in the opinion of such Person,  he or she has
     made such  examination  or  investigation  as is necessary to enable him 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 or not, in the opinion of such Person,
     such covenant or condition has been complied with.

     SECTION 1.19 When Treasury Securities are Disregarded.

     In determining  whether the Noteholders of the required principal amount of
Notes have concurred in any direction,  waiver or consent hereunder, Notes owned
by the  Issuer or any other  obligor  on the  Notes or by any  Affiliate  of the
Issuer or such obligor related thereto shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes which a Responsible Officer of the
Trustee  actually  knows are so owned  shall be so  disregarded.  Notes so owned
which have been  pledged in good faith shall not be  disregarded  if the pledgee
establishes to the reasonable satisfaction of the Trustee the pledgee's right so
to act with  respect to such Notes and that the pledgee is not the Issuer or any
other obligor upon the Notes or any Affiliate of the Issuer or such obligor.

     SECTION 1.20 Rules by Trustee.

     The  Trustee  may make  reasonable  rules for  action by or at a meeting of
Noteholders.


                                       9
<PAGE>

     SECTION 1.21 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Issuer or an Affiliate of the Issuer. Any such indenture,  loan
or debt agreement may not be used to interpret this Indenture.

     SECTION 1.22 No Recourse Against Others.

     All liability described in the Notes of any director,  officer, employee or
member, as such, of the Issuer is waived and released.

     SECTION 1.23 Independence of Covenants.

     All covenants and agreements in this Indenture  shall be given  independent
effect so that if any particular  action or condition is not permitted by any of
such  covenants,  the fact that it would be  permitted  by an  exception  to, or
otherwise be within the  limitations  of,  another  covenant shall not avoid the
occurrence of a Default or an Indenture Event of Default if such action is taken
or condition exists.

     SECTION 1.24 Consent to Jurisdiction.

     Each of the Issuer and the Trustee  irrevocably submits to the jurisdiction
of any New York State or Federal  court  sitting in the Borough of  Manhattan in
the City of New York  over any  suit,  action or  proceeding  arising  out of or
relating  to this  Indenture  or any Note.  Each of the Issuer  and the  Trustee
irrevocably waives, to the fullest extent permitted by laws, any objection which
it may have to the  laying of the venue of any such suit,  action or  proceeding
brought in such a court and any claim that any such suit,  action or  proceeding
brought in such a court has been brought in any inconvenient  forum. Each of the
Issuer and the Trustee  agrees that final  judgment in any such suit,  action or
proceeding  brought in such a court shall be  conclusive  and  binding  upon the
Issuer or the Trustee,  as the case may be, and may be enforced in the courts of
New York (or any other  courts to the  jurisdiction  of which the  Issuer or the
Trustee, as the case may be, is subject) by a suit upon such judgment,  provided
that  service of  process  is  effected  upon the  Issuer as  permitted  by law;
provided,  however,  that each of the Issuer and the Trustee does not waive, and
the foregoing  provisions of this sentence  shall not constitute or be deemed to
constitute a waiver of, (i) any right to appeal any such  judgment,  to seek any
stay or otherwise to seek reconsideration or review of any such judgment or (ii)
any stay of  execution  or levy  pending an appeal  from,  or a suit,  action or
proceeding for reconsideration or review of, any such judgment.

     SECTION 1.25 No Bankruptcy Petition.

     Notwithstanding any provision contained herein, each of the Noteholders and
the  Trustee  covenants  and agrees that prior to the date which is one year and
one day after the payment in full of all Notes issued by the Issuer, it will not
institute against, or join any other Person in instituting  against,  the


                                       10
<PAGE>

Issuer or its  Managing  Member any  bankruptcy,  reorganization,  receivership,
arrangement, insolvency or liquidation proceedings, or other similar proceedings
under any federal or state  bankruptcy  or similar law.  The Issuer  represents,
warrants, and covenants that it and has obtained, and will in the future obtain,
a  no-petition  agreement  from  each and  every  Person  that  enters  into any
agreement of any kind with the Issuer or its Managing Member.  This Section 1.25
shall survive the termination of this Indenture.

     SECTION 1.26 Voting Rights of Class F Instruments.

     Upon the irrevocable payment in full of all of the Class A Notes, the Class
B Notes the Class C Notes,  the Class D Notes and the Class E Notes,  all voting
and consent rights  otherwise  granted to the Class A  Noteholders,  the Class B
Noteholders,  the Class C Noteholders,  the Class D Noteholders  and the Class E
Noteholders  shall be exercised by the  requisite  percentage  of holders of the
Class F Instruments, if any.

     SECTION 1.27 Indebtedness Treatment.

     This Indenture and the Notes have been  structured  with the intention that
the Notes will qualify under applicable tax law as indebtedness. Each Noteholder
agrees to treat the Notes for  purposes  of federal,  state and local  income or
franchise  taxes  (and any  other tax  imposed  on or  measured  by  income)  as
indebtedness and to cause any Person acquiring an interest in a Note by, through
or under it to acknowledge the characterization of the Notes as indebtedness and
to agree to treat the Notes as indebtedness for such tax purposes.


                                       11
<PAGE>

                                   ARTICLE II

                                   THE NOTES

     SECTION 2.01 General Provisions.

     (a) The  Notes  issuable  hereunder  shall be issued  as  registered  Notes
without  coupons  in no more than  five  classes  as from time to time  shall be
authorized  by the Issuer.  The Notes of all classes shall be known and entitled
generally  as the  "DVI  Receivables  XVI,  L.L.C.  Asset-Backed  Notes,  Series
2001-2".  The Notes of each class shall have further  particular  designation as
the Issuer may adopt for each class,  and each Note issued  hereunder shall bear
upon the face  thereof  the  designation  so  adopted  for the class to which it
belongs. The Trustee is hereby authorized and directed upon the written order of
the Issuer to  authenticate  and deliver  Notes to be issued  hereunder  in five
classes, and, with respect to the Class A Notes only, in four tranches, entitled
"2.220%  Asset-Backed  Notes,  Series 2001-2,  Class A-1", "2.691%  Asset-Backed
Notes,  Series 2001-2,  Class A-2", "3.519%  Asset-Backed  Notes,  Series 2001-2
Class A-3",  "4.613%  Asset-  Backed Notes,  Series  2001-2 Class A-4",  "4.159%
Asset-Backed Notes, Series 2001-2,  Class B", "4.405% Asset-Backed Notes, Series
2001-2,  Class C",  "4.478%  Asset-Backed  Notes,  Series  2001- 2, Class D" and
"7.672% Asset-Backed Notes, Series 2001-2,  Class E",  respectively.  The Issuer
may issue in accordance with Section 2.06 hereof,  the Class F Instruments which
will be subordinate to the Class A Notes,  the Class B Notes, the Class C Notes,
the Class D Notes and the Class E Notes by entering into a Supplement.  The form
of  each  class  of  Offered   Notes  and  of  the  Trustee's   certificate   of
authentication  shall be in  substantially  the forms set forth in Exhibits A-1,
A-2,  A-3,  A-4,  B,  C,  D and E  hereto,  with  such  appropriate  insertions,
omissions,  substitutions,  and other variations as are required or permitted by
this  Indenture.   The  aggregate   principal  amount  of  Notes  which  may  be
authenticated  and  delivered  under this  Indenture is limited to  $416,696,000
except for Notes  authenticated and delivered upon registration of, transfer of,
or in exchange for, or in lieu of, other Notes  pursuant to Section 2.04,  2.05,
or  9.04.  The  Notes  shall be  issuable  only in  registered  form and only in
denominations  of at least  $500,000 and integral  multiples of $1,000  thereof;
provided  that the  foregoing  shall not  restrict  or prevent  the  transfer or
issuance in accordance  with Section 2.04 or 2.05 of any Note having a remaining
outstanding  principal amount of less than $500,000;  provided,  further, that a
single  Note of  each  Class  may be  issued  in a  different  amount  as may be
necessary so that the Notes of such Class  evidence  the full initial  principal
balance thereof. The Class F Instruments, if any, shall be issued in the minimum
denominations indicated in the related Supplement.

     (b) The  aggregate  amount of  principal  due and  payable on each class of
Notes on each  Payment  Date shall be equal to the sum of (i) Monthly  Principal
for such  class and (ii) any  other due and  unpaid  principal  for such  class.
Except  (i)  for  optional  redemption  pursuant  to  Section  10.01,  (ii)  for
Prepayment  Amounts or Partial Prepayment Amounts or (iii) as otherwise provided
in Section 6.02, no part of the principal of any Note shall be paid prior to the
Payment Date on which such  principal is due in  accordance  with the  preceding
provisions of this Section 2.01(b).


                                       12
<PAGE>

     (c)  Interest  and  principal on the Notes shall be payable on each Payment
Date  commencing  with the Initial  Payment Date to Noteholders of record on the
Record Date.  Interest on the Notes is required to be paid to  Noteholders in an
amount  equal to the Monthly  Interest  plus Overdue  Interest.  Interest on the
Notes  shall be  computed on the basis of a 360-day  year  consisting  of twelve
30-day months provided that for Class A-1,  interest shall be computed using the
actual number of days elapsed over a 360-day year.

     (d) All  payments  made with respect to any Note shall be made 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 and shall be applied first to the
interest then due and payable on such Notes and then to the principal thereof.

     (e) All  Notes  of the  same  class  issued  under  this  Indenture  or any
Supplement shall be in all respects equally and ratably entitled to the benefits
hereof and thereof without preference, priority or distinction on account of the
actual time or times of authentication and delivery,  all in accordance with the
terms and provisions of this Indenture or any Supplement.  Payments of principal
and  interest  on Notes  of the same  class  shall  be made pro rata  among  all
outstanding Notes of such class, without preference or priority of any kind.

     (f) The Issuer, the Trustee and each Class A, Class B, Class C, Class D and
Class E Noteholder  by  acceptance  of its Class A, Class B, Class C, Class D or
Class E Note,  respectively,  (and any Person that is a beneficial  owner of any
interest in a Class A, Class B, Class C, Class D or Class E Note,  respectively,
by virtue of such Person's  acquisition of a beneficial interest therein) agrees
to treat  such  Note(s)  for  purposes  of  federal,  state and local  income or
franchise  taxes  (and any  other tax  imposed  on or  measured  by  income)  as
indebtedness.  Each Class A,  Class B,  Class C, Class D and Class E  Noteholder
agrees that it will cause any Person  acquiring  an interest in a Class A, Class
B, Class C, Class D or Class E Note through it to acknowledge the Class A, Class
B,  Class  C,  Class D or  Class E  Notes',  respectively,  characterization  as
indebtedness  and to agree to comply with this Indenture as to treatment of such
Notes as indebtedness for such tax purposes.

     SECTION 2.02 Global Notes.

     (a) Initially,  the Class A Notes, the Class B Notes, the Class C Notes and
the Class D Notes shall be issued in the form of one or more Public Global Notes
and the  Class E Notes  shall be  issued  in the form of one or more  Rule  144A
Global  Note(s)  which  (i) shall  represent,  and  shall be  denominated  in an
aggregate amount equal to, the aggregate  principal amount of all Class A Notes,
the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes to
be issued  hereunder,  (ii) shall be  delivered as one or more Notes held by the
Book Entry Custodian, or, if appointed to hold such Notes as provided below, the
Depositary  shall be  registered  in the name of the  Depositary or its nominee,
(iii)  shall be  substantially  in the form of the Note  specified  pursuant  to
Section 2.01, with such changes therein as may be necessary to reflect that each
such Note is a global security,  and (iv) shall each bear a


                                       13
<PAGE>

legend substantially to the effect included in the form of the face of the Notes
as  set  forth  in  Exhibits  A-1,  A-2,  A-3,  A-4,  B,  C,  D  and  E  hereto.
Notwithstanding anything in any Transaction Document to the contrary, no Class E
Note shall be purchased by a Person who is not a U.S. Person,  as defined herein
and no Class E Note  shall be  purchased  by a  Person  who is not a  "qualified
institutional buyer" as defined in Rule 144A of the Securities Act.

     (b) Notwithstanding any other provisions of this Section 2.02 or of Section
2.04,  unless  and  until a  Global  Note is  exchanged  in whole  for  Notes in
definitive  form, a Global Note may be transferred,  in whole,  but not in part,
and in the manner  provided in this Section  2.02,  only by the  Depositary to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another  nominee of such Depositary or by such Depositary or any such nominee
to a successor  Depositary selected or approved by the Issuer or to a nominee of
such successor  Depositary or in the manner  specified in Section  2.02(c).  The
Depositary  shall  order the Note  Registrar  to  authenticate  and  deliver the
following  Book-Entry Notes: with respect to the Class E Notes only, a Rule 144A
Global Note having an aggregate initial  Outstanding  principal balance equal to
the Initial Class Note Balance of such  respective  Class,  and, with respect to
the Class A Notes,  the  Class B Notes,  the Class C Notes and the Class D Notes
only, a Public  Global Note,  having an initial  Outstanding  principal  balance
equal to zero. Note Owners shall hold their  respective  Ownership  Interests in
and to such Notes through the book-entry  facilities of the Depositary.  Without
limiting the foregoing,  Class A, Class B, Class C and Class D Note Owners shall
hold their respective Ownership  Interests,  if any, in Public Global Notes only
through Depositary Participants, Euroclear or Clearstream Banking, Luxembourg.

     (c) If (i) the Depositary  for the Notes  represented by one or more Global
Notes at any time notifies the Issuer that it is unwilling or unable to continue
as Depositary of the Notes or if at any time the Depositary shall no longer be a
clearing  agency  registered  under the  Exchange  Act and any other  applicable
statute or regulation,  and a successor  Depositary is not appointed or approved
by the Issuer  within 90 days after the Issuer  receives  such notice or becomes
aware of such condition,  as the case may be, (ii) the Trustee, at the direction
of Noteholders  evidencing not less than 66 2/3% of the Voting Rights, elects to
terminate  the  book-entry  system  through  the  Depositary  or (iii)  after an
Indenture  Event  of  Default  or  a  Servicer  Event  of  Default,  Noteholders
representing  more than 50% of the  Voting  Rights  advise  the  Depositary,  or
Book-Entry Custodian,  as the case may be, in writing that the continuation of a
book-entry system through the Depositary,  or the Book- Entry Custodian,  as the
case may be, is no longer in such Noteholder's best interest upon the request of
such Noteholder,  but only with respect to the interests of such Noteholder, the
Issuer will  promptly  execute,  and the  Trustee,  upon receipt of an Officer's
Certificate   evidencing  such  determination  by  the  Issuer,   will  promptly
authenticate  and make available for delivery,  Notes in definitive form without
coupons, in authorized  denominations and in an aggregate principal amount equal
to the principal amount of the Global Note or Notes then outstanding in exchange
for such  Global  Note or Notes  and  this  Section  2.02  shall  no  longer  be
applicable to the Notes. Upon the exchange of the Global Notes for such Notes in
definitive form without coupons, in authorized denominations,  such Global Notes
shall be  canceled  by the  Trustee.  Such Notes in  definitive  form  issued in
exchange  of the  Global  Notes  pursuant  to  this  Section  2.02(c)  shall  be
registered in such names and in such authorized


                                       14
<PAGE>

denominations  as the Depositary,  pursuant to  instructions  from its direct or
indirect participants or otherwise,  shall instruct the Trustee. The Trustee may
conclusively rely on any such instructions furnished by the Depositary and shall
not be liable for any delay in delivery of such instructions.  The Trustee shall
make such Notes  available for delivery to the Persons in whose names such Notes
are so registered.

     (d) As long as the Notes  outstanding are represented by one or more Global
Notes:

          (i) the Note  Registrar  and the Trustee may deal with the  Depositary
     for all purposes (including the payment of principal of and interest on the
     Notes) as the authorized representative of the Note Owners;

          (ii) the rights of Note Owners  shall be  exercised  only  through the
     Depositary and shall be limited to those  established by law and agreements
     between  such  Note  Owners  and  the  Depositary   and/or  the  Depositary
     Participants.  Unless and until Definitive Notes are issued, the Depositary
     will make  book-entry  transfers  among  the  Depositary  Participants  and
     receive and transmit  payments of principal of and interest on the Notes to
     such Depositary Participants; and

          (iii) 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 Voting Rights,  the Depositary shall be deemed
     to  represent  such  percentage  only to the  extent  that it has  received
     instructions to such effect from Note Owners and/or Depositary Participants
     owning or  representing,  respectively,  such  required  percentage  of the
     beneficial interest in the Notes (or Class of Notes) and has delivered such
     instruction to the Trustee.

     (e) If Notes are to be issued in global  form other  than as Global  Notes,
the provisions  governing such Notes shall be specified pursuant to an Officer's
Certificate with respect thereto and by an indenture supplemental hereto.

     (f) Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Notes have been issued in definitive form
to Note Owners,  the Trustee shall give all such notices and  communications  to
the Depositary.

     (g) The Trustee is hereby initially  appointed as the Book-Entry  Custodian
and hereby  agrees to act as such in accordance  with the agreement  that it has
with the Depositary authorizing it to act as such. The Book-Entry Custodian may,
and,  if it is no longer  qualified  to act as such,  the  Book-Entry  Custodian
shall,   appoint,  by  written  instrument  delivered  to  the  Issuer  and  the
Depositary,  any other transfer agent (including the Depositary or any successor
Depositary)  to  act  as  Book-Entry  Custodian  under  such  conditions  as the
predecessor  Book-Entry Custodian and the Depositary or any successor Depositary
may prescribe,  provided that the predecessor  Book-Entry Custodian shall not be
relieved  of any  of its  duties  or  responsibilities  by  reason  of any  such
appointment of other than the  Depositary.  If the Trustee resigns or is removed
in accordance with the terms hereof,  the successor Trustee or, if it so elects,
the Depositary


                                       15
<PAGE>

shall immediately succeed to its predecessor's  duties as Book- Entry Custodian.
The Issuer shall have the right to inspect,  and to obtain  copies of, any Notes
held as Book-Entry Notes by the Book-Entry Custodian.

     (h) The provisions of this Section  2.02(h) shall apply to all transfers of
Definitive  Notes, if any, issued in respect of Ownership  Interests in the Rule
144A Global Notes.

          (1) No transfer of any Class of Note or interest therein shall be made
     unless  that  transfer  is  made  pursuant  to  an  effective  registration
     statement  under  the  Securities   Act,  and  effective   registration  or
     qualification  under  applicable  state  securities  laws,  or is made in a
     transaction that does not require such registration or qualification.  If a
     transfer of any Definitive  Note is to be made without  registration  under
     the  Securities  Act (other than in  connection  with the initial  issuance
     thereof or a transfer  thereof by the Depositary or one of its Affiliates),
     then the Note  Registrar  shall refuse to register such transfer  unless it
     receives  (and upon receipt,  may  conclusively  rely upon)  either:  (i) a
     certificate  from such  Noteholder  substantially  in the form  attached as
     Exhibit G hereto or such other certification  reasonably  acceptable to the
     Trustee and a certificate  from such  Noteholder's  prospective  transferee
     substantially  in the form  attached  as  Exhibit  G hereto  or such  other
     certification  reasonably  acceptable to the Trustee; or (ii) an Opinion of
     Counsel satisfactory to the Trustee to the effect that such transfer may be
     made  without  registration  under the  Securities  Act  (which  Opinion of
     Counsel shall not be an expense of the Issuer or any Affiliate thereof that
     is a trust or of the  Depositary,  the  Servicer,  the  Trustee or the Note
     Registrar  in their  respective  capacities  as  such),  together  with the
     written certification(s) as to the facts surrounding such transfer from the
     Noteholder  desiring  to effect  such  transfer  and/or  such  Noteholder's
     prospective transferee on which such Opinion of Counsel is based. If such a
     transfer  of any  interest  in a  Book-Entry  Note  is to be  made  without
     registration  under the Securities  Act, the  transferor  will be deemed to
     have made each of the representations and warranties set forth on Exhibit G
     hereto in respect of such  interest as if it was  evidenced by a Definitive
     Note  and  the  transferee  will  be  deemed  to  have  made  each  of  the
     representations  and  warranties  set forth in  either  Exhibit G hereto in
     respect of such interest as if it was evidenced by a Definitive  Note. None
     of the  Depositary,  the  Trustee or the Note  Registrar  is  obligated  to
     register  or qualify  any Class of Notes  under the  Securities  Act or any
     other  securities  law or to take any action not otherwise  required  under
     this  Indenture  to permit the  transfer  of any Note or  interest  therein
     without  registration  or  qualification.  Any  Noteholder  or  Note  Owner
     desiring  to  effect  such a  transfer  shall,  and does  hereby  agree to,
     indemnify the  Depositary,  the Trustee and the Note Registrar  against any
     liability  that may result if the  transfer is not so exempt or is not made
     in accordance with such federal and state laws.

     SECTION 2.03 Execution, Authentication, Delivery and Dating.

     (a) The Notes  shall be  executed  manually or by  facsimile  signature  on
behalf of the Issuer by an Authorized Officer of the Issuer.


                                       16
<PAGE>

     (b) Any Note bearing the signature of an individual  who was at the time of
execution  thereof a proper  authorized  signatory  of the Issuer shall bind the
Issuer,  notwithstanding  that such  individual  did not hold such office at the
date of such Note.

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

     (d) The Notes may from time to time be executed by the Issuer and delivered
to the Trustee for authentication together with an Issuer Request to the Trustee
directing the  authentication  and delivery of such Notes and thereupon the same
shall be  authenticated  and  delivered by the Trustee in  accordance  with such
Issuer Request.

     All Notes and the interest thereon shall be nonrecourse  obligations of the
Issuer and shall be payable  from and secured by the Trust  Property.  The Notes
shall  never  constitute  obligations  of  the  Trustee,  the  Contributor,  the
Servicer,  the  Transferor,  the Managing  Member or of any  shareholder  or any
Affiliate of such parties (other than any Affiliate  that  guarantees any Notes)
or any officers, directors,  employees or agents of any thereof, and no recourse
may be had  under  or  upon  any  obligation,  covenant  or  agreement  of  this
Indenture,  any  Supplement  or of any Notes,  or for any claim based thereon or
otherwise  in respect  thereof,  against any  incorporator  or against any past,
present,  or future  owner,  partner  of an owner or any  officer,  employee  or
director  thereof  or of any  successor  entity,  or any  other  Person,  either
directly or through the Issuer,  whether by virtue of any constitution,  statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being  expressly  agreed  that  this  Indenture  and the  obligations  issued
hereunder  are  solely  obligations  of the  Issuer,  and that no such  personal
liability  whatever  shall  attach to, or is or shall be incurred  by, any other
Person  under or by reason of this  Indenture,  any  Supplement  or any Notes or
implied  therefrom,  or for any claim based thereon or in respect  thereof,  all
such  liability  and any and all such claims being hereby  expressly  waived and
released as a condition  of, and as a  consideration  for, the execution of this
Indenture and the issue of such Notes. Except as provided in any Supplement,  no
Person  other than the Issuer shall be liable for any  obligation  of the Issuer
under this Indenture or any Note or any losses incurred by any Noteholder.

     SECTION 2.04 Registration, Transfer and Exchange.

     (a) The  Issuer  shall  cause to be kept at the  Corporate  Trust  Office a
register (the "Note Register") in which, subject to such reasonable  regulations
as the Trustee may prescribe,  the Issuer shall provide for the  registration of
Notes  and of  transfers  of  Notes.  The  Trustee  is  hereby  appointed  "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided.

     (b)  Upon  surrender  for  registration  of  transfer  of any  Note  at the
Corporate  Trust


                                       17
<PAGE>

Office,  the Issuer shall execute and the Trustee upon request
shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or  more  new  Notes  of the  same  class,  of any  authorized
denominations and of a like aggregate original principal amount.

     (c) 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 and any  Supplement,  as the
Notes surrendered upon such registration of transfer or exchange.

     (d) Every Note presented or surrendered for registration of transfer or for
exchange  shall (if so required by the Issuer or the Trustee) be duly  endorsed,
or be accompanied by a written  instrument of transfer in form  satisfactory  to
the Issuer and the Trustee duly executed,  by the holder thereof or his attorney
duly authorized in writing.

     (e) No service  charge  shall be made for any  registration  of transfer or
exchange of Notes but the Issuer or the  Trustee  may  require  payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection  with any  registration  of transfer  or exchange of Notes,  but this
provision shall not apply to any exchange pursuant to Section 9.04 not involving
any transfer.

     (f) If Notes are issued or exchanged in definitive form under Section 2.02,
such Notes will not be registered by the Trustee unless each prospective initial
Noteholder  acquiring a Note, each prospective  transferee  acquiring a Note and
each prospective owner (or transferee thereof) of a beneficial interest in Notes
acquiring  such  beneficial  interest  provides the  Servicer,  the Issuer,  the
Trustee and any successor Servicer with a representation  that the statements in
either  subsections (1) or (2) of Section 2.11 is an accurate  representation as
to all sources of funds to be used to pay the purchase price of the Notes.

     (g) No transfer of a Note shall be deemed effective unless the registration
and prospectus delivery requirements of Section 5 of the Securities Act of 1933,
as amended,  and any applicable state securities laws are complied with, or such
transfer is exempt from the  registration and prospectus  delivery  requirements
under said  Securities  Act and laws. In the event that a transfer is to be made
without registration or qualification,  such Noteholder's prospective transferee
shall deliver to the Trustee an investment  letter  substantially in the form of
Exhibit  G hereto  (the  "Investment  Letter").  The  Trustee  is not  under any
obligation to register the Notes under said Act or any other  securities  law or
to bear any expense  with  respect to such  registration  by any other Person or
monitor compliance of any transfer with the securities laws of the United States
regulations  promulgated  in  connection  thereto or ERISA  unless the Notes are
issued or exchanged in definitive form under Section 2.02.


                                       18
<PAGE>

     (h) No Class E Noteholder shall transfer, sell, assign, pledge or otherwise
grant a security interest in ("Transfer"), a Class E Note, as applicable, to any
Person  that is not a  United  States  person  within  the  meaning  of  section
7701(a)(30)  of the Code. In the event of any Transfer with respect to a Class E
Note,  the  Trustee  shall  require,   in  addition  to  any  other   applicable
requirements  set forth in this Indenture,  including  without  limitation,  the
delivery  of  the  Investment  Letter,  (A)  the  purchaser  to  execute  a  Tax
Certificate in substantially the form attached as Exhibit I hereto certifying to
the  transferor  and the Trustee as to the matters set forth therein and (B) the
transferee  to  certify,  in form and  substance  reasonably  acceptable  to the
Trustee,  that (1) the  transferee  is  acquiring  the  Class E Note for its own
behalf and is not acting as agent or custodian for any other person or entity in
connection  with such  acquisition  and (2) the  transferee  is a United  States
person within the meaning of section 7701(a)(30) of the Code.

     In  addition,  no Class E  Noteholder  shall  Transfer  a Class E Note,  as
applicable,  to any Person that is a grantor trust, partnership or S corporation
(each a "Pass-Through  Entity") if substantially  all of the value of the assets
of the  Pass-Through  Entity  is  attributable  to the  Pass-  Through  Entity's
ownership  interest in securities of the Issuer other than the Class A, Class B,
Class C Notes and Class D Notes,  nor may the  Class E Notes be  Transferred  or
sold to any  Person  if, for the  purposes  of Section  7704 of the Code and the
Treasury  regulations  promulgated  thereunder,  after  giving  effect  to  such
Transfer  the Issuer would be treated  under the Code (by virtue of  calculating
the aggregate number,  Class E Noteholders and holders of the Class F Instrument
(if  issued))  as being  owned by more  than 100  persons.  In the  event of any
Transfer with respect to a Class E Note, the Trustee shall require,  in addition
to any other  applicable  requirements  set forth in this  Agreement,  including
without limitation,  the delivery of the Investment Letter, (A) the purchaser to
execute a Tax Certificate substantially in the form attached as Exhibit I hereto
in form and substance  reasonably  acceptable  to the Trustee  certifying to the
transferor  and the  Trustee as to the  matters  set forth  therein  and (B) the
transferee  to  certify,  in form and  substance  reasonably  acceptable  to the
Trustee,  that (1) the  transferee  is  acquiring  the  Class E Note for its own
behalf and is not acting as agent or custodian for any other person or entity in
connection  with  such   acquisition  and  (2)  the  transferee  is  (x)  not  a
Pass-through  Entity or (y) is a Pass-through  Entity but after giving effect to
such purchase of such Note by such person, substantially all of the value of the
assets  of the  Pass-Through  Entity  is not  attributable  to the  Pass-Through
Entity's ownership interest in Class E Notes.

     SECTION 2.05 Mutilated, Destroyed, Lost and Stolen Notes.

     (a) If any mutilated Note is  surrendered to the Trustee,  the Issuer shall
execute and the Trustee shall  authenticate  and deliver in exchange  therefor a
replacement  Note of the same  class,  of like  tenor and  principal  amount and
bearing a number not contemporaneously outstanding.

     (b) If there shall be  delivered to the Issuer and the Trustee (i) evidence
to their  satisfaction  of the  destruction,  loss or theft of any Note and (ii)
such  security or  indemnity as may be required by them to save each of them and
any agent of either of them  harmless,  then, in the absence of actual notice to
the  Issuer  or the  Trustee  that such  Note has been  acquired  by a bona fide
purchaser,  the Issuer  shall  execute and upon its  request  the Trustee  shall
authenticate and deliver, in lieu of any such


                                       19
<PAGE>

destroyed,  lost or stolen Note, a replacement  Note of the same class,  of like
tenor  and  principal   amount  and  bearing  a  number  not   contemporaneously
outstanding.

     (c) In case the  final  installment  of  principal  on any such  mutilated,
destroyed,  lost or  stolen  Note has  become or will at the next  Payment  Date
become due and payable,  the Issuer in its discretion may,  instead of issuing a
replacement Note, pay such Note.

     (d) Upon the  issuance  of any  replacement  Note under this  Section,  the
Issuer or the Trustee may require the payment of a sum  sufficient  to cover any
tax or other governmental charge that may be imposed as a result of the issuance
of such replacement Note.

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

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

     SECTION 2.06 Delivery of Class F Instruments.

     (a) The  Issuer  may issue the Class F  Instruments  upon  delivery  to the
Trustee of the following:  (i) a Supplement in form  reasonably  satisfactory to
the Trustee  executed by the Issuer,  the Trustee and any other applicable party
and specifying  the items  provided in Section  2.06(c) and any other terms (the
"Principal   Terms"),   (ii)  any  related  credit  enhancement   agreements  as
contemplated by such  Supplement,  (iii) written  confirmation  from each Rating
Agency  that the  issuance  of such  Class F  Instruments  will not  result in a
Ratings Effect with respect to any class of Notes;  provided,  however,  that no
such  written  confirmation  shall be  required if the Class F  Instruments  are
issued on the Closing Date, (iv) such other closing documents,  certificates and
Opinions  of Counsel as may be  required  by this  Indenture  or the  applicable
Supplement and (v) an Officer's Certificate from the Issuer stating that each of
the  conditions  to the  issuance of the Class F  Instruments  set forth in this
Section 2.06 have been  satisfied.  In no event shall the Issuer issue a Class F
Instrument to the order of the Issuer or an Affiliate.

     (b) Any  such  Class F  Instrument  shall be  substantially  in the form of
Exhibit F hereto and shall bear,  upon its face, the  designation for such class
to which it belongs  so  selected  by the  Issuer  and set forth in the  related
Supplement.  All Class F Instruments  shall be identical in all respects  except
for the  denominations  thereof and shall be equally and ratably  entitled among
themselves to the benefits of this Indenture and any Supplement  thereof without
preference,  priority or  distinction on account of the actual title or times of
authentication and delivery,  all in accordance with the terms and provisions of
this Indenture


                                       20
<PAGE>

and such Supplement.  Notwithstanding anything contained in any Supplement, such
Class F Instruments,  if any,  shall be  subordinate  to the Class A Notes,  the
Class B Notes,  the Class C Notes,  the Class D Notes and the Class E Notes, and
no Class F Instruments shall adversely affect the method of allocating Available
Funds to Class A Notes,  the Class B Notes, the Class C Notes, the Class D Notes
or the Class E Notes for any  period or alter or affect  the manner or timing of
distributions  to the Class A, Class B, Class C, Class D or Class E  Noteholders
or the rights or priority of such holders in and to the Trust Property.

     (c) Any Supplement  relating to Class F Instruments shall define or provide
for, but shall not be limited to, the following Principal Terms: (i) the name or
designation of the Class F Instruments,  (ii) the initial balance of the Class F
Instrument (or method for calculating  such amount),  (iii) the rate of interest
applicable to such Class F Instrument (or formula for the determination thereof,
which  may  provide  that  such  rate is a  floating  rate),  (iv)  the  Class F
Percentage,  (v) the Stated  Maturity Date,  (vi) the Redemption  Price, if any,
(vii) the Payment Dates and the date or dates from which  interest  shall accrue
and (viii) if the Class F  Instruments  are  entitled  to receive  less than the
entire amount  distributable  to the Issuer or its designee  pursuant to Section
3.04(b)(xiii),  the amount that the Class F Instruments are entitled to receive;
provided that no such Supplement shall conflict with the terms of this Indenture
in any respect.

     (d) The Issuer will not issue,  sell,  assign,  pledge or otherwise grant a
security  interest  in,  the Class F  Instruments  without an Opinion of Counsel
acceptable  in form and  substance  to the Trustee and  addressed to the Trustee
delivered by outside counsel to the Issuer to the effect that for federal income
tax purposes (i) such issuance, sale, assignment,  pledge or grant of a security
interest in the Class F Instruments will not affect the tax  characterization of
any of the  Class A  Notes,  Class B  Notes,  Class C Notes  or Class D Notes as
indebtedness  or Class E Notes as indebtedness  or partnership  interests,  (ii)
such issuance,  sale, assignment,  pledge or grant of a security interest in the
Class F  Instruments  will not  constitute  a deemed  reissuance  of the Class A
Notes,  the Class B Notes,  the Class C Notes,  the Class D Notes or the Class E
Notes under Treasury  Regulations  ss.1.1001-3  and (iii) such  issuance,  sale,
assignment,  pledge or grant of a security  interest in the Class F  Instruments
will not prevent the income from the Trust Property from being properly included
in the consolidated federal income tax return of the DVI Group.

     SECTION 2.07 Payment of Interest and Principal; Rights Preserved.

     (a) Any  installment  of interest or principal  payable on any Note that is
paid or duly provided for by the Issuer on the applicable  Payment Date shall be
paid to the  Person  in whose  name  such  Note was  registered  at the close of
business  on the  Record  Date  for  such  Payment  Date  by  wire  transfer  of
immediately  available  funds to the  account and number  specified  in the Note
Register on such Record Date for such Person or, if no such account or number is
so specified, then by check mailed to such Person's address as it appears in the
Note Register on such Record Date.

     (b) All  reductions in the principal  amount of a Note effected by payments
of  installments of principal made on any Payment Date shall be binding upon all
holders of such Note and of


                                       21
<PAGE>

any Note  issued  upon the  registration  of  transfer  thereof  or in  exchange
therefor or in lieu thereof,  whether or not such payment is noted on such Note.
All payments on the Notes shall be paid without any  requirement  of presentment
but each holder of any Note shall be deemed to agree,  by its  acceptance of the
same, to surrender  such Note at the  Corporate  Trust Office for the payment of
the final installment of principal on such Note.

     SECTION 2.08 Persons Deemed Owners.

     Prior  to due  presentment  of a Note for  registration  or  transfer,  the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Noteholder  as the owner of such Note for the  purpose of  receiving  payment of
principal  of and interest on such Note and for all other  purposes  whatsoever,
whether or not such Note be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.

     SECTION 2.09 Cancellation.

     All Notes  surrendered  for  registration  of transfer or exchange or final
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Issuer may at any time
deliver to the Trustee for cancellation any Notes previously  authenticated  and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Trustee.  No Notes
shall be  authenticated  in lieu of or in exchange  for any Notes  cancelled  as
provided in this Section,  except as expressly permitted by this Indenture.  All
cancelled  Notes held by the Trustee may be disposed of in the normal  course of
its business or as directed by an Issuer Order.

     SECTION 2.10. Noteholder Lists; Communications to Noteholders.

     (a) The  Trustee  shall  preserve  in as  current  a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Noteholders.  If the  Trustee  is not the Note  Registrar,  the  Issuer or other
obligor, if any, shall furnish to the Trustee at least three Business Days prior
to each  Record  Date and at such  other  times as the  Trustee  may  request in
writing a list in such form and as of such date as the  Trustee  may  reasonably
require of the names and addresses of Noteholders.

     (b) If any Noteholder  (herein  referred to as an  "applicant")  applies in
writing to the Trustee,  and such application  states that the applicant desires
to communicate  with other  Noteholders  with respect to their rights under this
Indenture or under the Notes, then the Trustee shall, within three Business Days
after the receipt of such application,  afford such  applicant(s)  access to the
information  preserved  at the time by the Trustee in  accordance  with  Section
2.10(a).

     (c) Every  Noteholder,  by receiving and holding the same,  agrees with the
Issuer and the Trustee  that neither the Issuer nor the Trustee nor any agent of
either of them shall be held accountable


                                       22
<PAGE>

by  reason  of the  disclosure  of any  such  information  as to the  names  and
addresses of the Noteholders in accordance with Section  2.10(b),  regardless of
the source from which such  information was derived,  and that the Trustee shall
not be held accountable by reason of mailing any material  pursuant to a request
made under Section 2.10(b).

     SECTION 2.11. ERISA Deemed Representations

     Each  prospective  initial  Noteholder  acquiring  Notes,  each prospective
transferee  acquiring  the  Notes,  and each  prospective  owner (or  transferee
thereof) of a beneficial interest in Notes (each a "Prospective  Owner") will be
deemed to have  represented  by such  purchase to the Issuer,  the Trustee,  the
Servicer and any successor  Servicer that either (1) it is not a plan within the
meaning of Section 3(3) of ERISA or Section 4975 of the Code ("Plan") and is not
directly or indirectly  acquiring the Notes on behalf of, as investment  manager
of, as named  fiduciary  of, as trustee of, or with the assets of a Plan; or (2)
the  acquisition  and  holding of the Notes  will not give rise to a  prohibited
transaction  under Section 406(a) of ERISA or Section 4975 of the Code for which
a statutory or administrative exemption is unavailable.


                                       23
<PAGE>

                                   ARTICLE III

                   ACCOUNTS; INVESTMENT OF MONEYS; COLLECTION
                       AND APPLICATION OF MONEYS; REPORTS

     SECTION 3.01 Accounts; Investments by Trustee.

     (a) The  Servicer,  pursuant  to a Lock-Box  Agreement,  shall  establish a
Lock-Box  Account,  which account shall be an Eligible Deposit  Account,  in the
name of the Trustee for the benefit of the  Noteholders.  Each Lock-Box  Account
shall be a segregated  account  initially  established and maintained with First
National Bank of Chicago,  Firstar Bank N.A. or such other  Lock-Box Bank as the
Servicer  may select;  provided,  however,  that the Servicer (i) shall give the
Trustee and the Rating Agencies  written notice of any change in the location of
a Lock-Box Account and (ii) shall give at least 10 days' prior written notice of
the new location to each Obligor.

          In  addition,  on or  before  the  Closing  Date,  the  Trustee  shall
establish in the name of the Trustee for the benefit of the  Noteholders and the
Issuer to the extent of their  interests  therein as provided in this  Indenture
and in the Contribution and Servicing Agreement,  the following accounts,  which
accounts shall be trust accounts maintained at the Corporate Trust Office:

          (i)   Collection Account;

          (ii)  Distribution Account;

          (iii) Reserve Account; and

          (iv)  Successor Servicer Reserve Account.

Each of such accounts shall be established and maintained as an Eligible Deposit
Account.  In  addition,  the  Trustee  shall  establish  a  sub-account  to  the
Distribution  Account  for each Class of Notes (such  sub-accounts  the "Class A
Distribution Sub-Account," the "Class B Distribution Sub- Account," the "Class C
Distribution  Sub-Account" the "Class D Distribution  Sub-Account," the "Class E
Distribution   Sub-Account"  and,  if  necessary,   the  "Class  F  Distribution
Sub-Account").  Subject to the further  provisions of this Section 3.01(a),  the
Trustee shall,  upon receipt or upon transfer from another account,  as the case
may be, deposit into such accounts all amounts received by it which are required
to be deposited therein in accordance with the written direction of the Servicer
and the provisions of this Indenture.  All such amounts and all investments made
with such amounts,  including  all income and other gain from such  investments,
shall be held by the Trustee in such  accounts as part of the Trust  Property as
herein  provided,  subject to withdrawal by the Trustee in accordance  with, and
for the purposes  specified in the written direction of the Servicer pursuant to
the provisions of, this Indenture.


                                       24
<PAGE>

     The  Collection  Account  shall be comprised of more than one such Eligible
Deposit Account,  but shall, for the purposes of the Transaction  Documents,  be
deemed  to be one  account.  Funds  shall be  withdrawn  equally  from each such
Eligible  Account that  constitutes the Collection  Account to make all payments
from the Collection  Account in accordance with the terms and conditions of this
Indenture.

     (b) The Trustee shall hold in trust but shall not be required to deposit in
any account  specified in Section 3.01(a) any payment  received by it until such
time as the Trustee shall have  identified to its  reasonable  satisfaction  the
nature of such payment and, on the basis thereof, the proper account or accounts
into which such payment is to be  deposited.  In  determining  into which of the
accounts,  if any, referred to above any amount received by the Trustee is to be
deposited, the Trustee may conclusively rely (in the absence of bad faith on the
part  of the  Trustee)  on the  written  instructions  of the  Servicer.  Unless
otherwise advised in writing by the Servicer,  the Trustee shall assume that any
amount remitted to it is to be deposited into the Collection Account pursuant to
Section  3.03(b).  The Trustee may establish  from time to time such deadline or
deadlines  as  it  shall   determine   are   reasonable   or  necessary  in  the
administration  of the Trust  Property  after  which  all  amounts  received  or
collected by the Trustee on any day shall not be deemed to have been received or
collected until the next succeeding Business Day.

     (c) The Trustee shall have no right of set-off with respect to any Lock-Box
Account,  the Collection  Account,  the Reserve Account,  the Successor Servicer
Reserve Account, the Distribution Account, the Class A Distribution Sub-Account,
the Class B Distribution Sub- Account, the Class C Distribution Sub-Account, the
Class D  Distribution  Sub-Account,  the Class E Distribution  Sub-Account,  the
Class  F  Distribution  Sub-Account  or any  investment  therein,  or any  Trust
Property,  including  collections or proceeds with respect thereto regardless of
when or how held by the Trustee and whether or not commingled.

     (d) So long as no Default or Indenture Event of Default shall have occurred
and be continuing, the amounts in the Collection Account and the Reserve Account
shall be invested and reinvested by the Trustee  pursuant to a Servicer Order in
one or more  Eligible  Investments  and the  amounts in the  Successor  Servicer
Reserve  Account shall be invested and  reinvested by the Trustee  pursuant to a
Servicer Order in one or more  investments  described in paragraph  (vii) of the
definition of Eligible Investments.  Subject to the restrictions on the maturity
of  investments  set forth in  Section  3.01(f),  each such  Servicer  Order may
authorize  the  Trustee  to make the  specific  Eligible  Investments  set forth
therein,  to make Eligible  Investments  from time to time  consistent  with the
general instructions set forth therein, or to make specific Eligible Investments
pursuant  to  instructions  received  in writing or by  telegraph  or  facsimile
transmission from the employees or agents of the Servicer identified therein, in
each case in such amounts as such Servicer Order shall specify.  The Issuer, and
any Class F Instrumentholder, agrees to report as income for financial reporting
and tax purposes (to the extent  reportable) all investment  earnings on amounts
in the  Collection  Account,  the  Reserve  Account and the  Successor  Servicer
Reserve Account.

     (e) In the event that  either (i) the  Servicer  shall have  failed to give
investment directions to the Trustee by 12:00 P.M. New York time on any Business
Day on which there may be uninvested  cash


                                       25
<PAGE>

or (ii) a Default or  Indenture  Event of Default  shall  have  occurred  and be
continuing,  then the Trustee  shall  invest and  reinvest the funds then in the
Collection  Account,  the  Reserve  Account or the  Successor  Servicer  Reserve
Account,  as the case may be, to the fullest  extent  practicable in one or more
Eligible  Investments  as  specified  in paragraph  (vii) of the  definition  of
Eligible Investments.  All investments made by the Trustee shall mature no later
than the maturity date therefor permitted by Section 3.01(f).

     (f) No investment of any amount held in the Collection Account, the Reserve
Account or the Successor  Servicer  Reserve  Account shall mature later than the
second Business Day immediately preceding the Payment Date which is scheduled to
occur immediately  following the date of investment;  all such investments shall
be held to  maturity.  All income or other gains from the  investment  of moneys
deposited  in the  Collection  Account,  the  Reserve  Account or the  Successor
Servicer  Reserve  Account  shall be  deposited  by the Trustee in such  account
immediately  upon receipt.  Any net loss of principal  (determined on a month by
month basis) resulting from such investment of amounts in the Collection Account
or the  Reserve  Account  shall be charged to the Issuer,  and the Issuer  shall
reimburse such account for such loss within three Business Days.

     (g) Any  investment  of any funds in the  Collection  Account,  the Reserve
Account  or  the  Successor  Servicer  Reserve  Account,  and  any  sale  of any
investment  held in such accounts,  shall be made under the following  terms and
conditions:

          (i) each such investment  shall be made in the name of the Trustee (in
     its capacity as such) for the benefit of the  Noteholders or in the name of
     a nominee of the Trustee;

          (ii) the investment  earnings of any  investment  shall be credited to
     the account for which such investment was made;

          (iii) any certificate or other  instrument  evidencing such investment
     shall be  delivered  directly  to the  Trustee or its agent and the Trustee
     shall  have sole  possession  of such  instrument,  and all  income on such
     investment; and

          (iv) the  proceeds of any sale of an  investment  shall be remitted by
     the purchaser thereof directly to the Trustee for deposit in the account in
     which such investment was held.

     (h) The  Trustee  shall  not in any way be held  liable  by  reason  of any
insufficiency in the Collection  Account or the Reserve Account,  resulting from
losses on  investments  made in accordance  with the  provisions of this Section
3.01 (but the  institution  serving as Trustee  shall at all times remain liable
for its own debt obligations,  if any,  constituting part of such  investments).
The Trustee  shall not be liable for any  investment  losses or any  liquidation
prior to its  maturity  or any  investment  made by it in  accordance  with this
Section 3.01 on the grounds that it could have made a more favorable investment.


                                       26
<PAGE>

     SECTION 3.02 Reserved.

     SECTION 3.03 Collection of Moneys.

     (a) Except as otherwise  expressly  provided herein, the Trustee may demand
payment or delivery  of, and shall  receive and  collect,  directly  and without
intervention or assistance of any fiscal agent or other intermediary,  all money
and other  property  payable to or  receivable  by the Trustee  pursuant to this
Indenture.  The Trustee shall apply all such money received by it as provided in
this Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or  performance  under any agreement
or  instrument  that is part of the Trust  Property,  the  Trustee may take such
action as may be appropriate to enforce such payment or  performance,  including
the institution and prosecution of appropriate proceedings.  Notwithstanding the
foregoing,  the Trustee  shall not be obligated to act as Servicer  prior to its
being appointed Successor  Servicer.  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 VI. If at any time the Issuer
shall  receive  any  payment  on or in  respect  of any  Contract  or  Equipment
(including  any Residual  Payment),  it shall hold such payment in trust for the
benefit of the Trustee and the  Noteholders,  shall  segregate such payment from
the other  property  of the  Issuer,  and  shall,  within two  Business  Days of
receipt, deliver such payment in immediately available funds to the Trustee.

     (b) If at any time the Trustee  shall  receive any payment on or in respect
of any Contract or Equipment (including any Residual Payment),  it shall, within
two Business  Days of receipt,  deposit  such payment by it into the  Collection
Account in accordance with the written direction of the Servicer.

     (c) If at any time the  Trustee  shall  receive  any  Residual  Payment  in
respect of any Contract,  it shall hold such  Residual  Payment in trust for the
benefit of the  Contributor  and deposit such Residual  Payment as instructed in
writing by the Servicer,  including,  without limitation, as the Servicer may so
instruct as contemplated in Section  3.04(a)(v) hereof or to such other designee
or account as the Servicer instructs.

     SECTION 3.04 Collection Account.

     (a) The Trustee shall deposit the following into the Collection  Account in
accordance  with  the  written  instructions  delivered  to the  Trustee  by the
Servicer:

          (i) promptly upon receipt,  each Contract  Payment or Servicer Advance
     received by the Trustee, including all Contract Payments deposited with the
     Trustee by the Contributor on the Closing Date;

          (ii) promptly upon receipt,  the proceeds of any purchase of Contracts
     and Equipment pursuant to Section 4.02 of this Indenture;


                                       27
<PAGE>

          (iii)  promptly  upon  receipt,  each  Prepayment  Amount  or  Partial
     Prepayment  Amount received by the Trustee and any amounts  remitted by the
     Contributor in connection with any substitution of Contracts;

          (iv) promptly upon receipt, any amount required to be deposited in the
     Collection Account pursuant to this Indenture;

          (v) promptly  upon  receipt,  each  Residual  Payment  received by the
     Trustee;

          (vi)  promptly  upon  receipt,  any  proceeds  received by the Trustee
     pursuant to any insurance  policy  covering  Equipment or any other amounts
     received by the Trustee relating to a Contract or Equipment; and

          (vii) promptly upon receipt, any amounts the Trustee receives pursuant
     to Section 3.03 of this Indenture.

     (b) Unless the Notes have been declared due and payable pursuant to Section
6.02 hereof and moneys  collected by the Trustee are being applied in accordance
with Section 6.06 hereof, the Trustee shall by 3:00 P.M., New York City time, on
each  Payment Date  disburse all  Available  Funds  deposited in the  Collection
Account  (including any  investment  income with respect to monies on deposit in
the Collection  Account) in the amounts required,  and in the following order of
priority in accordance with the Monthly Servicer Report:

          (i) (A) to the Servicer, the Servicing Fee due to the Servicer on such
     Payment Date and if the Servicer is no longer DVI, and the Servicer has, in
     its good faith and reasonable  business judgment,  deemed the Servicing Fee
     to be commercially  unreasonable,  then, to the Servicer, the amount agreed
     upon between the then  Servicer  and the Trustee,  each in their good faith
     and commercially  reasonable  judgment,  as necessary to make the Servicing
     Fee   commercially   reasonable  and  to  cover  the  reasonable  costs  in
     transferring the servicing obligations and (B) if the Servicer is no longer
     DVI, to the Trustee, the Trustee Fee;

          (ii) to the  Servicer,  any  unreimbursed  Nonrecoverable  Advances or
     Servicer Advances  previously made with respect to Delinquent  Contracts in
     accordance with Section 5.01 of the Contribution and Servicing Agreement;

          (iii) first, to the Class A Distribution Sub-Account, in the following
     order of priority,  the sum of: (A) the Class A-1 Monthly Interest; and (B)
     the Class A-1 Overdue Interest, if any; second, to the Class A Distribution
     Sub-Account,  in the following order of priority, the sum of: (A) the Class
     A-2  Monthly  Interest;  and (B) the Class A-2  Overdue  Interest,  if any;
     third, to the Class A Distribution  Sub-Account,  in the following order of
     priority, the sum of: (A) the Class A-3 Monthly Interest; and (B) the Class
     A-3  Overdue  Interest,  if any;  and fourth,  to the Class A


                                       28
<PAGE>

     Distribution  Sub-Account,  in the following order of priority, the sum of:
     (A) the Class A-4 Monthly Interest; and (B) the Class A-4 Overdue Interest,
     if any;

          (iv) to the Class B Distribution  Sub-Account,  in the following order
     of priority, in the sum of:

                    (A) the Class B Monthly Interest; and

                    (B) the Class B Overdue Interest, if any;

          (v) to the Class C Distribution Sub-Account, in the following order of
     priority, the sum of:

                    (A) the Class C Monthly Interest; and

                    (B) the Class C Overdue Interest, if any;

          (vi) to the Class D Distribution  Sub-Account,  in the following order
     of priority, in the sum of:

                    (A) the Class D Monthly Interest; and

                    (B) the Class D Overdue Interest, if any;

          (vii) to the Class E Distribution Sub-Account,  in the following order
     of priority, the sum of:

                    (A) the Class E Monthly Interest; and

                    (B) the Class E Overdue Interest, if any;

          (viii) provided that no Amortization  Event shall have occurred and be
     continuing, to the Class A Distribution Sub-Account, in the following order
     of priority, the sum of:

                    (A) the Class A-1 Overdue Principal, if any;

                    (B) the Class A-1 Monthly Principal;

                    (C) the Class A-2 Overdue Principal, if any;

                    (D) the Class A-2 Monthly Principal;


                                       29
<PAGE>

                    (E) the Class A-3 Overdue Principal, if any;

                    (F) the Class A-3 Monthly Principal;

                    (G) the Class A-4 Overdue Principal, if any; and

                    (H) the Class A-4 Monthly Principal;

          (ix)  provided that no  Amortization  Event shall have occurred and be
     continuing, to the Class B Distribution Sub-Account, in the following order
     of priority, the sum of:

                    (A) the Class B Overdue Principal, if any; and

                    (B) the Class B Monthly Principal;

          (x) provided  that no  Amortization  Event shall have  occurred and be
     continuing, to the Class C Distribution Sub-Account, in the following order
     of priority, the sum of:

                    (A) the Class C Overdue Principal, if any; and

                    (B) the Class C Monthly Principal;

          (xi)  provided that no  Amortization  Event shall have occurred and be
     continuing, to the Class D Distribution Sub-Account, in the following order
     of priority, the sum of:

                    (A) the Class D Overdue Principal, if any; and

                    (B) the Class D Monthly Principal;

          (xii) provided that no  Amortization  Event shall have occurred and be
     continuing, to the Class E Distribution Sub-Account, in the following order
     of priority, the sum of:

                    (A) the Class E Overdue Principal, if any; and

                    (B) the Class E Monthly Principal;

          (xiii) provided that no Amortization  Event shall have occurred and be
     continuing, to the Reserve Account, the Reserve Account Deposit Amount;

          (xiv) if an  Amortization  Event shall have occurred and is continuing
     and is not subject to a continuing  waiver from Noteholders  evidencing not
     less than 66 2/3% of the Voting Rights,


                                       30
<PAGE>

     in the  following  order of priority:

                    first,  to the Class A Distribution  Sub-Account  the amount
               necessary to reduce the Class A-1 Note Balance to zero;  then, to
               the Class A  Distribution  Sub-Account,  the amount  necessary to
               reduce the Class A-2 Note Balance to zero;  then,  to the Class A
               Distribution  Sub-Account,  the  amount  necessary  to reduce the
               Class  A-3  Note  Balance  to  zero;  and  then,  to the  Class A
               Distribution  Sub-Account,  the  amount  necessary  to reduce the
               Class A-4 Note Balance to zero; provided,  however, that upon the
               occurrence of a Subordination  Deficiency Event,  after the Class
               A-1 Note  Balance has been reduced to zero and the Class A-2 Note
               Balance has been reduced to zero, then the Class A-3 Note Balance
               and the Class A-4 Note Balance  will be paid on a pro rata,  pari
               passu basis; and

                    second,  to the Class B Distribution  Sub-Account the amount
               necessary to reduce the Class B Note Balance to zero; and

                    third,  to the Class C Distribution  Sub-Account  the amount
               necessary to reduce the Class C Note Balance to zero;

                    fourth,  to the Class D Distribution  Sub-Account the amount
               necessary to reduce the Class D Note Balance to zero; and

                    fifth,  to the Class E Distribution  Sub-Account  the amount
               necessary to reduce the Class E Note Balance to zero;

          (xv) any  remaining  Available  Funds  on  deposit  in the  Collection
     Account shall be paid to DVI Receivables  Corp. VIII, as sole member of the
     Issuer,  or,  if the Class F  Instrument  has been  issued,  to the Class F
     Distribution Sub-Account.

Noteholders evidencing not less than 66 2/3% of the Voting Rights shall have the
ability to waive or defer any Amortization  Event by written notice delivered to
the Trustee. If at any time any amount or portion thereof previously distributed
pursuant to this Section 3.04(b) shall have been recovered,  or shall be subject
to recovery, in any proceeding with respect to the Issuer or otherwise, then for
purposes of determining  future  distributions  pursuant to this Section 3.04(b)
such amount or portion  thereof  shall be deemed not to have been  previously so
distributed.  The Trustee shall make the  disbursements  in accordance  with the
Monthly  Servicer  Report on each Payment Date to the extent of Available  Funds
for such Payment Date.

     (c) If on any Payment  Date,  the payments  required to be made pursuant to
clause (i) of Section  3.04(b)  include (x) any payments then due and payable in
connection with the selection of, or transition to, a Successor  Servicer or (y)
any shortfall  between the Available Funds on deposit in the Collection  Account
(the "Deposited Available Funds") and the servicing fees then due and payable to
the


                                       31
<PAGE>

Successor Servicer,  then the trustee shall withdraw from the Successor Servicer
Reserve  Account,  to the extent that such funds are on deposit in the Successor
Servicer Reserve Account and, if required under Section 3.07(c), the Noteholders
representing  more than 50% of the Voting  Rights have  consented,  such amounts
then due and payable.  If on any Payment Date, the Deposited Available Funds are
less than the sum  necessary to make the payments  required  pursuant to Section
3.04(b),  clauses  (iii)  through  (xii)  inclusive  and clause  (xiv),  each as
applicable (the sum of such payments, the "Priority Payments"), then the Trustee
shall  withdraw from the Reserve  Account,  to the extent that such funds are on
deposit in the Reserve Account and after taking into account payments to be made
pursuant  to clauses (i) and (ii) of Section  3.04(b) as well as any  withdrawal
from the Successor Servicer Reserve Account, and either (A) if an automatic stay
under Section  362(a) of the  Bankruptcy  Code has not been applied to the Trust
Property, deposit into the Distribution Account for payment on such Payment Date
funds equal to the amount of the Priority Payments less any Deposited  Available
Funds for payment in accordance with Section  3.04(b)(iii) through and including
(xii) and (xiv) hereof,  as applicable or (B) if an automatic stay under Section
362(a) of the Bankruptcy  Code has been applied to the Trust  Property,  deposit
into the  Distribution  Account for payment on such  Payment Date funds equal to
the amount of payments  required  pursuant  to Section  3.04(b),  clauses  (iii)
through (vii) less any Deposited  Available Funds for payment in accordance with
Section  3.04(b)(iii)  through and including  (vii) hereof,  as applicable  (the
amount calculated  pursuant to Clause (A) or (B), as applicable,  the "Available
Reserve Account Funds").

     SECTION  3.05  Class  A  Distribution  Sub-Account;  Class  B  Distribution
Sub-Account; Class C Distribution Sub-Account; Class D Distribution Sub-Account;
Class E Distribution Sub-Account; Class F Distribution Sub-Account.

     (a) On each Payment Date in accordance with the Monthly Servicer Report the
Trustee shall pay to the Class A  Noteholders,  from the amounts then on deposit
in the Class A Distribution  Sub-Account and allocated  pursuant to Section 3.04
hereof, first to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class
A-3 Noteholders and the Class A-4 Noteholders, pro rata among the Noteholders of
each such Class, in the following order of priority:

                (i) the Class A-1 Monthly Interest;
               (ii) the Class A-1 Overdue Interest, if any;
              (iii) the Class A-2 Monthly Interest;
               (iv) the Class A-2 Overdue Interest, if any;
                (v) the Class A-3 Monthly Interest;
               (vi) the Class A-3 Overdue Interest, if any;
              (vii) the Class A-4 Monthly Interest; and
             (viii) the Class A-4 Overdue Interest, if any;

     second, to the Class A-1 Noteholders,  Class A-2 Noteholders, the Class A-3
Noteholders  and the Class A-4  Noteholders,  pro rata among the  Noteholders of
each such Class, in the following order of priority:


                                       32
<PAGE>

                (i) the Class A-1 Overdue Principal, if any;
               (ii) the Class A-1 Monthly Principal;
              (iii) any additional Class A-1 principal payable pursuant to this
                    Indenture;
               (iv) the Class A-2 Overdue Principal, if any;
                (v) the Class A-2 Monthly Principal;
               (vi) any additional Class A-2 principal payable pursuant to this
                    Indenture;
              (vii) the Class A-3 Overdue Principal, if any;
             (viii) the Class A-3 Monthly Principal;
               (ix) any additional Class A-3 principal payable pursuant to this
                    Indenture;
               (x)  the Class A-4 Overdue Principal, if any;
              (xi)  the Class A-4 Monthly Principal; and
             (xii)  any additional Class A-4 principal payable under this
                    Indenture;

provided,  however, that in the event that a Subordination  Deficiency Event has
occurred and is continuing, after the Class A-1 Note Balance has been reduced to
zero,  and the Class A-2 Note  Balance has been  reduced to zero,  the Class A-3
Note  Balance and the Class A-4 Note  Balance  will be paid on a pro rata,  pari
passu basis.

     (b) On each Payment Date in accordance with the Monthly Servicer Report the
Trustee shall pay to the Class B Noteholders,  pro rata among the Noteholders of
such Class,  the amount then on deposit in the Class B Distribution  Sub-Account
and  allocated  pursuant to Section  3.04 hereof.  Such  payments to the Class B
Noteholders shall be made in the following order of priority:

               (i)  the Class B Monthly Interest;
              (ii)  the Class B Overdue Interest, if any;
             (iii)  the Class B Overdue Principal, if any;
              (iv)  the Class B Monthly Principal; and
               (v)  any additional principal payable to the Class B Noteholders
                    pursuant to this Indenture.

     (c) On each Payment Date in accordance with the Monthly Servicer Report the
Trustee shall pay to the Class C Noteholders,  pro rata among the Noteholders of
such Class,  the amount then on deposit in the Class C Distribution  Sub-Account
and  allocated  pursuant to Section  3.04 hereof.  Such  payments to the Class C
Noteholders shall be made in the following order of priority:

               (i)  the Class C Monthly Interest;
              (ii)  the Class C Overdue Interest, if any;
             (iii)  the Class C Overdue Principal, if any;


                                       33
<PAGE>

              (iv)  the Class C Monthly Principal; and
               (v)  any additional principal payable to the Class C Noteholders
                    pursuant to this Indenture.

     (d) On each Payment Date in accordance with the Monthly Servicer Report the
Trustee shall pay to the Class D Noteholders,  pro rata among the Noteholders of
such Class,  the amount then on deposit in the Class D Distribution  Sub-Account
and  allocated  pursuant to Section  3.04 hereof.  Such  payments to the Class D
Noteholders shall be made in the following order of priority:

               (i)  the Class D Monthly Interest;
              (ii)  the Class D Overdue Interest, if any;
             (iii)  the Class D Overdue Principal, if any;
              (iv)  the Class D Monthly Principal; and
               (v)  any additional principal payable to the Class D Noteholders
                    pursuant to this Indenture.

     (e) On each Payment Date in accordance with the Monthly Servicer Report the
Trustee shall pay to the Class E Noteholders,  pro rata among the Noteholders of
such Class,  the amount then on deposit in the Class E Distribution  Sub-Account
and  allocated  pursuant to Section  3.04 hereof.  Such  payments to the Class E
Noteholders shall be made in the following order of priority:

               (i)  the Class E Monthly Interest;
              (ii)  the Class E Overdue Interest, if any;
             (iii)  the Class E Overdue Principal, if any;
              (iv)  the Class E Monthly Principal; and
               (v)  any additional principal payable to the Class E Noteholders
                    pursuant to this Indenture.

     (f) If the Class F  Instruments  have been issued,  on each Payment Date in
accordance with the Monthly  Servicer Report the Trustee shall distribute to the
Class F  Instrumentholders,  pro rata among all holders of Class F  Instruments,
the  amount  then on  deposit  in the Class F  Distribution  Sub-Account  in the
priority set forth in the Supplement.

     SECTION 3.06 Reserved.

     SECTION 3.07 Successor Servicer Reserve Account.

     (a) On the  Closing  Date  the  Trustee  shall  promptly  deposit  into the
Successor Servicer Reserve Account all amounts required to be deposited into the
Successor Servicer Reserve Account and actually received by the Trustee pursuant
to this  Indenture.  The  obligation of the Trustee to deposit  amounts into the
Successor  Servicer  Reserve  Account  in  accordance  with  the  terms  of this
Indenture  shall be limited


                                       34
<PAGE>

to the deposit of amounts in the Collection  Account pursuant to Section 3.07(b)
hereof.  The Issuer, or Class F  Instrumentholder,  if any, by its acceptance of
the Class F Instrument,  agrees to treat such assets (and all earnings  thereon)
(the "Successor Servicer Reserve Account Property") as its assets (and earnings)
for federal, state and local tax purposes and not to sell, transfer or otherwise
dispose of its interest therein.

     (b) On the  Closing  Date,  the  Trustee  shall  deposit  in the  Successor
Servicer  Reserve  Account an amount  equal to the  Initial  Successor  Servicer
Reserve Account Deposit Amount from the proceeds of the issuance of the Notes.

     (c) If on any Payment  Date,  the payments  required to be made pursuant to
clause (i) of Section  3.04(b)  include (x) any payments then due and payable in
connection with the selection of, or transition to, a Successor Servicer, or (y)
any shortfall between the Deposited  Available Funds and the servicing fees then
due and payable to the Successor Servicer,  then the Trustee shall withdraw from
the  Successor  Servicer  Reserve  Account in  accordance  with Section  3.04(c)
hereof;  provided  however,  to the extent  such  payments  required  to be made
pursuant to clause (i) of Section 3.04(b)  include  amounts  described in clause
(x) of this  subsection  (c),  the Trustee  shall  withdraw  from the  Successor
Servicer  Reserve Account only with the consent of the Noteholders  representing
more  than  50%  of the  Voting  Rights  (such  consent  not to be  unreasonably
withheld).

     (d) With respect to the Successor  Servicer Reserve Account  Property,  the
Issuer  and the  Trustee  agree  that any  Successor  Servicer  Reserve  Account
Property  that is held in deposit  accounts  shall be held solely in the name of
the Trustee,  on behalf of the  Noteholders.  Each such deposit account shall be
subject to the  exclusive  custody and control of the  Trustee,  and the Trustee
shall have sole signature authority with respect thereto.

     (e) Upon  termination  of this  Indenture,  any  amounts  on deposit in the
Successor Servicer Reserve Account,  after payment of amounts due to the Class A
Noteholders,  the  Class B  Noteholders,  the Class C  Noteholders,  the Class D
Noteholders,  the Class E Noteholders upon the Managing Member's written request
to the Trustee,  shall be paid to the Managing Member (as sole beneficial  owner
of the Issuer), or Class F Instrumentholders, if any.

     SECTION 3.08 Reserve Account.

     (a) On each  Payment  Date the  Trustee  shall  promptly  deposit  into the
Reserve  Account all amounts  required to be deposited into the Reserve  Account
and actually received by the Trustee pursuant to this Indenture.  The obligation
of the Trustee to deposit  amounts into the Reserve  Account in accordance  with
the terms of this  Indenture  shall be limited to the  deposit of amounts in the
Collection  Account  pursuant to Section 3.04(b)  hereof.  The Trustee shall not
have any  responsibility to determine the amount or adequacy of funds on deposit
in the Reserve Account, or the amount of any deposits to or withdrawals from the
Reserve  Account.  The  Issuer,  or  Class F  Instrumentholder,  if any,  by its
acceptance  of the Class F


                                       35
<PAGE>

Instrument, agrees to treat such assets (and all earnings thereon) (the "Reserve
Account Property") as its assets (and earnings) for federal, state and local tax
purposes and not to sell, transfer or otherwise dispose of its interest therein.

     (b) On each Payment Date,  the Trustee  shall,  on the basis of the Monthly
Servicer Report, deposit in the Reserve Account, pursuant to Section 3.04(b), an
amount equal to the Reserve  Account  Deposit  Amount.  If on any Payment  Date,
Deposited Available Funds are less than the Priority Payments, the Trustee shall
withdraw from the Reserve  Account the excess of the Priority  Payments over the
Available Funds in accordance with Section 3.04(c) hereof. On each Payment Date,
if,  after  giving  effect to all  deposits  and  withdrawals  therefrom on such
Payment  Date,  the balance in the Reserve  Account is greater  than the Reserve
Account  Requirement,  the Trustee shall release and, at the  instruction of the
Servicer,  shall pay the amount (such amount, a "Reserve Account Withdrawal") of
the excess to the Issuer or its designee,  or Class F Instrumentholder,  if any.
Amounts   properly   paid  to  the   Issuer   or  its   designee,   or  Class  F
Instrumentholder,  if any,  pursuant to this Section 3.08,  either directly from
the  Distribution  Account  without  deposit in the Reserve  Account or from the
Reserve  Account,  shall be deemed  released  from the Trust  Property,  and the
Issuer or its designee,  or Class F  Instrumentholder,  if any, shall not in any
event thereafter be required to refund any such paid amounts.

     (c) With  respect  to the  Reserve  Account  Property,  the  Issuer and the
Trustee agree that any Reserve Account Property that is held in deposit accounts
shall be held solely in the name of the Trustee,  on behalf of the  Noteholders.
Each such deposit account shall be subject to the exclusive  custody and control
of the Trustee, and the Trustee shall have sole signature authority with respect
thereto.

     (d) Upon  termination  of this  Indenture,  any  amounts  on deposit in the
Reserve  Account,  after payment of amounts due to the Class A Noteholders,  the
Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class
E Noteholders upon the Managing  Member's written request to the Trustee,  shall
be paid to the Managing  Member (as sole  beneficial  owner of the  Issuer),  or
Class F Instrumentholders, if any.

     SECTION 3.09 Reports; Notices of Certain Payments.

     (a) Following  each payment to the  Noteholders,  the Trustee shall mail to
the  Issuer,  Cede & Co. and the Rating  Agencies,  and make  available  to each
Noteholder, the Monthly Servicer Report furnished to the Trustee by the Servicer
on the Determination  Date prior to such Payment Date (or if such report has not
been received, a written statement to such effect).

     (b) The Trustee shall deliver to the Servicer, and within two Business Days
after the  request of the  Issuer,  deliver  to the  Issuer a written  statement
setting  forth the  amounts on deposit in the  Collection  Account,  the Reserve
Account  and  the  Successor  Servicer  Reserve  Account,  and  identifying  the
investments included therein.


                                       36
<PAGE>

     SECTION 3.10. Trustee May Rely on Certain  Information from Contributor and
Servicer.

     Pursuant to the Contribution and Servicing  Agreement,  the Contributor and
the  Servicer  are  required to furnish to the Trustee from time to time certain
information and make various  calculations which are relevant to the performance
of the Trustee's duties in this Article III and in Article IV of this Indenture.
The Trustee  shall be entitled  to rely  conclusively  in good faith on any such
information and  calculations in the  performance of its duties  hereunder,  (i)
unless and until a Responsible  Officer of the Trustee has actual knowledge that
such information or calculations is or are incorrect,  or (ii) unless there is a
manifest error in any such  information;  provided that the Trustee shall verify
the  mathematical  accuracy  of the Class A-1 Monthly  Principal,  the Class A-2
Monthly  Principal,  the  Class A-3  Monthly  Principal,  the Class A-4  Monthly
Principal,  the Class B Monthly Principal,  the Class C Monthly  Principal,  the
Class D Monthly Principal,  the Class E Monthly Principal, the Class A-1 Monthly
Interest,  the Class A-2 Monthly Interest,  the Class A-3 Monthly Interest,  the
Class A-4 Monthly Interest,  the Class B Monthly  Interest,  the Class C Monthly
Interest,  the Class D Monthly  Interest and the Class E Monthly  Interest to be
paid on each Payment Date.


                                       37
<PAGE>

                                   ARTICLE IV

                             CONTRACTS AND EQUIPMENT

     SECTION 4.01 Representations and Warranties of the Issuer.

     The  Issuer   hereby   restates  and   incorporates   herein  each  of  the
representations and warranties,  in mutatis mutandis,  set forth in Section 2.03
and Section 2.04 of the Contribution and Servicing Agreement.  The Trustee shall
rely on such  representations  and warranties in accepting the Contracts and the
other Trust Property in trust and authenticating the Notes. Such representations
and warranties shall speak as of the Closing Date.

     SECTION 4.02 Purchase upon Breach; Contribution and Servicing Agreement.

     The  Issuer  shall  inform  the  Trustee  promptly,  in  writing,  upon the
discovery of a breach of any of the Contributor's representations and warranties
set forth in Section 2 of the Contribution and Servicing Agreement. With respect
to any breach of the Contributor's  representations  and warranties set forth in
Section 2 of the  Contribution  and Servicing  Agreement,  which  materially and
adversely affects the interest of the Noteholders in such Contract or Contracts,
the Issuer shall cause the  Contributor  to either (a) replace such Contract and
the related Equipment with a Substitute Contract (and an appropriate interest in
the related  Equipment) in accordance with the provisions of Section 5.03 of the
Contribution and Servicing Agreement (and for the Transferor to receive from the
Contributor  and  transfer  to the  Issuer  such  Substitute  Contract  (and the
appropriate  interest  in the  related  Equipment))  or (b)  purchase  from  the
Transferor  (which  Transferor  shall purchase from the Issuer and resell to the
Contributor) the Contract and the security interest of the Issuer in the related
Equipment that are affected by such breach,  unless,  in each such instance such
breach has been cured, or waived in all respects by Noteholders  evidencing more
than 50% of the Voting Rights,  within 90 days following the Issuer's  discovery
or receipt of notice of such breach.  In the event of a repurchase of a Contract
(and the interest in the related Equipment),  the Issuer and the Managing Member
(as sole beneficial owner of the Issuer) shall cause the Contributor to remit to
the Trustee (upon written notice to the Trustee  thereof) the Repurchase  Amount
of such Contract (or, if such Contract is then a Defaulted  Contract,  an amount
equal to the  Repurchase  Amount as of the date  such  Contract  first  became a
Defaulted Contract, together with interest thereon at the Discount Rate from the
date such Contract first became a Defaulted  Contract to the end of the month in
which the repurchase is to be made).  The Trustee shall, to the extent received,
deposit  such  Repurchase  Amounts and any cash  received in  connection  with a
substitution  in the Collection  Account on or prior to 11:00 a.m. New York City
time on the second  Business Day after receipt  thereof.  The sole remedy of the
Trustee or the Noteholders against the Contributor with respect to a breach of a
representation  or a  warranty  set forth in Section 2 of the  Contribution  and
Servicing Agreement,  and against the Issuer or the Transferor with respect to a
breach under this Agreement or the  Subsequent  Contract  Transfer  Agreement by
reason of such breach by the Contributor, shall be to require the Contributor to
purchase or substitute  Contracts  (and the related  Equipment)  pursuant to the
Contribution and Servicing Agreement,  provided that the limitation contained in
this  sentence  shall not  otherwise  limit the rights of any


                                       38
<PAGE>

such Person under Section 5.02 of the Contribution and Servicing  Agreement.  In
the event that the Contributor  fails to purchase or substitute for any Contract
(and the related  Equipment)  that it is required to  substitute  or  repurchase
pursuant to the  Contribution  and Servicing  Agreement,  the Trustee,  upon the
written  direction  of the  Noteholders,  shall  enforce  the  Issuer's  and the
Transferor's  rights against the  Contributor  under and in accordance  with the
terms of the Contribution and Servicing Agreement,  and the SCTA, as assigned to
the Trustee,  to require the purchase or  replacement  of the Contract  (and the
related Equipment).

     SECTION 4.03 Release of Contracts and Equipment  Following  Substitution or
Purchase.

     In the event that (i) the Contributor  shall have  substituted a Substitute
Contract  and an interest in the  Equipment  subject  thereto for a  Predecessor
Contract and an interest in the Equipment  subject  thereto in  accordance  with
Section 7 of the Contribution and Servicing  Agreement,  or (ii) the Contributor
shall have  purchased a Contract  and the  interest in the related  Equipment in
accordance with Section 5.03 of the  Contribution and Servicing  Agreement,  the
Predecessor  Contract  or the  repurchased  Contract,  as  applicable,  and  the
interest in the Equipment  subject  thereto,  shall be released from the lien of
this  Indenture when the Trustee shall have (i) in the case of the purchase of a
Contract,  deposited in the Collection  Account all amounts received pursuant to
Section 5.03 of the Contribution and Servicing Agreement,  (ii) in the case of a
Substitute  Contract,  received  a fully  executed  original  of the  Substitute
Contract  Transfer  Form and the Contract  File with respect to such  Substitute
Contract  plus any cash amount  delivered as provided in Section  7.01(d) of the
Contribution and Servicing Agreement,  (iii) received written certification from
an Authorized  Officer of the Servicer that there are no  unreimbursed  Servicer
Advances  with respect to such  Contract and (iv)  delivered to the  Contributor
acknowledgment  of its receipt of the related  Contract Files. If there are such
unreimbursed  amounts,  any proceeds  received with respect to such  Predecessor
Contract or repurchased Contract, as applicable, and the interest in the related
Equipment shall be applied  hereunder only to the extent necessary to repay such
Servicer  Advances (and clause (iii) of the foregoing  sentence  shall be deemed
satisfied) and to reimburse the  Collection  Account for any other amounts drawn
thereon  and the  balance  of such  proceeds,  if any,  shall be paid to,  or as
directed by, the Contributor.

     In  connection  with the  substitution  of a  Contract,  if the  Discounted
Contract  Balance  of such  Substitute  Contract  is less  than  the  Discounted
Contract Balance of the Predecessor Contract, the Contributor shall, on the date
of substitution,  deposit an amount equal to such difference into the Collection
Account.

     SECTION  4.04  Release of  Contracts  and  Equipment  Upon  Final  Contract
Payment.

     (a) In the event that the Trustee shall have received written certification
from an  Authorized  Officer of the Servicer  that the Trustee has received from
amounts paid by the Obligor or from the proceeds of the Equipment subject to any
Contract  (i) the final  Contract  Payment  due and payable  under any  Contract
(including,  if applicable,  any Purchase Option Payment paid by the Obligor) or
(ii) a Prepayment  Amount in respect of any Contract and,  following  such final
Contract Payment or Prepayment


                                       39
<PAGE>

Amount,  no further  payments on, or in respect of, such Contract are or will be
due and  payable,  such  Contract and the  Equipment  subject  thereto  shall be
released from the lien of this  Indenture  except if a  Restricting  Event or an
Amortization Event shall have occurred and then be continuing.

     (b) If a Restricting  Event or  Amortization  Event shall have occurred and
then be  continuing,  then  each  Contract  and  the  security  interest  in all
Equipment  (except for security  interests  relating to  Equipment  subject to a
conditional  sales  agreement  or an  equipment  note) which would  otherwise be
released  from the lien of this  Indenture  pursuant to this  Section 4.04 shall
instead remain subject to such lien and all of the provisions of this Indenture,
including, without limitation, Article VI hereof.

     SECTION 4.05 Execution of Documents.

     The Trustee shall promptly  execute and deliver such documents (which shall
be  furnished  to the Trustee by the Issuer) and take such other  actions as the
Issuer,  by Issuer  Request,  may  reasonably  request to fully  effectuate  the
release from this Indenture of any Contract and the security  interest  relating
to  Equipment  required  to be so released  pursuant  to Sections  4.03 and 4.04
hereof.


                                       40
<PAGE>
                                    ARTICLE V

                 SERVICER EVENTS OF DEFAULT; SUBSTITUTE SERVICER

     SECTION 5.01 Servicer Events of Default.

     If a Servicer Event of Default shall have occurred and be continuing  under
Section 10.01 of the  Contribution and Servicing  Agreement,  the Trustee shall,
upon the written request of Noteholders  evidencing not less than 66 2/3% of the
Voting Rights give written  notice to the Servicer of the  termination of all of
the  rights  and  obligations  of the  Servicer  (but none of the  Contributor's
obligations  thereunder,  which shall  survive any such  termination)  under the
Contribution  and  Servicing  Agreement  and the Trustee  shall act as successor
Servicer  in  accordance  with  Section  10 of the  Contribution  and  Servicing
Agreement.

     SECTION 5.02 Substitute Servicer.

     Notwithstanding  the  provisions  of Section  5.01,  the Trustee may, if it
shall be unwilling or unable to act as the Successor Servicer in accordance with
Section 5.01,  appoint a Successor Servicer in accordance with the provisions of
Section 10.03 of the Contribution and Servicing Agreement.

     SECTION 5.03 Notification to Noteholders and Rating Agencies.

     Upon  any  termination  of  the  Servicer  or  appointment  of a  Successor
Servicer, the Trustee shall give prompt notice of such termination, resignation,
discharge,  removal or appointment,  together with the conditions of default, if
applicable,  to the Rating  Agencies and each  Noteholder in the manner provided
herein.


                                       41
<PAGE>

                                   ARTICLE VI

                           EVENTS OF DEFAULT; REMEDIES

     SECTION 6.01 Events of Default.

     "Indenture  Event of Default,"  wherever used herein,  means any one of the
following  (whatever the reason for such Indenture  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 (A)  any  interest  payment  on any
     outstanding Class A Note, Class B Note, Class C Note, Class D Note or Class
     E Note  when it  becomes  due and  payable,  or (B)  the  then  outstanding
     principal  balance of the Class A-1 Notes on the Class A-1 Stated  Maturity
     Date, of the Class A-2 Note on the Class A-2 Stated  Maturity  Date, of the
     Class A-3 Note on the Class A-3 Stated Maturity Date, of the Class A-4 Note
     on the Class A-4 Stated  Maturity Date, of the Class B Notes on the Class B
     Stated  Maturity Date, of the Class C Notes on the Class C Stated  Maturity
     Date,  of the Class D Notes on the Class D Stated  Maturity  Date or of the
     Class E Notes on the Class E Stated  Maturity  Date or (C) any  payment  of
     principal  of or interest on any  outstanding  Note when it becomes due and
     payable to the extent that  sufficient  Available  Funds were on deposit in
     the Collection Account and to the extent that sufficient  Available Reserve
     Account  Funds are on deposit in the Reserve  Account  with respect to such
     Payment Date;

          (ii) default in the performance,  or breach, of any covenant set forth
     in Section 8.04, 8.07(c) or 8.08;

          (iii) default in the  performance,  or breach,  of any covenant of the
     Issuer in the Notes or this Indenture  (other than a covenant  described in
     (ii)  above),  or of any  DVI  Party  to  the  Contribution  and  Servicing
     Agreement,  or the other  Transaction  Documents  and  continuance  of such
     default  or breach for a period of 30 days  after the  earliest  of (A) any
     officer of the Transferor or the Issuer first acquiring  knowledge thereof,
     (B) the Trustee's  giving  written  notice thereof to the Issuer or (C) the
     holder of any Note giving written notice thereof to the Issuer;

          (iv) if any  representation or warranty of the Issuer,  the Transferor
     or the Contributor made in this Indenture, the SCTA or the Contribution and
     Servicing  Agreement,  respectively,  or any other writing  provided to the
     Noteholders in connection  with the foregoing  documents  shall prove to be
     incorrect in any  material  respect as of the time when the same shall have
     been made;  provided,  however,  that the breach of any  representation  or
     warranty  made  by  the   Contributor  in  Section  2.03  or  2.04  of  the
     Contribution and Servicing Agreement,  with respect to any of the Contracts
     or the interest in the Equipment  subject  thereto shall not  constitute an
     Indenture  Event of  Default  if the  Contributor  substitutes  one or more
     Substitute  Contracts and the interest in


                                       42
<PAGE>

     the  Equipment  subject  thereto for such  Contract  and an interest in the
     related  Equipment in accordance with Section 7.01 of the  Contribution and
     Servicing  Agreement,  or  repurchases  a Contract  and the interest in the
     related  Equipment in accordance with Section 5.03 of the  Contribution and
     Servicing Agreement;

          (v) the entry by a court having  jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Issuer in an involuntary  case
     or proceeding under any applicable federal or state bankruptcy, insolvency,
     reorganization, or other similar law or (B) a decree or order adjudging the
     Issuer a bankrupt or insolvent,  or approving as properly  filed a petition
     seeking reorganization,  arrangement,  adjustment,  or composition of or in
     respect  of the  Issuer  under any  applicable  federal  or state  law,  or
     appointing   a  custodian,   receiver,   liquidator,   assignee,   trustee,
     sequestrator, or other similar official of the Issuer or of any substantial
     part of its  property,  or ordering  the winding up or  liquidation  of its
     affairs,  and the continuance of any such decree or order for relief or any
     such  other  decree  or order  unstayed  and in  effect  for a period of 90
     consecutive days; or

          (vi) the  commencement by the Issuer of a voluntary case or proceeding
     under   any   applicable   federal   or   state   bankruptcy,   insolvency,
     reorganization,  or other similar law or of any other case or proceeding to
     be  adjudicated a bankrupt or insolvent,  or the consent by it to the entry
     of a decree or order for relief in respect of the Issuer in an  involuntary
     case or  proceeding  under  any  applicable  federal  or state  bankruptcy,
     insolvency,  reorganization, or other similar law or to the commencement of
     any bankruptcy or insolvency  case or proceeding  against it, or the filing
     by it of a petition or answer or consent seeking  reorganization  or relief
     under any  applicable  federal  or state law,  or the  consent by it to the
     filing of such petition or to the appointment of or taking  possession by a
     custodian,  receiver,  liquidator,   assignee,  trustee,  sequestrator,  or
     similar  official of the Issuer or of any substantial part of its property,
     or the making by it of an assignment  for the benefit of creditors,  or the
     Issuer's  failure to pay its debts  generally  as they  become  due, or the
     taking of company action by the Issuer in furtherance of any such action.

     SECTION 6.02 Acceleration of Maturity; Rescission and Annulment.

     (a) If an Indenture  Event of Default occurs and is continuing,  of which a
Responsible  Officer of the Issuer has received  written  notice  (provided that
such  written  notice need not have been  received by the Trustee in  connection
with a payment default as described in Section 6.01(i)),  then and in every such
case the Trustee  with the consent of  Noteholders  evidencing  not less than 66
2/3% of the Voting  Rights may  declare the unpaid  principal  amount of all the
Notes to be due and payable  immediately,  by a notice in writing to the Issuer,
and upon any such declaration such principal amount shall become immediately due
and  payable  together  with all accrued and unpaid  interest  thereon,  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby waived by the Issuer.

     (b) At any time after such a declaration of acceleration  has been made and
before a


                                       43
<PAGE>

judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter provided in this Article, Noteholders evidencing not less than 66
2/3% of the Voting Rights, by written notice to the Issuer and the Trustee,  may
rescind and annul such declaration and its consequences if:

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

               (A) all sums paid or advanced, together with interest thereon, by
          the  Trustee  hereunder  and the  reasonable  compensation,  expenses,
          disbursements,  and advances,  if any, of the Trustee,  its agents and
          counsel;

               (B) all  principal  of any Notes which have become due  otherwise
          than by such  declaration of  acceleration,  and interest thereon from
          the date when the same first became due at the  applicable  Note Rate;
          and

               (C) all interest which has become due with respect to the Notes;

          (ii) all Indenture  Events of Default,  other than the  non-payment of
     the aggregate  principal amount of the Notes which has become due solely by
     such declaration of acceleration,  have been cured or waived as provided in
     Section 6.13; and

          (iii) the rescission would not conflict with any judgment or decree of
     a court of competent jurisdiction.

No such  rescission  shall affect any subsequent  Indenture  Event of Default or
impair any right consequent thereon.

     SECTION 6.03 Other Remedies.

     (a) If an Indenture  Event of Default  occurs and is  continuing of which a
Responsible  Officer of the Trustee has received  written notice  (provided that
such written  notice need not have been received by the Trustee in the case of a
payment default as described in Section 6.01(i)),  the Trustee shall give notice
to each  Noteholder  as set forth in Section  7.02.  The Trustee shall then take
such action, if any, as may be directed by Noteholders  evidencing not less than
66 2/3% of the Voting Rights.

     (b) Following any  acceleration of the Notes, the Trustee shall have all of
the  rights,  powers and  remedies  with  respect to the Trust  Property  as are
available  to  secured  parties  under  the  Uniform  Commercial  Code or  other
applicable  law or as are  otherwise  available  to it under  applicable  law to
protect and enforce the rights and  remedies of the Trustee and the  Noteholders
hereunder and under the other Transaction  Documents;  provided that, so long as
the Offered Notes are outstanding, the Trustee, in acting during the pendency of
an Indenture  Event of Default  shall act solely on behalf of the holders of the
Offered Notes and shall not take into account any Class F  Instruments  that may
have been issued in so acting. Such


                                       44
<PAGE>

rights,  powers and  remedies may be exercised by the Trustee in its own name as
trustee of an express trust.

     SECTION 6.04 Trustee May File Proofs of Claim.

     (a) In case of the pendency of any receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition,  or  other
judicial proceeding relative to the Issuer, the Transferor, the Contributor, the
Servicer or any other  obligor upon the Notes or the other  obligations  secured
hereby  or  relating  to  the  property  of  the  Issuer,  the  Transferor,  the
Contributor,  the  Servicer  or of such other  obligor or their  creditors,  the
Trustee  (irrespective  of whether the  principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Issuer, the Transferor,
the Contributor or the Servicer for the payment of overdue  principal or overdue
interest or any such other  obligation)  shall be  entitled  and  empowered,  by
intervention in such proceeding or otherwise:

          (i) to file and prove a claim for the whole  amount of  principal  and
     interest owing and unpaid in respect of the Notes and any other  obligation
     secured  hereby  and to file  such  other  papers  or  documents  as may be
     necessary  or  advisable  in  order  to  have  the  claims  of the  Trustee
     (including   any  claim   for  the   reasonable   compensation,   expenses,
     disbursements  and advances of the Trustee,  its agents and counsel) and of
     the Noteholders allowed in such judicial proceeding;

          (ii) to collect and receive  any moneys or other  property  payable or
     deliverable on any such claims and to distribute the same;

          (iii) unless prohibited by applicable law and regulations,  to vote on
     behalf of the  Noteholders in any election of a trustee,  a standby trustee
     or Person performing similar functions in any such proceedings; 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 Trustee or the
     Noteholders  allowed  in  any  proceedings  relative  to  the  Issuer,  its
     creditors and its property;

and any custodian,  receiver,  assignee, trustee, liquidator,  sequestrator,  or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Noteholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Noteholders
to pay to the  Trustee  any  amount  due  it for  the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.06.

     (b) Nothing  herein  contained  shall be deemed to authorize the Trustee to
authorize or consent to 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 Trustee to vote in respect
of the claim of any  Noteholder in any such  proceeding,  except as aforesaid to
vote for the


                                       45
<PAGE>

election of a trustee in bankruptcy or similar Person.

     SECTION 6.05 Trustee May Enforce Claims Without Possession of Notes.

     All rights of action and claims  under this  Indenture  or the Notes may be
prosecuted  and  enforced by the Trustee  without the  possession  of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation,  expenses, disbursements and advances of
the Trustee,  its agents and counsel,  be for the ratable benefit of the holders
of the Notes in respect of which such judgment has been recovered.

     SECTION 6.06 Application of Money Collected.

     Any money, securities or property collected by the Trustee pursuant to this
Article,  and any  moneys,  securities  or  property  that  may  then be held or
thereafter received by the Trustee,  shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the  distribution  of the
entire amount due on account of principal or interest,  upon presentation of the
Notes and surrender thereof:

     first,  to the payment of all costs and expenses of collection  incurred by
     the Trustee  (including the reasonable  fees and expenses of any counsel to
     the Trustee) and all other  amounts due the Trustee under Section 7.06 (the
     parties hereto agree that when the Trustee  renders  services  following an
     Indenture Event of Default under Section 6.01 (v) or (vi), compensation for
     such  services  and  expenses  in  connection  therewith  are  intended  to
     constitute administrative expenses under applicable bankruptcy law);

     second,  to the payment of all  unreimbursed  Servicer  Advances due to the
     Servicer;

     third,  only in the  event  that DVI is no  longer  the  Servicer,  and the
     Servicer has, in its good faith and reasonable  business  judgment,  deemed
     the Servicing Fee to be commercially  unreasonable,  then, to the Servicer,
     the amount agreed upon between the then  Servicer and the Trustee,  each in
     their good faith and commercially reasonable judgment, as necessary to make
     the Servicing Fee commercially reasonable and to cover the reasonable costs
     in transferring the servicing obligations;

     fourth,  to  the  payment  of  all  accrued  and  unpaid  interest  on  the
     outstanding Class A Note Balance to the date of payment thereof, ratably to
     each Class A Noteholder, without preference or priority of any kind;

     fifth, to the payment of all accrued and unpaid interest on the outstanding
     Class B Note Balance to the date of payment thereof,  ratably to each Class
     B Noteholder, without preference or priority of any kind;


                                       46
<PAGE>

     sixth, to the payment of all accrued and unpaid interest on the outstanding
     Class C Note Balance to the date of payment thereof,  ratably to each Class
     C Noteholder, without preference or priority of any kind;

     seventh,  to  the  payment  of  all  accrued  and  unpaid  interest  on the
     outstanding Class D Note Balance to the date of payment thereof, ratably to
     each Class D Noteholder, without preference or priority of any kind;

     eighth,  to  the  payment  of  all  accrued  and  unpaid  interest  on  the
     outstanding Class E Note Balance to the date of payment thereof, ratably to
     each Class E Noteholder, without preference or priority of any kind;

     ninth,  to the payment of the outstanding  Class A-1 Note Balance,  and any
     other amounts due to the Class A-1 Noteholders, ratably, without preference
     or priority of any kind,  until the Class A-1 Note Balance has been reduced
     to zero, then to the payment of the outstanding Class A-2 Note Balance, and
     any  other  amounts  due to the  Class A-2  Noteholders,  ratably,  without
     preference  or priority of any kind,  until the Class A-2 Note  Balance has
     been reduced to zero, then to the payment of the outstanding Class A-3 Note
     Balance,  and any other amounts due to the Class A-3 Noteholders,  ratably,
     without  preference  or  priority  of any  kind,  until  the Class A-3 Note
     Balance has been  reduced to zero,  then to the payment of the  outstanding
     Class  A-4  Note  Balance,  and any  other  amounts  due to the  Class  A-4
     Noteholders, ratably, without preference or priority of any kind, until the
     Class  A-4  Note  Balance  has  been  reduced  to  zero  (provided  that  a
     Subordination Deficiency Event has not occurred and is continuing, in which
     case the outstanding  Class A-3 Note Balance and the Class A-4 Note Balance
     shall be paid pro rata in accordance with their respective outstanding Note
     Balances);

     tenth,  to the payment of the  outstanding  Class B Note  Balance,  and any
     other amounts due to the Class B Noteholders ratably, without preference or
     priority of any kind;

     eleventh,  to the payment of the outstanding Class C Note Balance,  and any
     other amounts due to the Class C Noteholders ratably, without preference or
     priority of any kind;

     twelfth,  to the payment of the outstanding  Class D Note Balance,  and any
     other amounts due to the Class D Noteholders ratably, without preference or
     priority of any kind;

     thirteenth, to the payment of the outstanding Class E Note Balance, and any
     other amounts due to the Class E Noteholders ratably, without preference or
     priority of any kind;

     fourteenth,   to  the  payment  of  all  accrued  and  unpaid  interest  on
     outstanding  Class F Instruments,  if any, to the date of payment  thereof,
     ratably to each Holder of the Class F


                                       47
<PAGE>

     Instruments without preference or priority of any kind;

     fifteenth, to the payment of the outstanding principal balance of the Class
     F  Instruments,  if any,  and any other  amounts  due to the Holders of any
     Class F Instruments ratably, without preference or priority of any kind;

     sixteenth,  in the event that DVI is the  Servicer,  to the  payment of all
     unreimbursed Servicing Fees due to the Servicer; and

     seventeenth,  to the payment of the remainder,  if any, to, or at the order
     of, the Issuer.

     SECTION 6.07 Limitation on Suits.

     The  holder  of any  Note  shall  not  have  any  right  to  institute  any
proceeding,  judicial or otherwise, with respect to this Indenture or the Notes,
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder, unless:

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

          (ii) the Noteholders evidencing not less than 25% of the Voting Rights
     shall have made written request to the Trustee to institute  proceedings in
     respect  of such  Indenture  Event of  Default  in its own name as  Trustee
     hereunder;

          (iii) such  Noteholder  or  Noteholders  have  offered to the  Trustee
     adequate  indemnity  against  the costs,  expenses  and  liabilities  to be
     incurred in compliance with such request;

          (iv) the Trustee for 30 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (v) so long  as any of the  Notes  remain  outstanding,  no  direction
     inconsistent with such written request has been given to the Trustee during
     such 30-day period by  Noteholders  evidencing not less than 66 2/3% of the
     Voting Rights;

it being  understood and intended that no one or more Noteholder  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
Noteholder,  or to obtain or to seek to obtain  priority or preference  over any
other  Noteholder  or to enforce any right under this  Indenture,  except in the
manner herein  provided.  It is further  understood and intended that so long as
any portion of the Notes remains  outstanding,  the Servicer  shall not have any
right to institute any proceeding,  judicial or otherwise,  with respect to this
Indenture  (other than for the enforcement of Sections  3.04(b) and 4.04) or for
the appointment of a receiver or trustee, or for any other remedy


                                       48
<PAGE>

hereunder.

     SECTION 6.08 Unconditional Right of Noteholders to Receive Payment.

     Notwithstanding  any other  provision  in this  Indenture,  other  than the
provisions  hereof  establishing  priorities of payment or limiting the right to
recover  amounts due on the Notes to  recoveries  from the Trust  Property,  the
holder of any Note shall have the  absolute and  unconditional  right to receive
payment of the  principal  of and  interest on such Note as such  principal  and
interest  becomes  due on the Payment  Dates for such  payments,  including  the
Stated  Maturity Date for the  applicable  Class,  and to institute suit for the
enforcement of any such payment,  and such rights shall not be impaired  without
the consent of such Noteholder.

     SECTION 6.09 Restoration of Rights and Remedies.

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

     SECTION 6.10. Rights and Remedies Cumulative.

     Except as otherwise  provided with respect to the replacement or payment of
mutilated,  destroyed,  lost,  or stolen Notes in the last  paragraph of Section
2.05, no right or remedy herein  conferred upon or reserved to the Trustee or to
the  Noteholders  is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 6.11 Delay or Omission Not Waiver.

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


                                       49
<PAGE>

     SECTION 6.12 Control by Noteholders.

     Except as may otherwise be provided in this  Indenture,  until such time as
the  conditions  specified  in  Section  11.01  have  been  satisfied  in  full,
Noteholders evidencing not less than 66 2/3% of the Voting Rights shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Trustee or exercising  any trust or power  conferred on
the Trustee. Notwithstanding the foregoing:

          (i) no such  direction  shall be in  conflict  with any rule of law or
     with this Indenture;

          (ii) the Trustee  shall not be  required to follow any such  direction
     which the  Trustee  believes  may be unduly  prejudicial  to the  rights of
     another  Noteholder  not  joining in such  direction  or which the  Trustee
     believes might result in any personal  liability on the part of the Trustee
     for which the Trustee is not  indemnified to its  reasonable  satisfaction;
     and

          (iii) the  Trustee  may take any  other  action  deemed  proper by the
     Trustee which is not  inconsistent  with any such direction;  provided that
     the Trustee shall give notice of any such action to each Noteholder.

     SECTION 6.13 Waiver of Defaults and Events of Default.

     (a)  Subject  to the  provisions  of  Sections  6.08 and 9.01,  Noteholders
evidencing more than 50% of the Voting Rights,  may, by one or more  instruments
in writing,  waive an existing  Default or Indenture Event of Default  hereunder
and its consequences, except a continuing Indenture Event of Default:

          (i) in respect of the payment of the  principal  of or interest on any
     outstanding Note (which may only be waived by the holder of such Note), or

          (ii) in respect of a covenant or provision  hereof which under Article
     IX cannot be modified or amended  without the consent of the holder of each
     outstanding  Note affected  (which only may be waived by the holders of all
     outstanding Notes affected).

     (b) A copy of each waiver pursuant to Section 6.13(a) shall be furnished by
the Issuer to the Trustee. Upon any such waiver, such Indenture Event of Default
shall cease to exist and shall be deemed to have been cured,  for every  purpose
of this  Indenture;  but no such waiver shall extend to any  subsequent or other
Indenture Event of Default or impair any right consequent thereon.


                                       50
<PAGE>

     SECTION 6.14 Waiver of Stay or Extension Laws.

     The Issuer  covenants  (to the extent  that it may  lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage  of, any stay or extension  law wherever  enacted,
now or at any time  hereafter  in force,  which 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 Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     SECTION 6.15 Sale of Trust Property.

     (a) The  power to effect  any sale of any  portion  of the  Trust  Property
pursuant to Section  6.03 shall not be  exhausted by any one or more sales as to
any  portion  of  the  Trust  Property  remaining  unsold,  but  shall  continue
unimpaired  until the entire Trust  Property shall have been sold or all amounts
payable on the Notes  shall have been paid.  The  Trustee may from time to time,
upon  directions  in accordance  with Section 6.12,  postpone any public sale by
public announcement made at the time and place of such sale.

     (b) To the extent permitted by applicable law, the Trustee shall not in any
private sale sell the Trust Property, or any portion thereof,  unless either (i)
until  such time as the  conditions  specified  in  Section  11.01(a)  have been
satisfied in full,  Noteholders  evidencing  not less than 66 2/3% of the Voting
Rights  consent to or direct the Trustee to make such sale; or (ii) the proceeds
of such sale would be not less than the sum of all  amounts  due to the  Trustee
hereunder and the entire unpaid principal  amount of all Class A Notes,  Class B
Notes,  Class C Notes,  Class D Notes and  Class E Notes  then  outstanding  and
interest  due or to become due thereon in  accordance  with  Section 6.06 on the
Payment Date next succeeding the date of such sale.

     (c) In connection with a sale of all or any portion of the Trust Property:

          (i)  any  one or  more  Noteholders  or the  Trustee  may  bid for and
     purchase the property  offered for sale, and upon compliance with the terms
     of sale may hold, retain, and possess and dispose of such property, without
     further  accountability,  and any  Noteholder  may, in paying the  purchase
     money therefor, deliver in lieu of cash any outstanding Notes or claims for
     interest thereon for credit in the amount that shall,  upon distribution of
     the net proceeds of such sale, be payable thereon,  and such Notes, in case
     the amounts so payable  thereon  shall be less than the amount due thereon,
     shall be returned to the Noteholders after being  appropriately  stamped to
     show such partial payment;

          (ii) the Trustee shall execute and deliver an  appropriate  instrument
     of  conveyance  transferring  its  interest  in any  portion  of the  Trust
     Property in connection with a sale thereof;


                                       51
<PAGE>

          (iii)  the  Trustee  is  hereby  irrevocably  appointed  the agent and
     attorney-in-fact  of the Issuer to transfer  and convey its interest in any
     portion of the Trust  Property in connection  with a sale  thereof,  and to
     take all action necessary to effect such sale; and

          (iv) no  purchaser  or  transferee  at such a sale  shall  be bound to
     ascertain the Trustee's  authority,  inquire into the  satisfaction  of any
     conditions precedent or see to the application of any moneys.

     (d) The  method,  manner,  time,  place and terms of any sale of all or any
portion of the Trust Property shall be commercially reasonable.

     (e) The  provisions of this Section 6.15 shall not be construed to restrict
the ability of the Trustee to exercise any rights and powers  against the Issuer
or the  Trust  Property  that  are  vested  in the  Trustee  by this  Indenture,
including,  without limitation,  the power of the Trustee to proceed against the
collateral  subject  to the lien of this  Indenture  and to  institute  judicial
proceedings for the collection of any deficiency remaining thereafter.

     SECTION 6.16 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit  against  the  Trustee  for any action  taken or omitted by it as
Trustee,  a court may in its discretion require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court may in
its discretion assess reasonable costs,  including  reasonable  attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses  made by the party  litigant.  This Section 6.16
does not apply to a suit by the  Trustee,  a suit by a  Noteholder  pursuant  to
Sections 6.07 and 6.08, or a suit by any  Noteholder or group of  Noteholders of
more than 10% in principal amount of all Class A Notes,  Class B Notes,  Class C
Notes, Class D Notes and Class E Notes then outstanding.

                                   ARTICLE VII

                                   THE TRUSTEE

     SECTION 7.01 Certain Duties and Responsibilities.

     (a) Except during the continuance of an Indenture Event of Default:

          (i) the  Trustee  undertakes  to perform  only those  duties  that are
     specifically  set forth in this Indenture and no others and no covenants or
     duties shall be implied herein in connection with the Trustee; and

          (ii)  in the  absence  of bad  faith  on its  part,  the  Trustee  may
     conclusively rely, as


                                       52
<PAGE>

     to  the  truth  of the  statements  and  the  correctness  of the  opinions
     expressed therein,  upon  certificates,  statements,  opinions,  reports or
     documents  furnished to the Trustee and conforming to the  requirements  of
     this Indenture.  The Trustee,  however, shall examine the same to determine
     whether or not they conform to the requirements of this Indenture.

     (b) If an Indenture  Event of Default has occurred and is  continuing,  the
Trustee shall  exercise its 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 his own affairs.

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

          (i) this  subsection  shall not be  construed  to limit the  effect of
     subsection (a) of this Section 7.01;

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

          (iii) the Trustee shall not be liable with respect to any action taken
     or  omitted  to be  taken  by it in  good  faith  in  accordance  with  the
     directions received by it pursuant to Section 6.12 or 6.13; and

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

     (d) Whether or not therein  expressly so provided,  every provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 7.02 Notice of Defaults or Events of Default.

     Within five  Business  Days after a Responsible  Officer  receives  written
notice or is otherwise  notified of the  occurrence  of any Default or Indenture
Event of Default  hereunder or Servicer Event of Default under the  Contribution
and Servicing  Agreement,  the Trustee shall  transmit by certified  mail return
receipt requested,  hand delivery or overnight courier,  to all Noteholders,  as
their names and addresses appear in the Note Register, the Issuer, the Servicer,
the Rating Agencies and the Contributor notice of such Default,  Indenture Event
of Default or Servicer Event of Default  hereunder known to the Trustee,  unless
such Default,


                                       53
<PAGE>

Indenture Event of Default or Servicer Event of Default shall have been cured or
waived.

     SECTION 7.03 Certain Rights of Trustee.

     Subject to the provisions of Section 7.01:

          (i) the Trustee may rely conclusively and shall be protected in acting
     or  refraining  from acting upon any  resolution,  certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,
     note, debenture,  other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been  signed or  presented  by the
     proper party or parties;

          (ii) any request or direction of the Issuer  mentioned herein shall be
     sufficiently  evidenced by an Issuer Request or Issuer Order and any action
     of the Issuer may be sufficiently evidenced by an Issuer Order;

          (iii)  whenever in the  administration  of this  Indenture the Trustee
     shall deem it  desirable  that a matter be proved or  established  prior to
     taking,  suffering or omitting any action  hereunder,  the Trustee  (unless
     other evidence be herein  specifically  prescribed)  may, in the absence of
     bad faith on its part, rely upon an Officer's Certificate;

          (iv) the Trustee may consult with counsel as to legal  matters and the
     advice or opinion of any such counsel selected by the Trustee with due care
     shall be full and complete  authorization  and protection in respect of any
     action  taken,  suffered  or omitted by it  hereunder  in good faith and in
     reliance thereon;

          (v) the Trustee  shall be under no  obligation  to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of  any  of  the  Noteholders  pursuant  to  this  Indenture,  unless  such
     Noteholders  shall  have  offered  to the  Trustee  security  or  indemnity
     reasonably  satisfactory to it against the costs,  expenses and liabilities
     which might be incurred by it in compliance with such request or direction;

          (vi) prior to the  occurrence  of an  Indenture  Event of Default  and
     after the curing or waiving of all Indenture Events of Default, the Trustee
     shall  not be bound to make any  investigation  into the  facts or  matters
     stated in any  resolution,  certificate,  statement,  instrument,  opinion,
     report, notice, request, direction,  consent, order, note, debenture, other
     evidence of indebtedness, or other paper or document, other than to examine
     such  documents  to  determine  whether  they  conform  as to  form  to the
     requirements of this Indenture, unless requested in writing to do so by the
     Noteholders  evidencing more than 50% of the Voting Rights;  provided that,
     if the  payment  within a  reasonable  time to the  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 Trustee,  not reasonably assured to
     the Trustee by the security


                                       54
<PAGE>

     afforded  to it by the terms of this  Indenture,  the  Trustee  may require
     indemnity   reasonably   satisfactory   to  it  against  such  expenses  or
     liabilities as a condition to proceeding;  the reasonable expenses of every
     such examination  shall be paid by the Issuer or, if paid by the Trustee or
     any  predecessor  trustee,  shall be  promptly  repaid by the  Issuer  upon
     demand; and

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

     SECTION 7.04 Trustee's Disclaimer.

     The Trustee makes no  representation as to the validity or adequacy of this
Indenture  (except as against itself),  the SCTA, the Contribution and Servicing
Agreement, or the Notes and it shall not be responsible for any statement in the
Notes other than its  certificate of  authentication  or in any document used in
the sale of the Notes. The Trustee shall have no responsibility for, or duty, or
liability in connection  with  performance  by the  Servicer,  and shall have no
obligation to monitor the performance of the Servicer.  The Trustee shall not be
accountable  for  the use or  application  by the  Issuer  of the  Notes  or the
proceeds thereof.

     SECTION 7.05 Money Held in Trust.

     Money and  investments  held by the Trustee or other  paying agent shall be
held in trust in one or more Eligible  Deposit  Accounts as required  hereunder.
The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with Issuer.

     SECTION 7.06 Compensation, Reimbursement, etc.

     (a) Pursuant to the Contribution and Servicing Agreement,  the Servicer has
agreed:

          (i) to pay to the Trustee from time to time such  compensation for all
     services  rendered by it  hereunder  as the  Servicer  and the Trustee have
     agreed in writing prior to the Closing Date (which  compensation  shall not
     be  limited  by any  provision  of law in regard to the  compensation  of a
     trustee of an express  trust),  such payment to be made  independent of the
     other payment  obligations of the Servicer  hereunder;  provided that, if a
     Servicer  Event of Default has occurred  and is  continuing  under  Section
     10.01 of the  Contribution  and Servicing  Agreement and the Servicer is no
     longer  DVI,  then the  Trustee  shall  be  compensated,  for all  services
     rendered by it hereunder,  on each Payment Date,  from  Available  Funds on
     deposit  in the  Collection  Account,  an  amount  equal  to the sum of the
     Servicing Fee and the Trustee Fee, such fees to be paid pari passu;

          (ii) except as otherwise  expressly  provided herein, to reimburse the
     Trustee upon


                                       55
<PAGE>

     its  request  for all  reasonable  expenses,  disbursements,  and  advances
     incurred or made by the Trustee in  accordance  with any  provision of this
     Indenture  (including  the  reasonable  compensation  and the  expenses and
     disbursements  of  its  agents  and  counsel),  except  any  such  expense,
     disbursement,  or advance as may be  attributable  to its negligence or bad
     faith;

          (iii) to pay the Trustee its annual  administrative fee on the Closing
     Date;

          (iv) to pay the reasonable  fees and expenses of Trustee's  counsel on
     the Closing Date; and

          (v) to pay the reasonable annual  administrative  fee of each Lock-Box
     Bank.

     (b) The Trustee hereby  acknowledges  and agrees that if the Servicer fails
to pay the amounts set forth in Section 7.06(a) of this  Indenture,  the Trustee
will continue to perform its obligations under this Indenture, regardless of the
Servicer's  failure to pay such amounts,  until the  appointment  of a successor
Trustee  reasonably  satisfactory  to the Noteholders in accordance with Section
7.08 of this Indenture; provided, however, that in such event, the Trustee shall
withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from
amounts payable to the Servicer pursuant to Section 3.04(b)(i).

     SECTION 7.07 Eligibility; Disqualification.

     The  Trustee  hereunder  (a)  shall  at all  times  be a  national  banking
association  organized and doing business under the laws of the United States of
America or any state thereof  authorized  under such laws to exercise  corporate
trust powers,  having a combined capital and surplus of at least $100,000,000 or
shall be a member of a bank holding system,  the aggregate  combined capital and
surplus of which is at least  $100,000,000,  provided that unless the Trustee is
U.S. Bank Trust National  Association,  the Trustee, or the bank holding company
system of which the  Trustee is a member must have a  long-term  unsecured  debt
rating of at least "A" from the Rating Agencies;  provided, further, that if the
Trustee is U.S.  Bank  Trust  National  Association,  the  Trustee,  or the bank
holding company system of which the Trustee is a member,  shall have a long-term
unsecured debt rating of at least "Baa3" from Moody's or "BBB" from Fitch,  Inc.
or a short-term unsecured rating of "Prime-3" from "Moody's" or "F1" from Fitch,
Inc., and (b) shall be subject to supervision or examination by Federal or state
authority  and,  in the case of any  successor  Trustee  subject to  regulations
regarding  fiduciary  funds  on  deposit  substantially  similar  to 12 CFR  ss.
9.10(b).  If such corporation  publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority,  then for the purpose of this Section 7.07, the combined  capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent  report of  condition so  published.  In
case at any time the Trustee shall cease to be eligible in  accordance  with the
provisions of this Section 7.07,  the Trustee  shall resign  immediately  in the
manner and with the effect specified in Section 7.08.


                                       56
<PAGE>

     SECTION 7.08 Resignation and Removal; Appointment of Successor.

     (a) No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance of  appointment by a successor  Trustee  reasonably  satisfactory  to
Noteholders evidencing more than 50% of the Voting Rights under Section 7.09.

     (b) Subject to Section 7.08(a) the Trustee may resign at any time by giving
written  notice  thereof to the Issuer and by mailing  notice of  resignation by
first-class mail, postage prepaid, to the Rating Agencies and the Noteholders at
their addresses appearing on the Note Register.

     (c)  The  Trustee  may be  removed  at any  time  by  written  notice  from
Noteholders  evidencing  more than 50% of the  Voting  Rights  delivered  to the
Trustee and the Issuer. The Issuer,  with the consent of Noteholders  evidencing
more than 50% of the Voting Rights, may remove the Trustee if:

          (i) the Trustee fails to comply with Section 7.07;

          (ii) the Trustee is adjudged bankrupt or insolvent;

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

          (iv) the Trustee becomes incapable of acting.

     (d) If the Trustee shall resign, be removed, or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause,  the Issuer,
with the consent of Noteholders evidencing more than 50% of the Voting Rights by
an act of the Issuer, shall promptly appoint a successor Trustee.

     (e) If no successor  Trustee  shall have been so appointed by the Issuer as
hereinabove provided and accepted appointment in the manner hereinafter provided
within 30 days after any such resignation or removal, existence of incapability,
or occurrence of such vacancy,  the Trustee or any  Noteholder  may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     (f) The Issuer  shall give notice of each  resignation  and each removal of
the  Trustee and each  appointment  of a  successor  Trustee by mailing  written
notice of such event by first-class mail,  postage prepaid,  to all Noteholders,
as their  names and  addresses  appear in the Note  Register  and to the  Rating
Agencies.  Each notice shall include the name of the  successor  Trustee and the
address of its Corporate Trust Office.

     (g) A Trustee  who has  resigned  or been  removed  shall be subject to TIA
Section 311(a) to the extent indicated therein.


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<PAGE>

     SECTION 7.09 Acceptance of Appointment by Successor.

     (a) Every successor Trustee appointed hereunder shall execute,  acknowledge
and deliver to the Issuer and to the retiring  Trustee an  instrument  accepting
such  appointment,  and  thereupon  the  resignation  or removal of the retiring
Trustee shall become effective and such successor  Trustee,  without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring  Trustee;  provided  that on request of the Issuer or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights,  powers  and  trusts of the  retiring  Trustee  and shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Issuer  shall  execute  any and all  instruments  for more  fully and  certainly
vesting in and confirming to such successor Trustee all such rights,  powers and
trusts.

     (b) No successor Trustee shall accept its appointment unless at the time of
such  acceptance  such  successor  Trustee shall be qualified and eligible under
this Article and no reduction in the then current ratings,  if any, on the Notes
has occurred as a result of such appointment.

     SECTION 7.10. Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Trustee may be merged or  converted or with which
it may be consolidated,  or any Person resulting from any merger,  conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially  all the corporate trust business of the Trustee,  shall be
the successor of the Trustee hereunder;  provided such Person shall be otherwise
qualified and eligible  under this  Article,  without the execution or filing of
any paper or any further act on the part of any of the parties  hereto.  In case
any Notes shall have been authenticated,  but not delivered, by the Trustee then
in  office,  any  successor  by merger,  conversion,  or  consolidation  to such
authenticating  Trustee may adopt such  authentication  and deliver the Notes so
authenticated  with the same  effect as if such  successor  Trustee  had  itself
authenticated such Notes.

     SECTION 7.11 Co-trustees and Separate Trustees.

     (a) At any time or times, for the purpose of meeting the legal requirements
of any  jurisdiction  in  which  any of the  Trust  Property  may at the time be
located,  the Issuer and the Trustee shall have power to appoint,  and, upon the
written  request of the Trustee or the  Noteholders  evidencing more than 50% of
the Voting  Rights,  the Issuer  shall for such purpose join with the Trustee in
the  execution,  delivery,  and  performance of all  instruments  and agreements
necessary  or proper to appoint  one or more  Persons  approved  by the  Trustee
either to act as  co-trustee,  jointly with the  Trustee,  of all or any part of
such Trust  Property,  or to act as separate  trustee of any such  property,  in
either  case  with  such  powers  as  may  be  provided  in  the  instrument  of
appointment,  and to vest in such Person or Persons in the  capacity  aforesaid,
any property,  title,  right or power deemed necessary or desirable,  subject to
the other  provisions  of this Section 7.11. If the Issuer does not join in such
appointment  within  fifteen days after the receipt by it of a


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<PAGE>

request so to do, or in case an  Indenture  Event of Default has occurred and is
continuing, the Trustee alone shall have power to make such appointment.

     (b) Should  any  written  instrument  from the  Issuer be  required  by any
co-trustee or separate  trustee so appointed  for more fully  confirming to such
co-trustee or separate  trustee such property,  title,  right, or power, any and
all such instruments shall, on request, be executed,  acknowledged and delivered
by the Issuer.

     (c) Every  co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms:

          (i) The Notes shall be  authenticated  and  delivered  and all rights,
     powers,  duties,  and  obligations  hereunder  in respect of the custody of
     securities,  cash and other  personal  property  held by, or required to be
     deposited or pledged with, the Trustee hereunder, shall be exercised solely
     by the Trustee.

          (ii) The rights,  powers,  duties, and obligations hereby conferred or
     imposed  upon the  Trustee  in  respect  of any  property  covered  by such
     appointment  shall be conferred or imposed upon and  exercised or performed
     by the Trustee or by the  Trustee and such co- trustee or separate  trustee
     jointly, as shall be provided in the instrument appointing such co- trustee
     or  separate  trustee,  except  to the  extent  that,  under any law of any
     jurisdiction  in which any particular  act is to be performed,  the Trustee
     shall be  incompetent  or  unqualified  to perform such act, in which event
     such  rights,  powers,  duties  and  obligations  shall  be  exercised  and
     performed by such co-trustee or separate trustee.

          (iii) The Trustee at any time, by an instrument in writing executed by
     it, with the  concurrence of the Issuer  evidenced by an Issuer Order,  may
     accept the  resignation  of or remove any  co-trustee  or separate  trustee
     appointed  under this  Section  7.11,  and, in case an  Indenture  Event of
     Default has occurred  and is  continuing,  the Trustee  shall have power to
     accept the  resignation  of, or remove,  any such  co-trustee  or  separate
     trustee without the concurrence of the Issuer.  Upon the written request of
     the  Trustee,  the  Issuer  shall join with the  Trustee in the  execution,
     delivery and  performance of all  instruments  and agreements  necessary or
     proper to  effectuate  such  resignation  or removal.  A  successor  to any
     co-trustee  or separate  trustee so resigned or removed may be appointed in
     the manner provided in this Section 7.11.

          (iv) No co-trustee or separate  trustee  hereunder shall be personally
     liable by reason of any act or  omission  of the  Trustee or any other such
     trustee  hereunder and the Trustee shall not be personally liable by reason
     of any act or omission of any  co-trustee  or other such  separate  trustee
     hereunder selected and supervised by the Trustee with due care or appointed
     in accordance with directions to the Trustee pursuant to Section 6.12.


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<PAGE>

          (v) Any Act of Noteholders delivered to the Trustee shall be deemed to
     have been delivered to each such co-trustee and separate trustee.

     SECTION 7.12 Trustee to Hold Contracts.

     On or prior to the Closing Date, the Contributor,  on behalf of the Issuer,
shall  deliver to the  Trustee (or its  designee)  the sole  original,  manually
executed  counterpart  of each Contract (or, if the original  Contract is in the
form of a schedule or supplement to a master lease, all original counterparts of
such schedule or supplement  previously in the possession of the  Contributor or
the Issuer  together  with a true and correct  copy of such  master  lease) that
constitutes "chattel paper" or an "instrument," as such terms are defined in the
UCC. The Trustee (or its designee)  shall hold such documents until such time as
such  Contract  is  released  from the lien of this  Indenture  pursuant  to the
provisions hereof.

     SECTION 7.13 Financing Statements.

     The Trustee shall execute such UCC financing  statements  and  continuation
statements as shall have been prepared by the Servicer and as shall be necessary
and shall  furnish the Servicer  with such  limited  powers of attorney or other
documents  necessary  or  appropriate  to enable the  Servicer  to  fulfill  its
obligations  under Section 4 of the Contribution and Servicing  Agreement and to
carry out its servicing and  administration  duties under the  Contribution  and
Servicing Agreement.

     SECTION 7.14 Trustee to Act; Appointment of Successor.

     (a) On and after the time the  Servicer  receives  a notice of  termination
pursuant to Section  10.02 of the  Contribution  and  Servicing  Agreement,  the
Trustee  (subject  to  subsection  (b)  hereof)  shall be the  successor  in all
respects to the Servicer in its capacity as servicer under the  Contribution and
Servicing  Agreement of the Contracts  and, to such extent,  shall be subject to
all the responsibilities, duties and liabilities (other than the duty to advance
funds and  indemnify)  relating  thereto placed on the Servicer by the terms and
provisions thereof (but not the obligations of the Contributor contained therein
which shall survive any such  termination  as provided in Section 10.02 thereof)
and shall be entitled  to receive  from the Issuer the  Servicing  Fee and other
servicing  compensation  provided  for in Section 4.04 of the  Contribution  and
Servicing Agreement; provided that the Trustee shall in no way be responsible or
liable for any action or actions of the  Servicer  before the time the  Servicer
receives such a notice of termination.

     (b) The Trustee may, if it is  unwilling or unable to act as the  successor
Servicer,  give  notice  of such  fact  to each  Noteholder  and (i)  appoint  a
successor  Servicer  with a net  worth of at least  $15,000,000  and  reasonably
acceptable  to  Noteholders  evidencing  more than 50% of the Voting  Rights and
whose regular business includes the servicing of a similar type of contracts and
the financing of medical diagnostic imaging equipment, as the successor Servicer
under the Contribution and Servicing Agreement,  to assume all of the rights and
obligations  of the Servicer  thereunder,  including,  without  limitation,  the
Servicer's   right  thereunder  to  receive  the  Servicing  Fee  (but  not  the
obligations  of  the  Contributor   contained


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<PAGE>

therein) or, (ii) if no such  institution  is so appointed,  petition a court of
competent  jurisdiction  to appoint an institution  meeting such criteria as the
Servicer  thereunder.  Pending  appointment  of a successor  Servicer  under the
Contribution and Servicing Agreement,  the Trustee shall act in such capacity as
hereinabove  provided.  In connection with such appointment and assumption,  the
Trustee shall cause such successor Servicer to enter into a servicing  agreement
substantially in the form of the Contribution  and Servicing  Agreement,  except
that such agreement shall not include any of the Contributor's  representations,
warranties  or  obligations  and  the  Trustee  may  make  arrangements  for the
compensation  of such  successor  Servicer out of payments on Contracts  and the
related  Contracts as it and such  successor  Servicer  shall  agree;  provided,
however,  that no such  compensation  shall be in  excess  of that  provided  in
Section 4.04 of the Contribution and Servicing Agreement.

     SECTION 7.15 Reports by Trustee to Holders.

     If required by the TIA,  within 60 days after each Payment  Date  beginning
with December 11, 2001, the Trustee shall mail to each Noteholder a brief report
dated as of such Payment Date that complies with TIA Section 313(a).

     SECTION 7.16 Preferential Collection of Claims Against Issuer.

     The  Trustee  is  subject  to and shall  comply  with TIA  Section  311(a),
excluding any creditor relationship listed in TIA Section 311(b).


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<PAGE>

                                  ARTICLE VIII

                                    COVENANTS

     SECTION 8.01 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.  An
installment  of interest  shall be considered  paid on the date it is due if the
Trustee  holds on that  date  money  designated  for and  sufficient  to pay the
installment.

     SECTION 8.02 Maintenance of Office or Agency; Chief Executive Office.

     (a) The Issuer will maintain in the  Commonwealth of Pennsylvania an office
or agency  where  notices  and  demands  to or upon the Issuer in respect of the
Notes and this Indenture may be served.

     (b) The chief executive  office of the Issuer,  and the office at which the
Issuer maintains its records with respect to the Contracts,  the Equipment,  and
the transactions contemplated hereby, is located in Jamison,  Pennsylvania.  The
Issuer will not change the  location of such office  without  giving the Trustee
and each Noteholder at least 60 days' prior written notice thereof.

     SECTION 8.03 Money for Payments to Noteholders to Be Held in Trust.

     (a) All  payments of amounts due and payable with respect to any Notes that
are to be made from amounts  withdrawn from the Collection  Account  pursuant to
Section  3.04(b)  or  Section  6.06 shall be made on behalf of the Issuer by the
Trustee, and no amounts so withdrawn from the Collection Account for payments of
Notes  shall be paid  over to the  Issuer  under  any  circumstances  except  as
provided in this Section 8.03.

     (b) In making payments hereunder, the Trustee will:

          (i) allocate all sums received for payment to the  Noteholders on each
     Payment Date in accordance with the terms of this Indenture;

          (ii)  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;
     and

          (iii) comply with all  requirements  of the  Internal  Revenue Code of
     1986,  as  amended  (or  any  successor  statutes),   and  all  regulations
     thereunder, with respect to the withholding


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<PAGE>

     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,  in each case,  consistent with the
     treatment of the Notes as indebtedness.

     (c) Except as required by applicable  law, any money held by the Trustee in
trust for the payment of any amount due with  respect to any Note and  remaining
unclaimed  for two years  after such  amount  has become due and  payable to the
Noteholder  shall be  discharged  from such  trust and,  subject  to  applicable
escheat  laws,  paid to the  Issuer  upon  request;  and such  Noteholder  shall
thereafter,  as an  unsecured  general  creditor,  look only to the  Issuer  for
payment  thereof,  and all  liability  of the Trustee with respect to such trust
money shall thereupon cease.

     SECTION 8.04 Issuer Existence; etc.

     (a) The Issuer will do or cause to be done all things necessary to preserve
and keep in full force and effect its existence as a Delaware limited  liability
company and the rights,  licenses and franchises of the Issuer,  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 the Indenture, the Notes, or any of the Contracts.

     (b) The  Issuer  shall at all times  observe  and  comply  in all  material
respects with (i) its limited liability company operating agreement as in effect
on the date hereof,  (ii) all laws,  regulations and court orders  applicable to
it,  (iii)  all  requirements  of law  in the  declaration  and  payment  of any
distributions on its Units,  and (iv) all requisite and appropriate  formalities
(including, without limitation,  obtaining the consent of the Managing Member as
its sole  beneficial  owner to  authorize  Issuer  action  as  required,  and as
otherwise required by law) in the management of its business and affairs and the
conduct  of  the  transactions  contemplated  hereby,  by  the  SCTA  and by the
Contribution and Servicing Agreement. The SCTA limits the Issuer's activities to
the  purchases of assets,  issuance of  securities,  and  activities  incidental
thereto.  No Affiliate  of the Issuer pays the expenses of the Issuer  except as
contemplated  in the  Transaction  Documents,  and no  Affiliate  of the  Issuer
guarantees any obligation of the Issuer. Other than the purchase,  contribution,
substitution or sale of assets,  the Issuer has no  intercorporate  transactions
with DVI.

     (c) The Issuer will,  at all times:  (i) maintain (A)  financial  books and
records  separate from those of any other Person and (B) minutes of its meetings
and  other  proceedings  of  its  member(s);   (ii)  continuously  maintain  the
resolutions,  agreements  and  other  instruments  underlying  the  transactions
contemplated  hereby,  by  the  SCTA  and  by  the  Contribution  and  Servicing
Agreement,  as official  records of the Issuer;  (iii) act solely in its name to
maintain an arm's-length  relationship  with the Contributor and its Affiliates;
(iv) pay all of its operating  expenses and liabilities  from its own funds; (v)
maintain an office and telephone  number separate from that of the  Contributor,
the Managing Member and the Transferor, (vi) maintain its assets separately from
the  assets of the  Contributor  and (vii)  characterize  the  Contributor,  the
Managing  Member and the  Transferor  as separate  entities  in any report,  tax
return, financial statement, other accounting or business transaction.


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<PAGE>

     (d) The Issuer shall  conduct its business  solely in its own name so as to
not mislead  others as to the  identity of the trust with which those others are
concerned,  and particularly will avoid the appearance of conducting business on
behalf of the  Contributor  or any of its  Affiliates  or that the assets of the
Issuer are  available  to pay the  creditors  of the  Contributor  or any of its
Affiliates.  Without  limiting the  generality  of the  foregoing,  all oral and
written  communications,   including,  without  limitation,  letters,  invoices,
purchase  orders,  contracts,  statements  and loan  applications,  will be made
solely in the name of the Issuer.

     (e) The Issuer will be operated so as not to be substantively  consolidated
for bankruptcy purposes with the Contributor.

     (f) Reserved.

     (g) The  Issuer  will not amend its  limited  liability  company  operating
agreement  without the prior consent of Noteholders  evidencing more than 50% of
the Voting Rights.

     (h) The Issuer shall also comply with the other  applicable  provisions  of
TIA Section 314.

     SECTION 8.05 Protection of Trust Property; Further Assurances.

     The Issuer will from time to time execute and deliver all such  supplements
and  amendments  hereto  and all such  UCC  financing  statements,  continuation
statements,  instruments of further assurance,  and other instruments,  and will
take such other action as may be necessary or advisable to:

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

          (ii) maintain or preserve the lien of this Indenture or carry out more
     effectively the purposes hereof;

          (iii)  publish  notice of, or protect  the  validity  of, any Grant or
     assignment  made or to be made by this  Indenture  and perfect the security
     interest  contemplated  hereby in favor of the Trustee in the Contracts and
     any security interest in the related Equipment;

          (iv) enforce or cause the Servicer to enforce any of the Contracts; or

          (v) preserve and defend title to any Contract  (including the right to
     receive all  payments  due or to become due  thereunder  subsequent  to the
     applicable  Cut-Off  Date),  the  security  interest  of the Trustee in the
     Equipment,  or other  property  included in the Trust Property and preserve
     and defend the rights of the Trustee and the  Noteholders  in such Contract
     (including  the  right  to  receive  all  payments  due  or to  become  due
     thereunder subsequent to the applicable Cut-Off Date),  Equipment and other
     property against the claims of all persons and parties.


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<PAGE>

The Issuer,  upon the Issuer's  failure to do so, hereby  designates the Trustee
its  agent  and   attorney-in-fact  to  execute  any  UCC  financing  statement,
continuation statement or other document or instrument required pursuant to this
Section 8.05;  provided,  however,  that such designation shall not be deemed to
create a duty in the  Trustee to monitor the  compliance  of the Issuer with the
foregoing  covenants,  and  provided  further  that the duty of the  Trustee  to
execute any instrument  required  pursuant to this Section 8.05 shall arise only
if a Responsible  Officer of the Trustee has actual  knowledge of any failure of
the Issuer to comply with the provisions of this Section 8.05.

     SECTION 8.06 Compliance Certificates.

     The Issuer will deliver to the Trustee and the Rating  Agencies,  within 90
days after the end of each fiscal year, an Officer's Certificate of the Managing
Member,  as sole owner of the beneficial  interests of the Issuer,  stating,  in
addition to the statements  required by Section 1.18, as to each signer thereof,
that:

          (i) a review of the  activities  of the Issuer during such year and of
     performance  under  this  Indenture  has been  made  under  such  officers'
     supervision,

          (ii) to the best of such  officers'  knowledge,  based on such review,
     (a) the Issuer has fulfilled all of its  obligations  under this  Indenture
     throughout  such  year  and  (b)  the  Servicer  has  fulfilled  all of the
     Servicer's obligations under the Contribution and Servicing Agreement, and

          (iii)  whether the officer  knows of any  Defaults by the Issuer under
     this Indenture  throughout such year or, if there has been a Default in the
     fulfillment of any such  obligation,  specifying each such Default known to
     him and the nature and status  thereof  and the nature of the action  taken
     with respect thereto.

     SECTION  8.07  Performance  of  Obligations;   Contribution  and  Servicing
Agreement.

     (a) The Issuer will  punctually  perform and observe all of its obligations
and agreements  contained in this  Indenture,  any  Supplement,  the Notes,  its
limited liability company operating agreement,  the Note Purchase Agreement, the
Underwriting Agreements and any other applicable Transaction Documents.

     (b) The Issuer  will  clearly  mark its books and  records to reflect  each
assignment and transfer of a Contract and the security interest in the Equipment
subject thereto from the Transferor.

     (c) If the Managing Member, as sole member of the Issuer, shall have actual
knowledge  of the  occurrence  of a default  under either the  Contribution  and
Servicing  Agreement or the SCTA, the Issuer shall  promptly  notify the Trustee
and the  Noteholders  thereof,  and shall specify in such notice the action,  if
any,  the Issuer is taking in respect of such  default.  Unless  consented to by
Noteholders  evidencing  more than 50% of the Voting Rights,  the Issuer may not
waive any default under or amend the Contribution and Servicing Agreement.


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<PAGE>

     (d) The  Issuer  shall,  and shall  cause the  Contributor  to,  update any
information  required  to be  provided  pursuant  to  Rule  144A(d)  (4)  of the
Securities  Act to  subsequent  purchasers  of the Class E Notes to prevent such
information from becoming materially false and materially misleading in a manner
adverse to any Noteholder.

     SECTION 8.08 Negative Covenants.

     The Issuer will not:

          (i) sell,  transfer,  exchange or otherwise  dispose of any portion of
     the Trust Property  except as expressly  permitted by this Indenture or any
     Supplement;  provided  that nothing  contained  herein  shall  prohibit the
     transfer by the Issuer of amounts payable to the Issuer pursuant to Section
     3.04(b);

          (ii) claim any credit on, or make any  deduction  from,  the principal
     of, or interest  on, any of the Notes by reason of the payment of any taxes
     levied or assessed upon any portion of the Trust Property;

          (iii)  seek  dissolution  or  liquidation  in  whole  or  in  part  or
     reorganization of its business or affairs;

          (iv) (A) permit the validity or effectiveness of this Indenture or any
     Grant  hereby to be  impaired,  or permit the lien of this  Indenture to be
     amended,  hypothecated,  subordinated,  terminated or discharged, or permit
     any Person to be released  from any  covenants  or  obligations  under this
     Indenture,  except as may be  expressly  permitted  hereby,  (B) permit any
     lien,  charge,  security  interest,  mortgage  or other  encumbrance  to be
     created  on or to extend to or  otherwise  arise  upon or burden  the Trust
     Property  or any part  thereof  or any  interest  therein  or the  proceeds
     thereof  other than the lien of this  Indenture and the rights of Obligors,
     or (C) permit the lien of this  Indenture  not to  constitute a valid first
     priority  perfected security interest in the Contracts and a valid security
     interest in the Equipment;

          (v) engage in any business or activity in violation of the  provisions
     contained in its limited liability company operating agreement;

          (vi) at any time insist upon, plead, or in any manner whatsoever claim
     or take the benefit or advantage of, any stay or extension law or other law
     that would prohibit or forgive the Issuer from paying all or any portion of
     the principal of or interest on the Notes as contemplated  herein or in the
     Notes, wherever enacted, now or at any time hereafter in force, or that may
     affect the  covenants or the  performance  of this  Indenture;  and (to the
     extent that it may lawfully do so) the Issuer hereby  expressly  waives all
     benefit  or  advantage  of any such  law,  and  covenants  that it will not


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<PAGE>

     hinder,  delay or impede the  execution of any power herein  granted to the
     Trustee,  but will suffer and permit the  execution  of every such power as
     though no such law had been enacted;

          (vii) merge or consolidate with any other Person unless (i) the entity
     surviving such merger or consolidation is a Person organized under the laws
     of the  United  States  or any  jurisdiction  thereof,  (ii) the  surviving
     entity,  if not the Issuer,  shall  execute and deliver to the Servicer and
     the Trustee,  in form and substance  satisfactory  to each of them,  (x) an
     instrument  expressly  assuming  all  of  the  obligations  of  the  Issuer
     hereunder,  and (y) an opinion of counsel to the effect that such Person is
     a Person of the type described in the preceding clause (i), has effectively
     assumed  the  obligations  of the  Issuer  hereunder,  that all  conditions
     precedent  provided for in this Indenture relating to such transaction have
     been complied with, that in the opinion of such counsel,  all UCC financing
     statements and  continuation  statements  and amendments  thereto have been
     executed  and filed that are  necessary  fully to preserve  and protect the
     interest of the Trustee in the Trust Property,  and reciting the details of
     such filings, or stating that no such action shall be necessary to preserve
     and protect such interest,  (iii) the Issuer shall deliver to the Trustee a
     letter from each Rating  Agency to the effect  that such  transaction  will
     not, in and of itself,  result in a downgrading of the rating for the Notes
     and (iv) immediately after giving effect to such  transaction,  no event of
     default under any Transaction Document, and no event which, after notice or
     lapse of time,  or both,  would  become  an event of  default,  shall  have
     occurred and be continuing. The Issuer and any surviving entity, if not the
     Issuer,  will keep all of its material  assets  within the United States at
     all times. The Issuer will not make any material change in its business;

          (viii)  take any  action  or permit  any  action to be taken by others
     which  would  release  any Person from any of such  Person's  covenants  or
     obligations  under any  Contract  or any other  instrument  included in the
     Trust  Property  other  than  any  such  release  occasioned  by the  early
     termination of a Contract after receipt of the Prepayment  Amount, or which
     would result in the amendment, hypothecation,  subordination,  termination,
     or discharge of, or impair the validity or  effectiveness  of, any Contract
     or such other instrument, except as expressly provided in this Indenture or
     the Contribution and Servicing Agreement; or

          (ix) issue any other securities  (other than the Notes and the Class F
     Instruments)  unless it shall  have  received  from the  Rating  Agencies a
     written  confirmation  that the issuance of such securities will not result
     in a Ratings Effect with respect to any class of Notes.

     SECTION 8.09 Information as to the Issuer.

     The Issuer shall file with the Trustee and the Rating Agencies:

     (a) within 15 days after filing 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 by rules and  regulations
prescribe)  which the Managing  Member (as settlor of the Issuer)


                                       67
<PAGE>

is required to file with the  Commission  pursuant to Section 13 or 15(d) of the
Exchange Act.

     (b)  immediately  upon becoming  aware of the existence of any condition or
event which  constitutes a Default or an Indenture  Event of Default,  a written
notice  describing its nature and period of existence and what action the Issuer
is taking or proposes to take with respect thereto;

     (c) promptly upon the Issuer's becoming aware of:

          (i) any proposed or pending  investigation  of it by any  governmental
     authority or agency, or

          (ii) any pending or proposed court or administrative  proceeding which
     involves or may involve the possibility,  individually or in the aggregate,
     of materially and adversely affecting the properties,  business, profits or
     condition  (financial  or  otherwise)  of  the  Issuer,  a  written  notice
     specifying the nature of such  investigation  or proceeding and what action
     the  Issuer  is  taking  or  proposes  to take  with  respect  thereto  and
     evaluating its merits; and

     (d) with reasonable promptness, any other data and information which may be
reasonably requested from time to time.

     SECTION 8.10. Payment of Taxes and Other Claims.

     The Issuer will pay or discharge or cause to be paid or discharged,  before
any  penalty  accrues  from the failure to so pay or  discharge,  (1) all taxes,
assessments and  governmental  charges levied or imposed upon the Issuer or upon
the income,  profits or property  (including  any  property  that is part of the
Trust Property) of the Issuer and (2) all lawful claims for labor, materials and
supplies which,  if unpaid,  might by law become a lien upon the property of the
Issuer;  provided,  however,  that the Issuer  shall not be  required  to pay or
discharge or cause to be paid or discharged any such tax, assessment,  charge or
claim the amount,  applicability or validity of which is being contested in good
faith by appropriate  proceedings and for which adequate provision has been made
or where the failure to effect such  payment or  discharge is not adverse in any
material respect to the Noteholders.

     SECTION 8.11 Indemnification.

     The Issuer agrees to indemnify  and hold harmless the Trustee  (which shall
include its directors, officers, employees and agents) and each Noteholder (each
an  "Indemnified  Party")  against  any and all  liabilities,  losses,  damages,
penalties,  costs and expenses  (including  the fees and expenses of counsel and
the costs of  defense  and legal fees and  expenses)  which may be  incurred  or
suffered by such  Indemnified  Party  without  negligence,  bad faith or willful
misconduct  on its part as a  result  of  claims,  actions,  suits or  judgments
asserted or imposed against it and arising out of the transactions  contemplated
hereby, by the


                                       68
<PAGE>

SCTA  or  by  the  Contribution  and  Servicing  Agreement,  including,  without
limitation, any claims resulting from any use, operation,  maintenance,  repair,
storage  or  transportation  of any  item of  Equipment,  whether  or not in the
Issuer's  possession or under its control,  and any tort claims and any fines or
penalties  arising from any violation of the laws or  regulations  of the United
States or any state or local  government  or  governmental  authority;  provided
that,  except to the extent  otherwise  provided  in Section  6.06,  all amounts
payable  pursuant to this  Section 8.11 shall be fully  subordinated  to amounts
payable under the Class A Notes, the Class B Notes, the Class C Notes, the Class
D Notes and the Class E Notes to the extent that any amounts  otherwise  due and
payable  under the terms of this  Indenture  have not been fully paid.  In every
circumstance  where the Issuer  has agreed to  indemnify  or hold  harmless  the
Noteholders for legal fees,  counsel fees and related costs and expenses,  it is
understood  and  agreed,  and the  Noteholders  by  their  acceptance  of  their
respective  Notes  agree,  that such  indemnification  and  holding  harmless is
limited to the reasonable  fees,  related costs and expenses of the  Noteholders
Counsel only. The provisions of this Section 8.11 shall survive the  termination
of this Indenture.

     SECTION 8.12 Contract Files to Trustee.

     On or prior to the Closing Date or each Substitute Date, as applicable, the
Contributor,  on behalf of the Issuer, shall deliver to the Trustee the original
counterpart   of  each  Contract  that   constitutes   "chattel   paper"  or  an
"instrument," as such terms are defined in the UCC.

     SECTION 8.13 Payment Advices.

     Each payment by the Issuer or the  Servicer to the Trustee  pursuant to any
of the provisions of the  Transaction  Documents shall be accompanied by written
advice  containing  sufficient  information  to  identify  the  Contract  and/or
Equipment  to  which  such  payment  relates,  the  Section  of the  Transaction
Documents  pursuant to which such  payment is made,  and the proper  application
pursuant to the provisions of the applicable Transaction Document of the amounts
being paid.


                                       69
<PAGE>

                                   ARTICLE IX

                     AMENDMENTS AND SUPPLEMENTAL INDENTURES

     SECTION 9.01 Amendments and Supplemental Indentures.

     This Indenture or the Notes may be amended from time to time by the parties
hereto,  without  the  consent  of any  of the  Noteholders,  (i)  to  cure  any
ambiguity,   to  correct  or  supplement  any  provision  herein  which  may  be
inconsistent  with any other  provision  herein or to make any other  provisions
with respect to matters or questions  arising under this  Indenture or the Notes
which shall not be materially inconsistent with the provisions of this Indenture
or the  Notes,  provided  that such  action  shall not  adversely  affect in any
respect the  interests  of any  Noteholder  or (ii) to make any change to comply
with the TIA or any amendment thereto,  or to comply with any requirement of the
Commission in connection with the qualification of the Indenture under the TIA.

     This  Indenture  or the Notes may also be amended  from time to time by the
parties hereto with the consent of the Holders of Notes  evidencing more than 66
2/3% of the Voting Rights (and with prior written  notice to the Rating  Agency)
for the  purpose  of adding  any  provisions  to or  changing  in any  manner or
eliminating any of the provisions of this Indenture or the Notes or of modifying
in any manner the rights of the  Holders of Notes;  provided,  however,  that no
amendment  to this  Indenture  or any  supplemental  indenture  may (i)  cause a
reduction in the then current  ratings,  if any, of the Notes,  (ii) increase or
reduce in any  manner  the  amount  of,  or  accelerate  or delay the  timing of
collections  of payments  on the related  Contracts  or  distributions  that are
required  to be made for the  benefit  of such  Noteholders,  (iii)  reduce  the
aforesaid percentage of the Notes of such series which is required to consent to
any such amendment or waiver, or (iv) release any of the Trust Property from the
lien hereof (except as otherwise permitted herein) or modify Section 2.06, 3.04,
6.06, 6.08, 6.13 or 9.01, without the consent of each affected  Noteholder.  The
Issuer shall  furnish to the Rating  Agencies  copies of all  amendments  to and
supplements to this Indenture.

     It shall not be  necessary  for the consent of the  Noteholders  under this
Section  9.01 to  approve  the  particular  form of any  proposed  amendment  or
supplement,  but it shall be sufficient  if such consent  approves the substance
thereof.

     SECTION 9.02 Execution of Amendments and Supplemental Indentures.

     In executing any amendment to this Indenture, the Notes or any supplemental
indenture  pursuant to Section  9.01 of this  Indenture,  the  Trustee  shall be
entitled to receive,  and (subject to Section 7.01) shall be fully  protected in
relying upon (i) an Officer's  Certificate stating that all conditions precedent
for entering into such amendment or  supplemental  indenture as set forth in the
Indenture  have  been  met and  (ii) an  Opinion  of  Counsel  stating  that the
execution of such  amendment to this  Indenture,  the Note, or any  supplemental
indenture is  authorized  or permitted by this  Indenture.  The Trustee may, but
shall not be obligated to, enter into any  supplemental  indenture which affects
the  Trustee's  own  rights,  duties,  protections,


                                       70
<PAGE>

or immunities under this Indenture or otherwise.

     SECTION 9.03 Effect of Amendments and Supplemental Indentures.

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

     SECTION 9.04 Reference in Notes to Amendments and Supplemental Indentures.

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

     SECTION 9.05 Compliance with Trust Indenture Act.

     The Issuer hereby  covenants and agrees that every  amendment or supplement
to this Indenture or the Notes shall comply with the TIA as then in effect.

     SECTION 9.06 Revocation and Effect of Consents.

     Subject to this Indenture, each amendment,  waiver or instrument evidencing
other action  shall become  effective  in  accordance  with its terms.  Until an
amendment,  waiver or other  action  becomes  effective,  a  consent  to it by a
Noteholder  is a continuing  consent by the  Noteholder  even if notation of the
consent is not made on any Note.

     The Issuer may,  but shall not be  obligated  to, fix a record date for the
purpose of  determining  the  Noteholders  entitled to consent to any amendment,
supplement  or waiver.  If a record date is fixed,  then those  Persons who were
Noteholders  at such record date (or their duly  designated  proxies),  and only
those  Persons,  shall be entitled to consent to such  amendment,  supplement or
waiver or to revoke any consent  previously  given,  whether or not such Persons
continue to be  Noteholders  after such record date.  No such  consent  shall be
valid or effective for more than 90 days after such record date.


                                       71
<PAGE>

                                    ARTICLE X

                               REDEMPTION OF NOTES

     SECTION 10.01 Optional Redemption; Election to Redeem.

     (a) The Notes may be redeemed by the Issuer,  in whole but not in part,  at
the  Redemption  Price on any  Payment  Date on which the  Aggregate  Discounted
Contract Balance is less than 10% of the Initial Aggregate  Discounted  Contract
Balance.  The Issuer, by an Authorized Officer of the Managing Member, shall set
the Redemption  Date and the  Redemption  Record Date and give notice thereof to
the  Trustee.  Notice  of  redemption  having  been  given  as  provided  in the
Indenture,  the Notes shall, on the Redemption  Date,  become due and payable at
the Redemption  Price. The Noteholders shall be paid the Redemption Price by the
Trustee to the extent of Available  Funds on deposit in the Collection  Account,
and upon  presentation  and  surrender  of the Notes on  behalf  of the  Issuer;
provided,  however, that installments of principal and interest which are due on
or prior to the Redemption Date shall be payable to the  Noteholders  registered
as such on the relevant  Record Dates or Redemption  Record Date, as applicable,
according to their terms.

     (b) The Issuer,  by order of an Authorized  Officer of the Managing Member,
shall set the  Redemption  Date and the  Redemption  Record Date and give notice
thereof to the Trustee pursuant to Section 10.02.

     SECTION 10.02 Notice to Trustee.

     In the case of any redemption  pursuant to Section 10.01, the Issuer shall,
at least 20 days  prior to the  Redemption,  notify the  Trustee  and the Rating
Agencies  of the  Redemption  Date  and the  principal  amount  of  Notes  to be
redeemed.  The notice shall be accompanied by an Officer's  Certificate  stating
that the redemption complies with the provisions of this Indenture.

     SECTION 10.03 Notice of Redemption by the Issuer.

     Notice of  redemption  pursuant  to Section  10.01  shall be given by first
class mail,  postage prepaid,  mailed at least 15 days but not more than 60 days
prior to the  Redemption  Date,  to each holder of a Note, at its address in the
Note Register.

     All notices of redemption shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price;


                                       72
<PAGE>

          (3)  that on the Redemption Date, the Redemption Price will become due
               and payable upon each such Note,  and that  interest on such Note
               shall cease to accrue if payment is made on such date;

          (4)  the  private  placement  number or CUSIP  number,  if any, of the
               Notes;

          (5)  Corporate  Trust  Office  where Notes are to be  surrendered  for
               payment of the Redemption Price; and

          (6)  the Redemption Record Date.

     Notice of redemption of Notes shall be given by the Issuer,  by order of an
Authorized  Officer of the  Transferor,  or, at the  request of such  Authorized
Officer of the Managing Member, by the 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 a Note shall not impair or affect the  validity of the  redemption  of
any other Note. If a private  placement number or CUSIP number is listed in such
notice or printed on the Note,  the notice may state that no  representation  is
made as to the correctness or accuracy of such private placement number or CUSIP
number.

     SECTION 10.04 Deposit of the Redemption Price.

     On or before the Business Day  immediately  preceding the Redemption  Date,
the Issuer shall deposit with the Trustee an amount of monies  sufficient to pay
the Redemption  Price of all Notes  outstanding on the Redemption Date (less any
portion of such payment to be made from monies in the Collection Account).

     SECTION 10.05 Notes Payable on Redemption Date.

     Notice of  redemption  in full  having  been given as  provided  in Section
10.03,  the Notes shall, on the Redemption  Date,  become due and payable at the
Redemption  Price and on the Redemption Date (unless the Issuer shall default in
the payment of the  Redemption  Price) such Notes shall cease to bear  interest.
The Noteholders  shall be paid the Redemption  Price by the Trustee on behalf of
the Issuer; provided, however, that installments of principal and interest which
are due on or prior to the Redemption  Date shall be payable to the  Noteholders
registered as such on the relevant Record Dates according to their terms and the
provisions of Section 2.07. If the Holders of any Note called for  redemption in
full shall not be so paid upon  surrender,  the  principal  and interest  shall,
until paid, bear interest from the Redemption Date at the related Note Rate.


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<PAGE>

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

     SECTION 11.01 Satisfaction and Discharge of Indenture.

     (a) This  Indenture  shall cease to be of further  effect (except as to any
surviving rights herein expressly  provided for), and the Trustee,  on demand of
and  at  the  expense  of the  Issuer,  shall  execute  proper  instruments  and
certifications acknowledging satisfaction and discharge of this Indenture, when:

          (i) either:

               (A) all Notes theretofore authenticated and delivered (other than
          (x) Notes which have been  destroyed,  lost,  or stolen and which have
          been  replaced or paid as  provided in Section  2.05 and (y) 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
          8.03(c)) have been  irrevocably  paid and delivered to the Trustee for
          cancellation; or

               (B) the final  installments  of  principal  on all such Notes not
          theretofore delivered to the Trustee for cancellation:

                    (1) have become due and payable, or

                    (2) will  become due and  payable at their  Stated  Maturity
               Date within one year,

          and the  Issuer  has  deposited  or  caused to be  deposited  with the
          Trustee as trust funds in trust for the  purpose an amount  sufficient
          to pay  and  discharge  the  entire  indebtedness  on such  Notes  not
          theretofore  delivered to the Trustee for cancellation,  for principal
          and  interest to the date of such  deposit (in the case of Notes which
          have become due and payable) or to the Stated Maturity Date thereof;

          (ii) the Issuer  has paid or caused to be paid all other sums  payable
     hereunder by the Issuer for the benefit of the Noteholders; and

          (iii) the Issuer has delivered to the Trustee an Officer's Certificate
     of the  Managing  Member  stating  that  all  conditions  precedent  herein
     provided for relating to the  satisfaction  and discharge of this Indenture
     have been complied with.

At such time, the Trustee shall deliver to the Issuer or, upon Issuer Order, its
assignee,  all cash,  securities  and


                                       74
<PAGE>

other  property  held by it as part  of the  Trust  Property  other  than  funds
deposited with the Trustee  pursuant to Section  11.01(a)(i)(B)  for the payment
and discharge of the Notes and a
certificate from a Responsible Officer certifying the satisfaction and discharge
of this Indenture.

     (b) Notwithstanding  the satisfaction and discharge of this Indenture,  the
obligations of the Issuer under Sections 7.06 and 8.11, and, if money shall have
been  deposited  with  the  Trustee  pursuant  to  Section  11.01(a)(i)(B),  the
obligations  of the  Trustee  under  Section  11.02 and  Section  8.03(c)  shall
survive.

     SECTION 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.03(c),  all money deposited with the
Trustee  pursuant to Sections  11.01 and 8.03 shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment to the Persons  entitled thereto of the principal and interest for whose
payment such money has been deposited with the Trustee.

     SECTION 11.03 Reinstatement.

     If the  Trustee  is unable to apply any money in  accordance  with  Section
11.01 by reason of any legal proceeding or by reason of any order or judgment of
any  court  or  governmental  authority  enjoining,   restraining  or  otherwise
prohibiting such application,  the Issuer's obligations under this Indenture and
the Notes shall be revived  and  reinstated  as though no deposit  had  occurred
pursuant to Section  11.01 until such time as the Trustee is  permitted to apply
all such money in accordance with Section 11.01.

                            [SIGNATURE PAGE FOLLOWS]


                                       75
<PAGE>


                                                                       Indenture
                                                    Dated as of November 1, 2001

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


                                        DVI RECEIVABLES XVI, L.L.C.


                                        By: DVI Receivables Corp. VIII,
                                             its Managing Member


                                        By:
                                           -------------------------------------
                                        Name: Matthew E. Goldenberg
                                        Title: Vice President


                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                        Name: Eve D. Kaplan
                                        Title: Vice President


<PAGE>



                                   SCHEDULE 1

                                CONTRACT SCHEDULE

                                   [See Tab 4]

<PAGE>

                                   EXHIBIT A-1
                                  TO INDENTURE

                            [FORM OF CLASS A-1 NOTES]

     NO BENEFICIAL  OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THE CLASS A-1 NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND  HOLDING  OF THE  CLASS  A-1  NOTES  WILL  NOT  GIVE  RISE TO A
PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


No. 1                                            Principal Amount $62,000,000.00
Due: November 11, 2002                           CUSIP No.  23335GAA0

               2.220% ASSET-BACKED NOTE, SERIES 2001-2, CLASS A-1


                                     A-1-1
<PAGE>

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered  assigns,  the principal sum of SIXTY-TWO  MILLION AND 00/100 DOLLARS
($62,000,000.00)  in monthly  installments equal to the sum of (i) the Class A-1
Monthly  Principal,  (ii) the Class A-1  Overdue  Principal  and (iii) any other
principal  that  may  be  due  hereon  pursuant  to  the  Indenture   during  an
Amortization Event together with (i) the Class A-1 Monthly Interest and (ii) the
Class A-1 Overdue  Interest due thereon on the eleventh day of each month (or if
such date is not a Business Day, the next  succeeding  Business Day,  commencing
December  11, 2001 (each,  a "Payment  Date"),  and not later than  November 11,
2002, all remaining  principal and interest  (computed on the basis of a 360-day
year of actual number of days elapsed) are due and payable in their  entirety as
set forth in the Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date, or Redemption  Record Date, as applicable,
for such Payment Date, by wire transfer of  immediately  available  funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This  Note is one of a duly  authorized  issue  of Class  A-1  Notes of the
Issuer designated as its 2.220%  Asset-Backed  Notes,  Series 2001-2,  Class A-1
with  aggregate  principal  amount of  $62,000,000.00  and to be issued under an
Indenture, dated as of November 1, 2001 (herein called the "Indenture"), between
the Issuer and U.S. Bank Trust National  Association,  as trustee (herein called
the "Trustee",  which term includes any successor  trustee under the Indenture),
to which Indenture and all indentures  supplemental  thereto reference is hereby
made for a statement of the respective  rights,  limitations of rights,  duties,
and  immunities  thereunder of the Issuer,  the Trustee,  and the holders of the
Notes and of the terms upon which the Notes  are,  and are to be,  authenticated
and delivered.  The Trust Property secures the Notes equally and ratably without
prejudice, priority, or distinction between any Note of the same tranche and any
other Note of the same  tranche by reason of  difference  in time of issuance or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.

     Each  Class A-1  Noteholder  by  acceptance  of its Class A-1 Note (and any
Person  which is a  beneficial  owner of any  interest  in a Class A-1 Note,  by
virtue of such Persons'  acquisition of a beneficial interest therein) agrees to
treat the Class A-1 Notes (or  beneficial  interest  therein)  for  purposes  of
federal,  state and local income or franchise taxes and any other tax imposed on
or measured by income, as indebtedness. Each Class A-1 Noteholder agrees that it
will cause any Person  acquiring  an interest in a Class


                                     A-1-2
<PAGE>

A-1 Note  through it to  acknowledge  the Class A-1 Notes'  characterization  as
indebtedness  and to treat  the Class  A-1  Notes as  indebtedness  for such tax
purposes.

     Each  prospective  initial  Noteholder  acquiring  Class  A-1  Notes,  each
prospective  transferee  acquiring a Class A-1 Note, and each prospective  owner
(or  transferee  thereof) of a  beneficial  interest in a Class A-1 Note (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or indirectly  acquiring the Class A-1 Note on
behalf of, as  investment  manager of, as named  fiduciary of, as trustee of, or
with the assets of a Plan; or (2) the  acquisition  and holding of the Class A-1
Note will not give rise to a  prohibited  transaction  under  Section  406(a) of
ERISA or  Section  4975 of the  Code for  which a  statutory  or  administrative
exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and above,  the  transfer of this Class A-1 Note is  registrable  in the
Note  Register,  upon  surrender  of this  Class  A-1 Note for  registration  of
transfer  at the  office or agency  designated  by the  Issuer  pursuant  to the
Indenture,  duly endorsed by, or accompanied by a written instrument of transfer
in form  satisfactory to the Issuer and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Class A-1 Notes, of authorized denominations and for the same original aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior  to due  presentment  of this  Class  A-1 Note  for  registration  of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is  registered  as the owner hereof for
all  purposes,  whether or not this Class A-1 Note be  overdue,  and neither the
Issuer,  the  Trustee  nor any such  agent  shall be  affected  by notice to the
contrary.

     This Class A-1 Note and the Indenture may be amended or supplemented as set
forth in the Indenture.


                                     A-1-3
<PAGE>

     By accepting  this Class A-1 Note, the holder hereof  irrevocably  appoints
the Trustee under the Indenture as the special  attorney-in-fact  for the holder
vested  with full power on behalf of the holder to effect and enforce the rights
of such  holder  and the  provisions  of the  Indenture  for the  benefit of the
holder.  The  preceding  provision in no way shall limit the right of the holder
hereof to demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Class A-1 Note which are defined in the
Indenture and not otherwise  defined herein shall have the meanings  assigned to
them in the Indenture.

     As provided in the Indenture,  this Class A-1 Note and the Indenture  shall
be governed by, and construed in accordance  with,  the laws of the State of New
York, without regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Class A-1 Note shall not be  entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

     This  Class  A-1 Note does not  purport  to  summarize  the  Indenture  and
reference is made to the  Indenture for  information  with respect to interests,
rights,  benefits,  obligations,  proceeds and duties  evidenced  hereby and the
rights,  duties and  immunities of the Trustee.  Copies of the Indenture and all
amendments  thereto will be provided to any Noteholder,  at its expense,  upon a
written request to the Trustee, U.S. Bank Trust National Association,  180 Fifth
Street, St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]

                                     A-1-4
<PAGE>


     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                         DVI RECEIVABLES XVI, L.L.C.


                                         By:  DVI Receivables Corp. VIII,
                                                   its Managing Member


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


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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION,
 as Trustee


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

Name:
Title:


                                     A-1-5
<PAGE>


                                   EXHIBIT A-2
                                  TO INDENTURE

                            [FORM OF CLASS A-2 NOTES]

     NO BENEFICIAL  OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THE CLASS A-2 NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND  HOLDING  OF THE  CLASS  A-2  NOTES  WILL  NOT  GIVE  RISE TO A
PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


No. 1                                            Principal Amount $59,500,000.00
Due: December 11, 2003                           CUSIP No.  23335GAB8


                                     A-2-1
<PAGE>

               2.691% ASSET-BACKED NOTE, SERIES 2001-2, CLASS A-2

     DVI RECEIVABLES XVI, L.L.C.,  a limited  liability  company (the "Issuer"),
for value received,  hereby promises to pay to CEDE & CO. or registered assigns,
the  principal  sum of FIFTY- NINE  MILLION  FIVE  HUNDRED  THOUSAND  AND 00/100
DOLLARS  ($59,500,000.00)  in monthly  installments  equal to the sum of (i) the
Class A-2 Monthly Principal,  (ii) the Class A-2 Overdue Principal and (iii) any
other  principal  that may be due hereon  pursuant  to the  Indenture  during an
Amortization Event together with (i) the Class A-2 Monthly Interest and (ii) the
Class A-2 Overdue  Interest due thereon on the eleventh day of each month (or if
such date is not a Business Day, the next  succeeding  Business Day,  commencing
December  11, 2001 (each,  a "Payment  Date"),  and not later than  December 11,
2003, all remaining  principal and interest  (computed on the basis of a 360-day
year of twelve 30-day months) are due and payable in their entirety as set forth
in the Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date, or Redemption  Record Date, as applicable,
for such Payment Date, by wire transfer of  immediately  available  funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This  Note is one of a duly  authorized  issue  of Class  A-2  Notes of the
Issuer designated as its 2.691%  Asset-Backed  Notes,  Series 2001-2,  Class A-2
with  aggregate  principal  amount of  $59,500,000.00  and to be issued under an
Indenture, dated as of November 1, 2001 (herein called the "Indenture"), between
the Issuer and U.S. Bank Trust National  Association,  as trustee (herein called
the "Trustee",  which term includes any successor  trustee under the Indenture),
to which Indenture and all indentures  supplemental  thereto reference is hereby
made for a statement of the respective  rights,  limitations of rights,  duties,
and  immunities  thereunder of the Issuer,  the Trustee,  and the holders of the
Notes and of the terms upon which the Notes  are,  and are to be,  authenticated
and delivered.  The Trust Property secures the Notes equally and ratably without
prejudice, priority, or distinction between any Note of the same tranche and any
other Note of the same  tranche by reason of  difference  in time of issuance or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.

     Each  Class A-2  Noteholder  by  acceptance  of its Class A-2 Note (and any
Person  which is a  beneficial  owner of any  interest  in a Class A-2 Note,  by
virtue of such Persons'  acquisition of a beneficial interest therein) agrees to
treat the Class A-2 Notes (or  beneficial  interest  therein)  for  purposes  of
federal,


                                     A-2-2
<PAGE>

state  and local  income or  franchise  taxes  and any other tax  imposed  on or
measured by income,  as indebtedness.  Each Class A-2 Noteholder  agrees that it
will cause any Person  acquiring  an interest in a Class A-2 Note  through it to
acknowledge the Class A-2 Notes'  characterization  as indebtedness and to treat
the Class A-2 Notes as indebtedness for such tax purposes.

     Each  prospective  initial  Noteholder  acquiring  Class  A-2  Notes,  each
prospective  transferee  acquiring a Class A-2 Note, and each prospective  owner
(or  transferee  thereof) of a  beneficial  interest in a Class A-2 Note (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or indirectly acquiring the Class A-2 Notes on
behalf of, as investment manager of, as named fiduciary of or with the assets of
a Plan; or (2) the  acquisition and holding of the Class A-2 Notes will not give
rise to a nonexempt  prohibited  transaction  under  Section  406(a) of ERISA or
Section  4975 of the Code for which a statutory or  administrative  exemption is
unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and above,  the  transfer of this Class A-2 Note is  registrable  in the
Note  Register,  upon  surrender  of this  Class  A-2 Note for  registration  of
transfer  at the  office or agency  designated  by the  Issuer  pursuant  to the
Indenture,  duly endorsed by, or accompanied by a written instrument of transfer
in form  satisfactory to the Issuer and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Class A-2 Notes, of authorized denominations and for the same original aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior  to due  presentment  of this  Class  A-2 Note  for  registration  of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is  registered  as the owner hereof for
all  purposes,  whether or not this Class A-2 Note be  overdue,  and neither the
Issuer,  the  Trustee  nor any such  agent  shall be  affected  by notice to the
contrary.

     This Class A-2 Note and the Indenture may be amended or supplemented as set
forth in the


                                     A-2-3
<PAGE>

Indenture.

     By accepting  this Class A-2 Note, the holder hereof  irrevocably  appoints
the Trustee under the Indenture as the special  attorney-in-fact  for the holder
vested  with full power on behalf of the holder to effect and enforce the rights
of such  holder  and the  provisions  of the  Indenture  for the  benefit of the
holder.  The  preceding  provision in no way shall limit the right of the holder
hereof to demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Class A-2 Note which are defined in the
Indenture and not otherwise  defined herein shall have the meanings  assigned to
them in the Indenture.

     As provided in the Indenture,  this Class A-2 Note and the Indenture  shall
be governed by, and construed in accordance  with,  the laws of the State of New
York, without regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Class A-2 Note shall not be  entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

     This  Class  A-2 Note does not  purport  to  summarize  the  Indenture  and
reference is made to the  Indenture for  information  with respect to interests,
rights,  benefits,  obligations,  proceeds and duties  evidenced  hereby and the
rights,  duties and  immunities of the Trustee.  Copies of the Indenture and all
amendments  thereto will be provided to any Noteholder,  at its expense,  upon a
written request to the Trustee, U.S. Bank Trust National Association,  180 Fifth
Street, St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]


                                     A-2-4
<PAGE>

     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                              DVI RECEIVABLES XVI, L.L.C.


                                              By:  DVI Receivables Corp. VIII,
                                                        its Managing Member


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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ------------------------------------
           Authorized Signatory
Name:
Title:


                                     A-2-5
<PAGE>

                                   EXHIBIT A-3
                                  TO INDENTURE

                            [FORM OF CLASS A-3 NOTES]


     NO BENEFICIAL  OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THE CLASS A-3 NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND  HOLDING  OF THE  CLASS  A-3  NOTES  WILL  NOT  GIVE  RISE TO A
PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


No. 1                                           Principal Amount $122,000,000.00


                                     A-3-1
<PAGE>

Due: June 11, 2005                                          CUSIP No.  23335GAC6

               3.519% ASSET-BACKED NOTE, SERIES 2001-2, CLASS A-3

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered  assigns,  the  principal sum of ONE HUNDRED  TWENTY-TWO  MILLION AND
00/100 DOLLARS ($122,000,000.00) in monthly installments equal to the sum of (i)
the Class A-3 Monthly Principal,  (ii) the Class A-3 Overdue Principal and (iii)
any other principal that may be due hereon  pursuant to the Indenture  during an
Amortization Event together with (i) the Class A-3 Monthly Interest and (ii) the
Class A-3 Overdue  Interest  due thereon on the eleventh day of each month or if
such date is not a Business Day, the next  succeeding  Business Day,  commencing
December 11, 2001 (each,  a "Payment  Date"),  and not later than June 11, 2005,
all remaining principal and interest (computed on the basis of a 360-day year of
twelve 30-day  months) are due and payable in their entirety as set forth in the
Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date, or Redemption  Record Date, as applicable,
for such Payment Date, by wire transfer of  immediately  available  funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This  Note is one of a duly  authorized  issue  of Class  A-3  Notes of the
Issuer designated as its 3.519%  Asset-Backed  Notes,  Series 2001-2,  Class A-3
with aggregate  principal  amount of  $122,000,000.00  and to be issued under an
Indenture, dated as of November 1, 2001 (herein called the "Indenture"), between
the Issuer and U.S. Bank Trust National  Association,  as trustee (herein called
the "Trustee",  which term includes any successor  trustee under the Indenture),
to which Indenture and all indentures  supplemental  thereto reference is hereby
made for a statement of the respective  rights,  limitations of rights,  duties,
and  immunities  thereunder of the Issuer,  the Trustee,  and the holders of the
Notes and of the terms upon which the Notes  are,  and are to be,  authenticated
and delivered.  The Trust Property secures the Notes equally and ratably without
prejudice, priority, or distinction between any Note of the same tranche and any
other Note of the same  tranche by reason of  difference  in time of issuance or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.


                                     A-3-2
<PAGE>

     Each  Class A-3  Noteholder  by  acceptance  of its Class A-3 Note (and any
Person  which is a  beneficial  owner of any  interest  in a Class A-3 Note,  by
virtue of such Persons'  acquisition of a beneficial interest therein) agrees to
treat the Class A-3 Notes (or  beneficial  interest  therein)  for  purposes  of
federal,  state and local income or franchise taxes and any other tax imposed on
or measured by income, as indebtedness. Each Class A-3 Noteholder agrees that it
will cause any Person  acquiring  an interest in a Class A-3 Note  through it to
acknowledge the Class A-3 Notes'  characterization  as indebtedness and to treat
the Class A-3 Notes as indebtedness for such tax purposes.

     Each  prospective  initial  Noteholder  acquiring  Class  A-3  Notes,  each
prospective  transferee  acquiring a Class A-3 Note, and each prospective  owner
(or  transferee  thereof) of a  beneficial  interest in a Class A-3 Note (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or indirectly  acquiring the Class A-3 Note on
behalf of, as  investment  manager of, as named  fiduciary of, as trustee of, or
with the assets of a Plan; or (2) the  acquisition  and holding of the Class A-3
Note will not give rise to a  prohibited  transaction  under  Section  406(a) of
ERISA or  Section  4975 of the  Code for  which a  statutory  or  administrative
exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and above,  the  transfer of this Class A-3 Note is  registrable  in the
Note  Register,  upon  surrender  of this  Class  A-3 Note for  registration  of
transfer  at the  office or agency  designated  by the  Issuer  pursuant  to the
Indenture,  duly endorsed by, or accompanied by a written instrument of transfer
in form  satisfactory to the Issuer and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Class A-3 Notes, of authorized denominations and for the same original aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior  to due  presentment  of this  Class  A-3 Note  for  registration  of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is  registered  as the owner hereof for
all  purposes,  whether or not this Class A-3 Note be  overdue,  and neither the
Issuer,


                                     A-3-3
<PAGE>

the Trustee nor any such agent shall be affected by notice to the contrary.

     This Class A-3 Note and the Indenture may be amended or supplemented as set
forth in the Indenture.

     By accepting  this Class A-3 Note, the holder hereof  irrevocably  appoints
the Trustee under the Indenture as the special  attorney-in-fact  for the holder
vested  with full power on behalf of the holder to effect and enforce the rights
of such  holder  and the  provisions  of the  Indenture  for the  benefit of the
holder.  The  preceding  provision in no way shall limit the right of the holder
hereof to demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Class A-3 Note which are defined in the
Indenture and not otherwise  defined herein shall have the meanings  assigned to
them in the Indenture.

     As provided in the Indenture,  this Class A-3 Note and the Indenture  shall
be governed by, and construed in accordance  with,  the laws of the State of New
York, without regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Class A-3 Note shall not be  entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

     This  Class  A-3 Note does not  purport  to  summarize  the  Indenture  and
reference is made to the  Indenture for  information  with respect to interests,
rights,  benefits,  obligations,  proceeds and duties  evidenced  hereby and the
rights,  duties and  immunities of the Trustee.  Copies of the Indenture and all
amendments  thereto will be provided to any Noteholder,  at its expense,  upon a
written request to the Trustee, U.S. Bank Trust National Association,  180 Fifth
Street, St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]


                                     A-3-4
<PAGE>

     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                              DVI RECEIVABLES XVI, L.L.C.


                                              By:  DVI Receivables Corp. VIII,
                                                        its Managing Member


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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ---------------------------------------
           Authorized Signatory
Name:
Title:


                                     A-3-5
<PAGE>

                                   EXHIBIT A-4
                                  TO INDENTURE



                            [FORM OF CLASS A-4 NOTES]

     NO BENEFICIAL  OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THE CLASS A-4 NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER OR, AS NAMED
FIDUCIARY OF OR WITH THE ASSETS OF A PLAN; OR (2) THE ACQUISITION AND HOLDING OF
THE CLASS A-4 NOTES WILL NOT GIVE RISE TO A PROHIBITED TRANSACTION UNDER SECTION
406(a)  OF  ERISA  OR  SECTION  4975  OF THE  CODE  FOR  WHICH  A  STATUTORY  OR
ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


                                     A-4-1
<PAGE>

No. 1                                          Principal Amount $134,536,000.000
Due: November 11, 2009                         CUSIP No.  23335GAD4


               4.613% ASSET-BACKED NOTE, SERIES 2001-2, CLASS A-4

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered  assigns,  the principal sum of ONE HUNDRED  THIRTY-FOUR MILLION FIVE
HUNDRED  THIRTY-SIX  THOUSAND AND 00/100  DOLLARS  ($134,536,000.00)  in monthly
installments equal to the sum of (i) the Class A-4 Monthly  Principal,  (ii) the
Class A-4 Overdue Principal and (iii) any other principal that may be due hereon
pursuant to the Indenture  during an  Amortization  Event  together with (i) the
Class A-4 Monthly  Interest and (ii) the Class A-4 Overdue  Interest due thereon
on the  eleventh  day of each month or if such date is not a Business  Day,  the
next  succeeding  Business Day,  commencing  December 11, 2001 (each, a "Payment
Date"),  and not later than  November  11, 2009,  all  remaining  principal  and
interest  (computed on the basis of a 360-day year of twelve 30-day  months) are
due and payable in their entirety as set forth in the Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date, or Redemption  Record Date, as applicable,
for such Payment Date, by wire transfer of  immediately  available  funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This  Note is one of a duly  authorized  issue  of Class  A-4  Notes of the
Issuer designated as its 4.613%  Asset-Backed  Notes,  Series 2001-2,  Class A-4
with aggregate  principal  amount of  $134,536,000.00  and to be issued under an
Indenture, dated as of November 1, 2001 (herein called the "Indenture"), between
the Issuer and U.S. Bank Trust National  Association,  as trustee (herein called
the "Trustee",  which term includes any successor  trustee under the Indenture),
to which Indenture and all indentures  supplemental  thereto reference is hereby
made for a statement of the respective  rights,  limitations of rights,  duties,
and  immunities  thereunder of the Issuer,  the Trustee,  and the holders of the
Notes and of the terms upon which the Notes  are,  and are to be,  authenticated
and delivered.  The Trust Property secures the Notes equally and ratably without
prejudice, priority, or distinction between any Note of the same tranche and any
other Note of the same  tranche by reason of  difference  in time of issuance or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.


                                     A-4-2
<PAGE>

     Each  Class A-4  Noteholder  by  acceptance  of its Class A-4 Note (and any
Person  which is a  beneficial  owner of any  interest  in a Class A-4 Note,  by
virtue of such Persons'  acquisition of a beneficial interest therein) agrees to
treat the Class A-4 Notes (or  beneficial  interest  therein)  for  purposes  of
federal,  state and local income or franchise taxes and any other tax imposed on
or measured by income, as indebtedness. Each Class A-4 Noteholder agrees that it
will cause any Person  acquiring  an interest in a Class A-4 Note  through it to
acknowledge the Class A-4 Notes'  characterization  as indebtedness and to treat
the Class A-4 Notes as indebtedness for such tax purposes.

     Each  prospective  initial  Noteholder  acquiring  Class  A-4  Notes,  each
prospective  transferee  acquiring a Class A-4 Note, and each prospective  owner
(or  transferee  thereof) of a  beneficial  interest in a Class A-4 Note (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or indirectly acquiring the Class A-4 Notes on
behalf of, as investment manager of, as named fiduciary of or with the assets of
a Plan; or (2) the  acquisition and holding of the Class A-4 Notes will not give
rise to a prohibited  transaction  under Section 406(a) of ERISA or Section 4975
of the Code for which a statutory or administrative exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and above,  the  transfer of this Class A-4 Note is  registrable  in the
Note  Register,  upon  surrender  of this  Class  A-4 Note for  registration  of
transfer  at the  office or agency  designated  by the  Issuer  pursuant  to the
Indenture,  duly endorsed by, or accompanied by a written instrument of transfer
in form  satisfactory to the Issuer and the Trustee duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Class A-4 Notes, of authorized denominations and for the same original aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior  to due  presentment  of this  Class  A-4 Note  for  registration  of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is  registered  as the owner hereof for
all  purposes,  whether or not this Class A-4 Note be  overdue,  and neither the
Issuer,


                                     A-4-3
<PAGE>

the Trustee nor any such agent shall be affected by notice to the contrary.

     This Class A-4 Note and the Indenture may be amended or supplemented as set
forth in the Indenture.

     By accepting  this Class A-4 Note, the holder hereof  irrevocably  appoints
the Trustee under the Indenture as the special  attorney-in-fact  for the holder
vested  with full power on behalf of the holder to effect and enforce the rights
of such  holder  and the  provisions  of the  Indenture  for the  benefit of the
holder.  The  preceding  provision in no way shall limit the right of the holder
hereof to demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Class A-4 Note which are defined in the
Indenture and not otherwise  defined herein shall have the meanings  assigned to
them in the Indenture.

     As provided in the Indenture,  this Class A-4 Note and the Indenture  shall
be governed by, and construed in accordance  with,  the laws of the State of New
York, without regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Class A-4 Note shall not be  entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

     This  Class  A-4 Note does not  purport  to  summarize  the  Indenture  and
reference is made to the  Indenture for  information  with respect to interests,
rights,  benefits,  obligations,  proceeds and duties  evidenced  hereby and the
rights,  duties and  immunities of the Trustee.  Copies of the Indenture and all
amendments  thereto will be provided to any Noteholder,  at its expense,  upon a
written request to the Trustee, U.S. Bank Trust National Association,  180 Fifth
Street, St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]


                                     A-4-4
<PAGE>

     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                               DVI RECEIVABLES XVI, L.L.C.


                                               By:  DVI Receivables Corp. VIII,
                                                     its Managing Member


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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ----------------------------------
     Authorized Signatory
Name:
Title:


                                     A-4-5
<PAGE>

                                    EXHIBIT B
                                  TO INDENTURE



                             [FORM OF CLASS B NOTES]

     NO BENEFICIAL  OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING  THE CLASS B NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER  OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND HOLDING OF THE CLASS B NOTES WILL NOT GIVE RISE TO A PROHIBITED
TRANSACTION  UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


                                      B-1
<PAGE>

No. 1                                             Principal Amount $6,440,000.00
Due: November 11, 2009                            CUSIP No.  23335GAE2


                4.159% ASSET-BACKED NOTE, SERIES 2001-2, CLASS B

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered assigns, the principal sum of SIX MILLION FOUR HUNDRED FORTY THOUSAND
AND 00/100 DOLLARS  ($6,440,000.00) in monthly  installments equal to the sum of
(i) the Class B Monthly Principal,  (ii) the Class B Overdue Principal and (iii)
any other principal that may be due hereon  pursuant to the Indenture  during an
Amortization  Event together with (i) the Class B Monthly  Interest and (ii) the
Class B Overdue  Interest  due thereon on the  eleventh day of each month (or if
such date is not a Business Day, the next  succeeding  Business Day,  commencing
December  11, 2001 (each,  a "Payment  Date"),  and not later than  November 11,
2009, all remaining  principal and interest  (computed on the basis of a 360-day
year of twelve 30-day months) are due and payable in their entirety as set forth
in the Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date, or Redemption  Record Date, as applicable,
for such Payment Date, by wire transfer of  immediately  available  funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This Note is one of a duly authorized  issue of Class B Notes of the Issuer
designated  as its  4.159%  Asset-Backed  Notes,  Series  2001-2,  Class  B with
aggregate principal amount of $6,440,000.00 and to be issued under an Indenture,
dated as of November 1, 2001 (herein called the "Indenture"), between the Issuer
and U.S.  Bank  Trust  National  Association,  as  trustee  (herein  called  the
"Trustee",  which term includes any successor  trustee under the Indenture),  to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective  rights,  limitations of rights,  duties,  and
immunities  thereunder of the Issuer, the Trustee,  and the holders of the Notes
and of the terms  upon  which the Notes are,  and are to be,  authenticated  and
delivered.  The Trust  Property  secures the Notes  equally and ratably  without
prejudice,  priority,  or distinction between any Note of the same class and any
other  Note of the same class by reason of  difference  in time of  issuance  or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.


                                      B-2
<PAGE>

     Each Class B Noteholder  by  acceptance of its Class B Note (and any Person
which is a beneficial owner of any interest in a Class B Note, by virtue of such
Persons' acquisition of a beneficial interest therein) agrees to treat the Class
B Notes (or  beneficial  interest  therein) for  purposes of federal,  state and
local  income or  franchise  taxes and any other tax  imposed on or  measured by
income,  as indebtedness.  Each Class B Noteholder agrees that it will cause any
Person  acquiring  an interest in a Class B Note through it to  acknowledge  the
Class B Notes'  characterization as indebtedness and to agree to comply with the
Indenture  as to  treatment  of the Class B Notes as  indebtedness  for such tax
purpose.

     Each  prospective   initial  Noteholder   acquiring  Class  B  Notes,  each
prospective  transferee  acquiring the Class B Notes, and each prospective owner
(or  transferee  thereof)  of a  beneficial  interest  in Class B Notes  (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or  indirectly  acquiring the Class B Notes on
behalf of, as  investment  manager of, as named  fiduciary of, as trustee of, or
with the assets of a Plan;  or (2) the  acquisition  and  holding of the Class B
Notes will not give rise to a prohibited  transaction  under  Section  406(a) of
ERISA or  Section  4975 of the  Code for  which a  statutory  or  administrative
exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein  and  above,  the  transfer  of this  Note is  registrable  in the  Note
Register, upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Issuer and the Trustee duly  executed by, the holder hereof or his attorney duly
authorized  in  writing,  and  thereupon  one or more new Notes,  of  authorized
denominations  and for the same original  aggregate  principal  amount,  will be
issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due  presentment of this Note for  registration  of transfer,  the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be overdue,  and  neither  the  Issuer,  the
Trustee nor


                                      B-3
<PAGE>

any such agent shall be affected by notice to the contrary.

     This Note and the Indenture may be amended or  supplemented as set forth in
the Indenture.

     By accepting this Note, the holder hereof irrevocably  appoints the Trustee
under the Indenture as the special  attorney-in-fact  for the holder vested with
full  power on behalf of the  holder to effect  and  enforce  the rights of such
holder and the  provisions of the  Indenture for the benefit of the holder.  The
preceding  provision  in no way shall  limit the right of the  holder  hereof to
demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     As provided in the Indenture, this Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Note shall not be  entitled  to any  benefit
under the Indenture or be valid or obligatory for any purpose.

     This Class B Note does not purport to summarize the Indenture and reference
is made to the Indenture  for  information  with respect to  interests,  rights,
benefits,  obligations,  proceeds  and duties  evidenced  hereby and the rights,
duties and immunities of the Trustee. Copies of the Indenture and all amendments
thereto  will be  provided to any  Noteholder,  at its  expense,  upon a written
request to the Trustee, U.S. Bank Trust National Association,  180 Fifth Street,
St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]


                                      B-4
<PAGE>


     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                                DVI RECEIVABLES XVI, L.L.C.


                                                By:  DVI Receivables Corp. VIII,
                                                      its Managing Member





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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ------------------------------------
           Authorized Signatory
Name:
Title:


                                      B-5
<PAGE>

                                    EXHIBIT C
                                  TO INDENTURE



                             [FORM OF CLASS C NOTES]

     NO BENEFICIAL  OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING  THE CLASS C NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER  OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND HOLDING OF THE CLASS C NOTES WILL NOT GIVE RISE TO A PROHIBITED
TRANSACTION  UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


                                      C-1
<PAGE>

No. 1                                            Principal Amount $12,890,000.00
Due: November 11, 2009                           CUSIP No.  23335GAF9


                4.405% ASSET-BACKED NOTE, SERIES 2001-2, CLASS C

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered  assigns,  the principal sum of TWELVE  MILLION EIGHT HUNDRED  NINETY
THOUSAND AND 00/100 DOLLARS  ($12,890,000.00)  in monthly  installments equal to
the sum of (i) the Class C Monthly Principal, (ii) the Class C Overdue Principal
and (iii) any other  principal that may be due hereon  pursuant to the Indenture
during an Amortization  Event together with (i) the Class C Monthly Interest and
(ii) the Class C Overdue  Interest due thereon on the eleventh day of each month
(or if such  date is not a  Business  Day,  the next  succeeding  Business  Day,
commencing  December  11,  2001  (each,  a "Payment  Date"),  and not later than
November 11, 2009, all remaining  principal and interest  (computed on the basis
of a 360-day year of twelve 30-day months) are due and payable in their entirety
as set forth in the Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date, or Redemption  Record Date, as applicable,
for such Payment Date, by wire transfer of  immediately  available  funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This Note is one of a duly authorized  issue of Class C Notes of the Issuer
designated  as its  4.405%  Asset-Backed  Notes,  Series  2001-2,  Class  C with
aggregate  principal  amount  of  $12,890,000.00  and  to  be  issued  under  an
Indenture, dated as of November 1, 2001 (herein called the "Indenture"), between
the Issuer and U.S. Bank Trust National  Association,  as trustee (herein called
the "Trustee",  which term includes any successor  trustee under the Indenture),
to which Indenture and all indentures  supplemental  thereto reference is hereby
made for a statement of the respective  rights,  limitations of rights,  duties,
and  immunities  thereunder of the Issuer,  the Trustee,  and the holders of the
Notes and of the terms upon which the Notes  are,  and are to be,  authenticated
and delivered.  The Trust Property secures the Notes equally and ratably without
prejudice,  priority,  or distinction between any Note of the same class and any
other  Note of the same class by reason of  difference  in time of  issuance  or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.


                                      C-2
<PAGE>

     Each Class C Noteholder  by  acceptance of its Class C Note (and any Person
which is a beneficial owner of any interest in a Class C Note, by virtue of such
Persons' acquisition of a beneficial interest therein) agrees to treat the Class
C Notes (or  beneficial  interest  therein) for  purposes of federal,  state and
local  income or  franchise  taxes and any other tax  imposed on or  measured by
income,  as indebtedness.  Each Class C Noteholder agrees that it will cause any
Person  acquiring  an interest in a Class C Note through it to  acknowledge  the
Class C Notes'  characterization as indebtedness and to agree to comply with the
Indenture  as to  treatment  of the Class C Notes as  indebtedness  for such tax
purpose.

     Each  prospective   initial  Noteholder   acquiring  Class  C  Notes,  each
prospective  transferee  acquiring the Class C Notes, and each prospective owner
(or  transferee  thereof)  of a  beneficial  interest  in Class C Notes  (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or  indirectly  acquiring the Class C Notes on
behalf of, as  investment  manager of, as named  fiduciary of, as trustee of, or
with the assets of a Plan;  or (2) the  acquisition  and  holding of the Class C
Notes will not give rise to a prohibited  transaction  under  Section  406(a) of
ERISA or  Section  4975 of the  Code for  which a  statutory  or  administrative
exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein  and  above,  the  transfer  of this  Note is  registrable  in the  Note
Register, upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Issuer and the Trustee duly  executed by, the holder hereof or his attorney duly
authorized  in  writing,  and  thereupon  one or more new Notes,  of  authorized
denominations  and for the same original  aggregate  principal  amount,  will be
issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due  presentment of this Note for  registration  of transfer,  the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor


                                      C-3
<PAGE>

any such agent shall be affected by notice to the contrary.

     This Note and the Indenture may be amended or  supplemented as set forth in
the Indenture.

     By accepting this Note, the holder hereof irrevocably  appoints the Trustee
under the Indenture as the special  attorney-in-fact  for the holder vested with
full  power on behalf of the  holder to effect  and  enforce  the rights of such
holder and the  provisions of the  Indenture for the benefit of the holder.  The
preceding  provision  in no way shall  limit the right of the  holder  hereof to
demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     As provided in the Indenture, this Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Note shall not be  entitled  to any  benefit
under the Indenture or be valid or obligatory for any purpose.

     This Class C Note does not purport to summarize the Indenture and reference
is made to the Indenture  for  information  with respect to  interests,  rights,
benefits,  obligations,  proceeds  and duties  evidenced  hereby and the rights,
duties and immunities of the Trustee. Copies of the Indenture and all amendments
thereto  will be  provided to any  Noteholder,  at its  expense,  upon a written
request to the Trustee, U.S. Bank Trust National Association,  180 Fifth Street,
St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]


                                      C-4
<PAGE>

     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                        DVI RECEIVABLES XVI, L.L.C.


                                        By:  DVI Receivables Corp. VIII,
                                                  its Managing Member


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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ---------------------------------
      Authorized Signatory
Name:
Title:


                                      C-5
<PAGE>


                                    EXHIBIT D
                                  TO INDENTURE

                             [FORM OF CLASS D NOTES]

NO  BENEFICIAL  OWNERS OF THIS NOTE  SHALL BE  ENTITLED  TO  RECEIVE  PAYMENT OF
PRINCIPAL  OR INTEREST  HEREON  UNLESS THE  REQUIRED  NOTES HAVE BEEN  DELIVERED
PURSUANT TO THE TERMS OF THE INDENTURE.

     NEITHER  THIS  NOTE  NOR ANY  INTEREST  HEREIN  MAY BE  OFFERED,  SOLD,  OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING  THE CLASS C NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER  OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND HOLDING OF THE CLASS C NOTES WILL NOT GIVE RISE TO A PROHIBITED
TRANSACTION  UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.


                                      D-1
<PAGE>

No. 1                                             Principal Amount $8,590,000.00
Due: November 11, 2009                            CUSIP No.  23335GAG7

                4.748% ASSET-BACKED NOTE, SERIES 2001-2, CLASS D

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered  assigns,  the  principal  sum of EIGHT  MILLION FIVE HUNDRED  NINETY
THOUSAND AND 00/100 DOLLARS ($8,590,000.00) in monthly installments equal to the
sum of (i) the Class D Monthly Principal, (ii) the Class D Overdue Principal and
(iii) any other  principal  that may be due  hereon  pursuant  to the  Indenture
during an Amortization  Event together with (i) the Class D Monthly Interest and
(ii) the Class D Overdue  Interest due thereon on the eleventh day of each month
(or if such  date is not a  Business  Day,  the next  succeeding  Business  Day,
commencing  December  11,  2001  (each,  a "Payment  Date"),  and not later than
November 11, 2009, all remaining  principal and interest  (computed on the basis
of a 360-day year of twelve 30-day months) are due and payable in their entirety
as set forth in the Indenture.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date or Redemption Date, as applicable, for such
Payment Date, by wire transfer of immediately available funds to the account and
number specified in the Note Register on such Record Date for such Person or, if
no such account or number is so specified, then by check mailed to such Person's
address as it appears  in the Note  Register  on such  Record  Date.  The holder
hereof shall surrender this Note at the principal  Corporate Trust Office of the
Trustee for the final installment of principal of this Note.

     This Note is one of a duly authorized  issue of Class D Notes of the Issuer
designated  as its  4.748%  Asset-Backed  Notes,  Series  2001-2,  Class  D with
aggregate  principal amount of $8,590,000.00 and to be issued under an Indenture
dated as of November 1, 2001 (herein called the "Indenture"), between the Issuer
and U.S.  Bank  Trust  National  Association,  as  trustee  (herein  called  the
"Trustee",  which term includes any successor  trustee under the Indenture),  to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective  rights,  limitations of rights,  duties,  and
immunities  thereunder of the Issuer, the Trustee,  and the holders of the Notes
and of the terms  upon  which the Notes are,  and are to be,  authenticated  and
delivered.  The Trust  Property  secures the Notes  equally and ratably  without
prejudice,  priority,  or distinction between any Note of the same class and any
other  Note of the same class by reason of  difference  in time of  issuance  or
otherwise,  and also  secures the payment of certain  other  amounts and certain
other  obligations as set forth in the Indenture.  This Note is issued under and
is subject to the terms,  provisions and  conditions of the Indenture,  to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.


                                      D-2
<PAGE>

     Each Class D Noteholder  by  acceptance of its Class D Note (and any Person
that is a beneficial  owner of any interest in a Class D Note, by virtue of such
Person's acquisition of a beneficial interest therein) agrees to treat the Class
D Notes for purposes of federal,  state and local income or franchise  taxes and
any other tax imposed on or measured by income,  as  indebtedness.  Each Class D
Noteholder agrees that it will cause any Person acquiring an interest in a Class
D Note  through  it to  acknowledge  the  Class  D  Notes'  characterization  as
indebtedness  and to agree to comply with the  Indenture  as to treatment of the
Class D Notes as indebtedness for such tax purposes.

     Each  prospective   initial  Noteholder   acquiring  Class  D  Notes,  each
prospective  transferee  acquiring the Class D Notes, and each prospective owner
(or  transferee  thereof)  of a  beneficial  interest  in Class D Notes  (each a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or  indirectly  acquiring the Class D Notes on
behalf of, as  investment  manager of, as named  fiduciary of, as trustee of, or
with the assets of a Plan;  or (2) the  acquisition  and  holding of the Class D
Notes will not give rise to a prohibited  transaction  under  Section  406(a) of
ERISA or  Section  4975 of the  Code for  which a  statutory  or  administrative
exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein  and  above,  the  transfer  of this  Note is  registrable  in the  Note
Register, upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Issuer and the Trustee duly  executed by, the holder hereof or his attorney duly
authorized  in  writing,  and  thereupon  one or more new Notes,  of  authorized
denominations  and for the same original  aggregate  principal  amount,  will be
issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any such  registration of
transfer or exchange,  but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due  presentment of this Note for  registration  of transfer,  the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be overdue,  and  neither  the  Issuer,  the
Trustee nor


                                      D-3
<PAGE>

any such agent shall be affected by notice to the contrary.

     This Note and the Indenture may be amended or  supplemented as set forth in
the Indenture.

     By accepting this Note, the holder hereof irrevocably  appoints the Trustee
under the Indenture as the special  attorney-in-fact  for the holder vested with
full  power on behalf of the  holder to effect  and  enforce  the rights of such
holder and the  provisions of the  Indenture for the benefit of the holder.  The
preceding  provision  in no way shall  limit the right of the  holder  hereof to
demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     As provided in the Indenture, this Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Note shall not be  entitled  to any  benefit
under the Indenture or be valid or obligatory for any purpose.

     This Class D Note does not purport to summarize the Indenture and reference
is made to the Indenture  for  information  with respect to  interests,  rights,
benefits,  obligations,  proceeds  and duties  evidenced  hereby and the rights,
duties and immunities of the Trustee. Copies of the Indenture and all amendments
thereto  will be  provided to any  Noteholder,  at its  expense,  upon a written
request to the Trustee, U.S. Bank Trust National Association,  180 Fifth Street,
St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]

                                      D-4
<PAGE>

     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                           DVI RECEIVABLES XVI, L.L.C.


                                           By:  DVI Receivables Corp. VIII,
                                                     its Managing Member


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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ---------------------------------
     Authorized Signatory
Name:
Title:


                                      D-5
<PAGE>

                                    EXHIBIT E
                                  TO INDENTURE



                             [FORM OF CLASS E NOTES]

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

     BY ACCEPTANCE OF THIS NOTE, THE HOLDER AND ANY  BENEFICIAL  OWNER AGREES TO
TREAT THIS NOTE AS INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES.

     THIS NOTE HAS NOT BEEN  REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933,  AS AMENDED (THE "ACT") OR THE  SECURITIES  LAW OF ANY STATE.  ANY RESALE,
TRANSFER  OR  OTHER  DISPOSITION  OF THIS  NOTE  WITHOUT  SUCH  REGISTRATION  OR
QUALIFICATION  MAY BE MADE ONLY IN A  TRANSACTION  WHICH DOES NOT  REQUIRE  SUCH
REGISTRATION OR  QUALIFICATION  AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
2.04 OF THE INDENTURE REFERRED TO HEREIN\.

     BY ITS ACCEPTANCE  HEREOF, THE HOLDER AND ANY BENEFICIAL OWNER IS DEEMED TO
HAVE  REPRESENTED  TO THE ISSUER,  THE TRUSTEE,  THE SERVICER AND ANY  SUCCESSOR
SERVICER  THAT EITHER (1) IT IS NOT A PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA OR SECTION 4975 OF THE CODE  ("PLAN") AND IT IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING  THE CLASS E NOTES ON BEHALF OF, AS  INVESTMENT  MANAGER  OF, AS NAMED
FIDUCIARY  OF,  AS  TRUSTEE  OF,  OR  WITH  THE  ASSETS  OF A  PLAN;  OR (2) THE
ACQUISITION  AND HOLDING OF THE CLASS E NOTES WILL NOT GIVE RISE TO A PROHIBITED
TRANSACTION  UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.

THIS CLASS E NOTE MAY NOT BE SOLD,  ASSIGNED,  PLEDGED OR OTHERWISE  TRANSFERRED
UNLESS (i) SUCH  TRANSFEREE  IS A "UNITED  STATES  PERSON" AS DEFINED IN SECTION
7701(a)(30)  OF THE  CODE;  (ii) (A) SUCH  TRANSFEREE  IS NOT A


                                      E-1
<PAGE>

GRANTOR TRUST, PARTNERSHIP OR S CORPORATION FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES OR (B) SUCH TRANSFEREE IS A GRANTOR TRUST, PARTNERSHIP OR S CORPORATION
FOR UNITED STATES FEDERAL  INCOME TAX PURPOSES,  BUT AFTER GIVING EFFECT TO SUCH
TRANSFER OF CLASS E NOTES TO SUCH TRANSFEREE,  SUBSTANTIALLY ALL OF THE VALUE OF
THE  INTEREST  OF AN  OWNER  OF THE  TRANSFEREE  IN THE  TRANSFEREE  WILL NOT BE
ATTRIBUTABLE  TO THE  PASS-THROUGH  ENTITY'S  OWNERSHIP  INTEREST IN  SECURITIES
ISSUED BY THE ISSUER  OTHER THAN THE CLASS A, CLASS B, CLASS C AND CLASS D NOTES
AND  (ii)  FOR THE  PURPOSES  OF  SECTION  7704  OF THE  CODE  AND THE  TREASURY
REGULATIONS PROMULGATED THEREUNDER,  AFTER SUCH TRANSFER THE ISSUER WOULD NOT BE
TREATED AS HAVING MORE THAN 100 PARTNERS.


                                      E-2
<PAGE>

No. 1                                            Principal Amount $10,740,000.00
Due: November 11, 2009                           CUSIP No.  23335GAH5


                7.672% ASSET-BACKED NOTE, SERIES 2001-2, CLASS E

     DVI RECEIVABLES  XVI, L.L.C.,  a Delaware  limited  liability  company (the
"Issuer"),  for  value  received,  hereby  promises  to  pay to  CEDE  & CO.  or
registered  assigns,  the  principal  sum of TEN  MILLION  SEVEN  HUNDRED  FORTY
THOUSAND AND 00/100 DOLLARS  ($10,740,000.00)  in monthly  installments equal to
the sum of (i) the Class E Monthly Principal, (ii) the Class E Overdue Principal
and (iii) any other  principal that may be due hereon  pursuant to the Indenture
during an Amortization  Event together with (i) the Class E Monthly Interest and
(ii) the Class E Overdue  Interest due thereon on the eleventh day of each month
(or if such  date is not a  Business  Day,  the next  succeeding  Business  Day,
commencing  December  11,  2001  (each,  a "Payment  Date"),  and not later than
November 11, 2009, all remaining  principal and interest  (computed on the basis
of a 360-day year of twelve 30-day months) are due and payable in their entirety
as set forth in the Indenture.

     THE  RIGHTS TO  RECEIVE  PAYMENTS  WITH  RESPECT  TO THIS  CLASS E NOTE ARE
SUBORDINATE TO THE PRIOR PAYMENT IN FULL ON EACH PAYMENT DATE OF CERTAIN AMOUNTS
DUE AND PAYABLE ON THE CLASS A NOTES,  THE CLASS B NOTES,  THE CLASS C NOTES AND
THE CLASS D NOTES AS PROVIDED IN THE INDENTURE.

     Payments  of  principal  and  interest  on this Note  shall be made on each
Payment Date in such coin or currency of the United States of America as at such
time is legal  tender for payment of public and  private  debts to the Person in
whose name this Note (or one or more  Predecessor  Notes) is  registered  at the
close of business on the Record Date or Redemption Date, as applicable, for such
Payment Date,  which shall be the last  Business Day of the month  preceding the
month in which the Payment  Date  occurs (or in the case of the initial  Payment
Date, the Closing Date), by wire transfer of immediately  available funds to the
account and number  specified in the Note  Register on such Record Date for such
Person or, if no such account or number is so specified, then by check mailed to
such  Person's  address as it appears in the Note  Register on such Record Date.
The holder hereof shall  surrender  this Note at the principal  Corporate  Trust
Office of the Trustee for the final installment of principal of this Note.

     This Note is one of a duly authorized  issue of Class E Notes of the Issuer
designated  as its  7.672%  Asset-Backed  Notes,  Series  2001-2,  Class  E with
aggregate principal amount of $10,740,000.00 and to be issued under an Indenture
dated as of November 1, 2001 (herein called the "Indenture"), between the Issuer
and U.S.  Bank  Trust  National  Association,  as  trustee  (herein  called  the
"Trustee",  which term includes any successor  trustee under the Indenture),  to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective  rights,  limitations of rights,  duties,  and
immunities  thereunder of the Issuer, the Trustee,  and the holders of the Notes
and of the terms  upon  which the Notes are,  and are to be,  authenticated  and
delivered. The Trust Property secures the Notes equally and


                                      E-3
<PAGE>

ratably without prejudice, priority, or distinction between any Note of the same
class and any other  Note of the same class by reason of  difference  in time of
issuance or otherwise, and also secures the payment of certain other amounts and
certain other  obligations  as set forth in the  Indenture.  This Note is issued
under and is subject to the terms,  provisions  and conditions of the Indenture,
to which  Indenture the Holder of this Note by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

     The Issuer,  the Trustee and each Class E Noteholder  by  acceptance of its
Class E Note (and any Person  that is a  beneficial  owner of any  interest in a
Class E Note, by virtue of such Person's  acquisition  of a beneficial  interest
therein)  agrees to treat the Class E Notes for  purposes of federal,  state and
local  income or  franchise  taxes (and any other tax  imposed on or measured by
income) as indebtedness.  Each Class E Noteholder  agrees that it will cause any
Person  acquiring  an interest in a Class E Note through it to  acknowledge  the
Class E Notes' characterization as indebtedness and to agree to comply with this
Indenture  as to  treatment  of the Class E Notes as  indebtedness  for such tax
purposes.

     Each  prospective  initial  Noteholder  acquiring  Notes,  each prospective
transferee  acquiring  the  Class  E  Notes,  and  each  prospective  owner  (or
transferee  thereof)  of  a  beneficial  interest  in  Class  E  Notes  (each  a
"Prospective  Owner") will be deemed to have represented by such purchase to the
Issuer, the Trustee,  the Servicer and any successor Servicer that either (1) it
is not a plan within the meaning of Section 3(3) of ERISA or Section 4975 of the
Code ("Plan") and is not directly or  indirectly  acquiring the Class E Notes on
behalf of, as  investment  manager of, as named  fiduciary of, as trustee of, or
with the assets of a Plan;  or (2) the  acquisition  and  holding of the Class E
Notes will not give rise to a prohibited  transaction  under  Section  406(a) of
ERISA or  Section  4975 of the  Code for  which a  statutory  or  administrative
exemption is unavailable.

     If an Indenture Event of Default or  Amortization  Event shall occur and be
continuing, the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein  and  above,  the  transfer  of this  Note is  registrable  in the  Note
Register, upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture,  duly endorsed by,
or accompanied by a written  instrument of transfer in form  satisfactory to the
Issuer and the Trustee duly  executed by, the holder hereof or his attorney duly
authorized  in  writing,  and  thereupon  one or more new Notes,  of  authorized
denominations  and for the same original  aggregate  principal  amount,  will be
issued to the designated transferee or transferees.

     The Notes may be redeemed by the Issuer,  in whole but not in part,  at the
redemption  price set forth in the  Indenture  on any Payment  Date on which the
Aggregate  Discounted Contract Balance is less than 10% of the Initial Aggregate
Discounted Contract Balance in the manner provided in the Indenture.

     The  Notes  are  issuable  only  in  registered  form  without  coupons  in
denominations  as provided in the Indenture  and subject to certain  limitations
therein set forth. No service charge shall be made for any


                                      E-4
<PAGE>

such registration of transfer or exchange, but the Issuer may require payment of
a sum  sufficient  to cover  any tax or other  governmental  charge  payable  in
connection therewith.

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

     This Note and the Indenture may be amended or  supplemented as set forth in
the Indenture.

     By accepting this Note, the holder hereof irrevocably  appoints the Trustee
under the Indenture as the special  attorney-in-fact  for the holder vested with
full  power on behalf of the  holder to effect  and  enforce  the rights of such
holder and the  provisions of the  Indenture for the benefit of the holder.  The
preceding  provision  in no way shall  limit the right of the  holder  hereof to
demand payment hereunder or bring an action to enforce payment hereof.

     All capitalized  terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     As provided in the Indenture, this Note and the Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to the conflict of laws principles thereof.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Note shall not be  entitled  to any  benefit
under the Indenture or be valid or obligatory for any purpose.

     This Class E Note does not purport to summarize the Indenture and reference
is made to the Indenture  for  information  with respect to  interests,  rights,
benefits,  obligations,  proceeds  and duties  evidenced  hereby and the rights,
duties and immunities of the Trustee. Copies of the Indenture and all amendments
thereto  will be  provided to any  Noteholder,  at its  expense,  upon a written
request to the Trustee, U.S. Bank Trust National Association,  180 Fifth Street,
St. Paul, Minnesota 55101, Attention: Structured Finance.


                            [Signature page follows]


                                      E-5
<PAGE>

     IN WITNESS WHEREOF,  DVI RECEIVABLES XVI, L.L.C. has caused this instrument
to be duly executed.


                                           DVI RECEIVABLES XVI, L.L.C.


                                           By:  DVI Receivables Corp. VIII,
                                                     its Managing Member


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

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

This is one of the Notes
referred to in the within
mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   ------------------------------------
      Authorized Signatory
Name:
Title:


                                      E-6
<PAGE>

                                    EXHIBIT F
                                  TO INDENTURE




               [FORM OF CLASS F INSTRUMENT TO BE PROVIDED WITH ANY
          SUPPLEMENT PURSUANT TO WHICH CLASS F INSTRUMENTS ARE ISSUED]


                                      F-1
<PAGE>


                                    EXHIBIT G
                                  TO INDENTURE


                                INVESTMENT LETTER

                                                                          , 200
                                                           ---------------     -

DVI Receivables XVI, L.L.C.
2500 York Road
Jamison, Pennsylvania  18929

U.S. Bank Trust National Association
180 Fifth Street
St. Paul, Minnesota  55101


    Re:       $      % Asset-Backed Notes, Series 2001-2, Class
              CUSIP Number
              --------------------------------------------------

Ladies and Gentlemen:

     ___________________________    (the    "Seller")    intends   to   transfer
$_____________  in  aggregate   principal  amount  of  the  captioned  Notes  to
_____________________ (the "Purchaser").

     1. In connection with such transfer, and in accordance with Section 2.04 of
the Indenture,  dated as of November 1, 2001 (the  "Indenture";  all capitalized
terms used herein without  definition  shall have the meanings  ascribed to such
terms in the Indenture),  between DVI Receivables XVI, L.L.C. (the "Issuer") and
U.S. Bank Trust National Association,  not in its individual capacity but solely
as Trustee (the "Trustee"),  pursuant to which the Notes were issued, the Seller
hereby  certifies  to you the  following  facts:  Neither  the Seller nor anyone
acting on its  behalf  has  offered,  transferred,  pledged,  sold or  otherwise
disposed of the Notes,  any interest in the Notes or any other similar  security
to,  or  solicited  any  offer to buy or  accept  a  transfer,  pledge  or other
disposition  of the  Notes,  any  interest  in the  Notes or any  other  similar
security with,  any person in any manner,  or made any general  solicitation  by
means of general  advertising or in any other manner,  or taken any other action
which would  constitute a distribution  of the Notes under the Securities Act of
1933,  as amended (the "1933 Act"),  or under state  securities  laws,  or which
would render the  disposition  of the Notes a violation of Section 5 of the 1933
Act or  applicable  state  securities  laws  or  require  registration  pursuant
thereto.


                                      G-1
<PAGE>

     2. The  Purchaser  warrants and  represents  to, and  covenants  with,  the
Trustee pursuant to Section 2.04 of the Indenture that:

          (a) The Purchaser  agrees to be bound,  as  Noteholder,  by all of the
     terms,  covenants and  conditions of the Indenture and the Notes,  and from
     and after the date hereof, the Purchaser assumes for the benefit of each of
     the Trustee and the Seller all of the Seller's  obligations  as  Noteholder
     thereunder;

          (b) The  Purchaser  understands  that the Notes  have not been and may
     never be registered under the 1933 Act or the securities laws of any state;

          (c) The  Purchaser is acquiring the Notes for  investment  for its own
     account or the account of another qualified institutional buyer (within the
     meaning of Rule 144A under the 1933 Act) only and not for any other  person
     or with a view to the  distribution  thereof  in  violation  of  applicable
     securities laws;

          (d)  The  Purchaser  considers  itself  a  substantial,  sophisticated
     institutional  investor  having such  knowledge and experience in financial
     and business  matters that it is capable of evaluating the merits and risks
     of investment in the Notes;

          (e) The Purchaser has been  furnished with all  information  regarding
     the Notes that it has requested from the Seller or the Trustee and has been
     afforded the opportunity to ask all questions it reasonably  desires to ask
     of the Seller (and all such questions have been answered to the Purchaser's
     satisfaction);

          (f) Neither the Purchaser nor anyone acting on its behalf has offered,
     transferred, pledged, sold or otherwise disposed of the Notes, any interest
     in the Notes or any other  similar  security to, or solicited  any offer to
     buy or accept a transfer,  pledge or other  disposition  of the Notes,  any
     interest in the Notes or any other  similar  security  from,  or  otherwise
     approached  or  negotiated  with respect to the Notes,  any interest in the
     Notes or any other similar security with, any person in any manner, or made
     any general  solicitation  by means of general  advertising or in any other
     manner,  or taken any other action which would constitute a distribution of
     the Notes under the 1933 Act or applicable  state  securities laws or which
     would render the  disposition  of the Notes a violation of Section 5 of the
     1933  Act or  applicable  state  securities  laws or  require  registration
     pursuant  thereto,  nor  will it  act,  nor  has it  authorized  or will it
     authorize any person to act, in such manner with respect to the Notes; and

          (g) The  Purchaser  will  strictly  comply  with the  Indenture  as to
     treatment of the Class ___ Notes as indebtedness of the Seller for purposes
     of federal,  state and local  income or  franchise  taxes and any other tax
     imposed on or measured by income.


                                      G-2
<PAGE>

     3. The Purchaser  represents and warrants to the Issuer,  the Trustee,  the
Servicer and any successor  Servicer that either (1) it is not a plan within the
meaning of Section 3(3) of ERISA or Section 4975 of the Code ("Plan") and is not
directly or indirectly  acquiring this Note on behalf of, as investment  manager
of, as named  fiduciary  of, as trustee of, or with the assets of a Plan; or (2)
the  acquisition  and  holding  of this Note will not give rise to a  prohibited
transaction  under Section 406(a) of ERISA or section 4975 of the Code for which
a statutory or administrative exemption is unavailable.

     4. The Purchaser  understands and agrees with the Seller that the Seller is
transferring  the Notes  pursuant to the exemption from  registration  under the
1933 Act provided by Rule 144A thereunder ("Rule 144A") and the Purchaser hereby
represents  and warrants to the Seller and the Trustee  that the  Purchaser is a
"qualified institutional buyer" as defined in Rule 144A.

     5. The  Purchaser  acknowledges  that it is  familiar  with  Rule  144A and
understand that you are and will continue to rely on the statements made herein.

     6. [With respect to any Class E Note,  the  Purchaser  agrees that it shall
not,  and the  Purchaser  agrees  that it will  cause  any  person  to  which it
transfers an interest in any such Class E Note to agree not to, transfer,  sell,
pledge,  assign or otherwise grant a security interest in any Note to any Person
which is not a United States person within the meaning of Section 7701(a)(30) of
the Code,  and shall not transfer,  sell,  pledge,  assign or otherwise  grant a
security  interest  in any such Note  unless it obtains  from such  Person a Tax
Certificate in substantially the form attached to the Indenture. With respect to
any Class E Note,  the  Purchaser  hereby  certifies  that it is not a  pension,
profit  sharing or employee  benefit plan or other tax exempt entity and that it
is a United  States  person  within the  meaning of Section  7701(a)(30)  of the
Code].

     7. The Purchaser  agrees to treat the Notes, and agrees to cause any person
to whom it transfers any interest in any Note to agree to treat, for purposes of
federal, state and local income or franchise taxes (and any other tax imposed on
or measured by income) as indebtedness.

     8. This  Certification  may be executed in one or more  counterparts and by
the different  parties hereto on separate  counterparts,  each of which, when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Investment  Letter to be
executed by their duly authorized officers as of the date first above written.

--------------------------                        ------------------------------
Seller                                            Purchaser


                                      G-3
<PAGE>


By:                                           By:
   -----------------------                       -------------------------------

Its:                                          Its:
    ----------------------                        ------------------------------

Taxpayer Identification                       Taxpayer Identification

No.                                           No.
   -----------------                             -------------------------------


                                      G-4
<PAGE>


                                    EXHIBIT H





                                   [Reserved.]


                                       H-1

<PAGE>

                                    EXHIBIT I

                                 TAX CERTIFICATE

                         [With respect to Class E Notes]

     The undersigned  hereby  certifies and represents as follows to the parties
listed in the Indenture to which this certification  relates with respect to the
Class E Notes described therein:

     This Tax  Certificate  ("certificate")  is delivered in connection with the
acquisition  of,  transfer  to or  possession  by the  undersigned,  whether  as
beneficial  owner  (the  "Beneficial  Owner"),  or  nominee  on  behalf  of  the
beneficial owner of the above-described Class E Notes.

     Each  Holder  must  complete  Part I, Part II (if the holder is a nominee),
Part III, Part IV and in all cases sign and otherwise complete this certificate.
Each  Holder  shall  submit with this  certificate  an IRS Form W-9 (or any such
successor form) to such Holder.

Part I

     1.   _______________   (Name  of   beneficial   owner)  is  not  a  foreign
          corporation,  foreign partnership, foreign trust or foreign estate (as
          those terms are defined in the Code and Treasury Regulations);

     2.   The beneficial  owner's office address and place of incorporation  (if
          applicable) is _______________; and

     3.   The  beneficial  owner's  U.S.  employer   identification   number  is
          _______________.

Part II - Nominees

     If the undersigned is the nominee for the Beneficial Owner, the undersigned
certifies  that this  certificate  has been made in  reliance  upon  information
contained in:

     ____ an IRS Form W-9

     ____ a form such as this or substantially similar

provided to the  undersigned  by an appropriate  person and (i) the  undersigned
agrees to notify the  Trustee at least  thirty  (30) days prior to the date that
the form relied upon becomes  obsolete,  and (ii) in connection with a change in
beneficial owners, the undersigned agrees to submit a new Tax Certificate to the
Trustee


                                      I-1
<PAGE>

promptly after such change.

Part III - Declaration

     The undersigned,  as the Beneficial  Owner or a nominee thereof,  agrees to
notify the Trustee within sixty (60) days of the date that the Beneficial  Owner
becomes a foreign person. The undersigned  understands that this certificate may
be  disclosed  to the  Internal  Revenue  Service by the  Trustee  and any false
statement contained therein could be punishable by fines, imprisonment or both.

Part IV - Representation

     The undersigned hereby represents, warrants and agrees that it:

     (1) (a) is purchasing  the Class E Note for its own account and is the sole
beneficial owner of such Note;

          (b) either (i) is not, for federal income tax purposes, a partnership,
trust,  estate or "S Corporation" (as defined in the Code) (each a "Pass-through
Entity") or (ii) is for federal income tax purposes,  a Pass-through Entity, but
after  giving  effect to our  purchase  of such Note less than 50 percent of the
aggregate value of our assets would consist of Class E Notes; and

          (c)  such  Note  has not  been  transferred  through  an  "established
securities market" within the meaning of Section 7704(b) of the Code;

     (2) if it is a  Pass-through  Entity,  it covenants that the portion of its
assets  consisting  of Class E Notes will remain  below 50 percent at all times;
and

     (3) if it resells or  transfers  any of the Class E Notes,  it will  obtain
from each  subsequent  purchaser  or  transferee  a letter  containing  the same
representations and agreements as set forth herein.

     The  undersigned  understands and agrees that no initial or subsequent sale
or other transfer of a Class E Note may be made unless such sale or transfer (i)
is accompanied  by delivery of a tax statement in the form of this letter,  (ii)
is made to a "United  States  Person" as defined in Section  7701(a)(30)  of the
code, as certified in such tax statement, and (iii) will not cause the Issuer to
be treated as a publicly traded partnership for United States federal income tax
purposes.  Any attempted  transfer,  assignment,  conveyance,  participation  or
subdivision  in  contravention  of the  preceding  restrictions,  as  reasonably
determined by the Trustee, shall be void ab initio and the purported transferor,
seller or  subdivider  of such Class E Note shall  continue to be treated as the
Holder of such Note for all purposes of the Indenture.


                                      I-2
<PAGE>

     IN WITNESS  WHEREOF,  the  undersigned  has caused this  certificate  to be
executed by its duly authorized officer as of the date first above written.

                                             -----------------------------------
                                             Purchaser

                                             By:
                                                --------------------------------
                                             Its:
                                                 -------------------------------


                                      I-3


<PAGE>
                                   APPENDIX I

     The following  definition of terms used in the  Contribution  and Servicing
Agreement,  the  Indenture,  the Subsequent  Contract  Transfer  Agreement,  any
Placement  Agency  Agreement,  any Note Purchase  Agreement and the Underwriting
Agreement (each such agreement as defined herein),  unless the context otherwise
requires,  shall have the following  meanings and such meanings shall be equally
applicable to both the singular and plural forms of such terms:

     Act: means,  with respect to any Noteholder,  as defined in Section 1.04(a)
of the Indenture.

     Affiliate:  means,  of any  specified  Person,  any other  Person (i) which
directly or  indirectly  controls,  or whose  directors or officers  directly or
indirectly  control,  or is controlled by, or is under common control with, such
specified Person,  (ii) which  beneficially owns or holds, or whose directors or
officers  beneficially  own or hold, 5% or more of any class of the voting stock
(or,  in the  case of an  entity  that is not a  corporation,  5% of the  equity
interest) of such specified Person, or (iii) 5% or more of the voting stock (or,
in the case of an entity that is not a corporation,  5% of the equity  interest)
of which is owned or held by such specified  Person.  The term "control" as used
in the preceding sentence means the possession,  directly or indirectly,  of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether  through the ownership of voting  securities,  by contract,  or
otherwise.

     Aggregate  Discounted Contract Balance:  means, with respect to any date of
determination, the sum of the Discounted Contract Balances of all Contracts.

     Aggregate Note Balance: means the sum of (i) the Note Balance for the Class
A Notes, (ii) the Note Balance for the Class B Notes, (iii) the Note Balance for
the Class C Notes,  (iv) the Note  Balance  for the Class D Notes,  (v) the Note
Balance  for the  Class E Notes  and  (iv)  the  Note  Balance  for the  Class F
Instrument, if any.

     Amortization  Event:  means  the  occurrence  of any  one of the  following
events:

     (i) the entry by a court having jurisdiction in the premises of(A) a decree
     or order for relief in  respect of DVI,  Inc.  in an  involuntary,  case or
     proceeding under any applicable  federal or state  bankruptcy,  insolvency,
     reorganization,  or other  similar  law or (B) a decree or order  adjudging
     DVI,  Inc. a bankrupt  or  insolvent,  or  approving  as  properly  filed a
     petition servicing reorganization,  arrangement, adjustment, or composition
     of or in respect of DVI, Inc. under any applicable federal or state law, or
     appointing   a  custodian,   receiver,   liquidator,   assignee,   trustee,
     sequestrator,  or other similar official of DVI, Inc. or of any substantial
     part of its  property,  or ordering  the winding up or  liquidation  of its
     affairs,  and the continuance of any such decree or order for relief or any
     such  other  decree  or order  unstayed  and in  effect  for a period of 90
     consecutive days; or

     (ii) the commencement by DVI, Inc. of a voluntary, case or proceeding under
     any applicable federal or state bankruptcy, insolvency,  reorganization, or
     other


<PAGE>

     similar law or of any other case or proceeding to be adjudicated a bankrupt
     or insolvent,  or the consent by it to the entry,  of a decree or order for
     relief in respect of DVI, Inc. in an involuntary  case or proceeding  under
     any applicable federal or state bankruptcy, insolvency,  reorganization, or
     other similar law or to the  commencement  of any  bankruptcy or insolvency
     case or proceeding  against it, or the filing by it of a petition or answer
     or consent seeking reorganization or relief under any applicable federal or
     state law,  or the  consent by it to the filing of such  petition or to the
     appointment of or taking possession by a custodian,  receiver,  liquidator,
     assignee, trustee, sequestrator, or similar official of DVI, Inc. or of any
     substantial part of its property,  or the making by it of an assignment for
     the  benefit  of  creditors,  or  DVI,  Inc.'s  failure  to pay  its  debts
     generally,  as they become due, or the taking of  corporate  action by DVI,
     Inc. in furtherance of any such action; or

     (iii) on and as of any Determination  Date, (x) the quotient of (1) the sum
     of the Discounted Contract Balances of all Contracts listed as more than 90
     days  delinquent  as of the last  day of the  three  immediately  preceding
     calendar  months,  divided by (2) three exceeds (y) the product of (1) 0.08
     and (2) the quotient  of(A) the sum of the  Aggregate  Discounted  Contract
     Balance as of the last day of the three  immediately  preceding  Collection
     Periods, divided by, (B) three; or

     (iv) as of any Determination  Date, the sum of Discounted Contract Balances
     of all Contracts that have been classified as Defaulted Contracts since the
     Closing  Date  (such   Discounted   Contract   Balances  to  be  determined
     immediately prior to the  classification  as a Defaulted  Contract) exceeds
     the product of (1) 0.06 and (2) the Aggregate  Discounted  Contract Balance
     on the Closing Date.

     Authorized  Officer:  means, with respect to any matter,  any officer of or
other Person  representing  the Issuer,  the Transferor,  the  Contributor,  the
Servicer,  the  Trustee,  any  Noteholder,  any  Instrumentholder  or such other
Person, as the case may be, who is authorized to act for that party.

     Available  Funds:  means,  with respect to each Payment Date, the excess of
(i) all amounts on deposit in the Collection  Account on the second Business Day
preceding such Payment Date over (ii) any portion thereof representing  Contract
Payments due, or voluntary prepayments deposited therein,  subsequent to the end
of the related Collection Period.

     Available  Reserve  Account  Funds:  has the  meaning  set forth in Section
3.04(c) of the Indenture.

     Balloon  Payment:  means,  with respect to any Contract,  a final  Contract
Payment that is significantly  larger than the other scheduled  payments related
to such Contract.

     Book-Entry Custodian:  means, the Person appointed pursuant to the terms of
the  Indenture to act in  accordance  with a certain  Letter of  Representations
agreement  such  Person  has with DTC,  in which  DTC  delegates  its  duties to
maintain  the  Book-Entry  Notes to such  Person and  authorizes  such Person to
perform such duties.


<PAGE>

     Book-Entry Note(s):  means each Note for so long as such Note is registered
in the name of its  depository or its nominee in  accordance  with the terms and
conditions of the Indenture.

     Broker Agreement Rights: means any rights held by DVI under any purchase or
assignment  agreement by and between DVI and a third party broker or  originator
relating to the  purchase by DVI of any lease or loan  originated  by such third
party.

     Business  Day:  means any day other than a  Saturday,  a Sunday or a day on
which  banking  institutions  in New  York  City  or in the  city in  which  the
Corporate Trust Office is located are authorized or required by law or executive
order to close.

     Capital Stock: means the Transferor's common stock, $1.00 par value.

     Class A Distribution Sub-Account:  means the sub-account or sub-accounts by
that name  established and maintained by the Trustee pursuant to Section 3.01 of
the Indenture.

     Class A Monthly Interest: means, for any Payment Date, the sum of the Class
A-1  Monthly  Interest,  the Class A-2 Monthly  Interest,  the Class A-3 Monthly
Interest and the Class A-4 Monthly Interest.

     Class A Monthly Principal:  means for any Payment Date the sum of the Class
A-1 Monthly Principal,  the Class A-2 Monthly  Principal,  the Class A-3 Monthly
Principal  and the Class A-4 Monthly  Principal  due or payable on that  Payment
Date.

     Class A Note  Balance:  means,  as of the Closing  Date,  $378,036,000  and
thereafter  shall equal the Class A Note  Balance as of the Closing Date reduced
by all principal payments on all of the Class A Notes.

     Class A Noteholder:  means, at any time, any Person in whose name a Class A
Note is registered in the Note Register.

     Class A Notes:  means any Class A-1 Note, Class A-2 Note, Class A-3 Note or
Class A-4 Note described in Article II of, and authorized by, and  authenticated
and delivered under, the Indenture.

     Class A Overdue Interest:  means, for any Payment Date, the excess, if any,
of (a) the  aggregate  amount of Class A Monthly  Interest  payable on all prior
Payment  Dates over (b) the  aggregate  amount of interest  actually paid to the
Class A Noteholders on all prior Payment Dates.

     Class A Overdue  Principal:  means, as of any Payment Date, the excess,  if
any, of (a) the aggregate amount of Class A Monthly Principal due on the Class A
Notes on all prior  Payment  Dates over (b) the  aggregate  amount of  principal
actually paid to the Class A Noteholders on all prior Payment Dates.


<PAGE>

     Class A Percentage:  means a fraction the numerator of which is the Class A
Note  Balance on the closing  date and the  denominator  of which is the Initial
Aggregate Discounted Contract Balance.

     Class A-1 Monthly Interest: means, for any Payment Date (except the Initial
Payment  Date),  the product of (i) the  fraction of which the  numerator is the
actual number of days elapsed  during the related month and the  denominator  of
which is 360 days and (ii) the  Class A-1 Note Rate and (iii) the Class A-1 Note
Balance on the  immediately  preceding  Payment  Date (or,  with  respect to the
Initial  Payment  Date,  the Closing  Date) after giving effect to all principal
payments  on the Class A-1 Notes on such  Payment  Date.  The Class A-1  Monthly
Interest, with respect to each Payment Date, shall accrue from and including the
prior Payment Date to but excluding  such Payment Date,  and with respect to the
Initial  Payment  Date,  shall accrue from and including the Closing Date to but
excluding such Initial Payment Date.

     Class A-1 Monthly  Principal:  means (A) with  respect to each Payment Date
other than the Class A-1 Stated Maturity Date,  until the Class A-1 Note Balance
has been  reduced  to zero,  an amount  equal to the  product of (a) the Class A
Percentage and (b) Monthly Principal;  provided, however, that in no event shall
the Class A-1 Monthly  Principal  due on any  Payment  Date exceed the Class A-1
Note Balance as of such  Payment  Date and (B) on the Class A-1 Stated  Maturity
Date, the entire amount of the then-Outstanding Note Balance.

     Class A-1 Note  Balance:  means,  as of the Closing Date,  $62,000,000  and
thereafter shall equal the Class A-1 Note Balance as of the Closing Date reduced
by all principal payments on all of the Class A-1 Notes.

     Class A-1 Note Rate:  means two and  220/1000  percent  (2.220%)  per annum
based upon the actual number of days elapsed.

     Class A-1 Noteholder:  means, at any time, any Person in whose name a Class
A-1 Note is registered in the Note Register.

     Class A-1 Notes:  means any Class A-1 Notes described in Article II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class A-1 Overdue  Interest:  means,  for any Payment Date, the excess,  if
any, of (a) the aggregate  amount of Class A-1 Monthly  Interest  payable on all
prior Payment Dates over (b) the aggregate  amount of interest  actually paid to
the Class A-1 Noteholders on all prior Payment Dates.

     Class A-1 Overdue Principal:  means, as of any Payment Date, the excess, if
any, of (a) the aggregate amount of Class A-1 Monthly Principal due on the Class
A-1 Notes on all prior Payment Dates over (b) the aggregate  amount of principal
actually paid to the Class A-1 Noteholders on all prior Payment Dates.

     Class A-1  Stated  Maturity  Date:  means the  Payment  Date  occurring  on
November 11, 2002.


<PAGE>

     Class A-2 Monthly Interest: means, for any Payment Date (except the Initial
Payment Date), the product of (i) one-twelfth,  (ii) the Class A-2 Note Rate and
(iii) the Class A-2 Note Balance on the immediately  preceding Payment Date (or,
in the case of the Initial  Payment Date,  the Closing Date) after giving effect
to all principal payments on the Class A-2 Notes on such Payment Date. The Class
A-2 Monthly  Interest  shall be calculated on a twelve month year of thirty days
in each month,  except for the Initial  Payment Date,  for which  interest shall
accrue from the Closing Date to but excluding such Initial Payment Date.

     Class A-2 Monthly Principal: means (A) prior to the Payment Date upon which
the Class A-1 Note Balance is paid in full, zero, (B) on each Payment Date after
the Class A-1 Note Balance has been reduced to zero and until the Class A-2 Note
Balance has been reduced to zero,  the product of (x) the Class A Percentage and
(y) Monthly  Principal;  provided  however,  that in no case shall the Class A-2
Monthly Principal due on any Payment Date exceed the Class A-2 Note Balance, and
(C) on the  Class  A-2  Stated  Maturity  Date,  the  entire  amount of the then
outstanding Class A-2 Note Balance.

     Class A-2 Note  Balance:  means,  as of the Closing Date,  $59,500,000  and
thereafter shall equal the Class A-2 Note Balance as of the Closing Date reduced
by all principal payments on all of the Class A-2 Notes.

     Class A-2 Note Rate:  means two and  691/1000  percent  (2.691%)  per annum
based upon thirty days elapsed each month in a twelve-month year.

     Class A-2 Noteholder:  means, at any time, any Person in whose name a Class
A-2 Note is registered in the Note Register.

     Class A-2 Notes:  means any Class A-2 Notes described in Article II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class A-2 Overdue  Interest:  means,  for any Payment Date, the excess,  if
any, of (a) the aggregate  amount of Class A-2 Monthly  Interest  payable on all
prior Payment Dates over (b) the aggregate  amount of interest  actually paid to
the Class A-2 Noteholders on all prior Payment Dates.

     Class A-2 Overdue Principal:  means, as of any Payment Date, the excess, if
any, of (a) the aggregate amount of Class A-2 Monthly Principal due on the Class
A-2 Notes on all prior Payment Dates over (b) the aggregate  amount of principal
actually paid to the Class A-2 Noteholders on all prior Payment Dates.

     Class A-2  Stated  Maturity  Date:  means the  Payment  Date  occurring  on
December 11, 2003.

     Class A-3 Monthly Interest: means, for any Payment Date (except the Initial
Payment Date), the product of (i) one-twelfth,  (ii) the Class A-3 Note Rate and
(iii) the Class A-3 Note Balance on the immediately  preceding Payment Date (or,
in the case of the Initial  Payment Date,  the Closing Date) after giving effect
to all principal payments on the Class A-3 Notes on such Payment Date. The Class
A-3  Monthly  Interest  shall be  calculated  based upon a twelve


<PAGE>

month year of thirty days in each month,  except for the Initial  Payment  Date,
for which  interest  shall  accrue from the Closing Date to but  excluding  such
Initial Payment Date.

     Class A-3 Monthly Principal: means (A) prior to the Payment Date upon which
the Class A-2 Note Balance is paid in full, zero, (B) on each Payment Date after
the Class A-2 Note Balance has been reduced to zero and until the Class A-3 Note
Balance has been reduced to zero,  the product of (x) the Class A Percentage and
(y) Monthly  Principal;  provided  however,  that in no case shall the Class A-3
Monthly Principal due on any Payment Date exceed the Class A-3 Note Balance, and
(C) on the  Class  A-3  Stated  Maturity  Date,  the  entire  amount of the then
outstanding Class A-3 Note Balance.

     Class A-3 Note Balance:  means,  as of the Closing Date,  $122,000,000  and
thereafter shall equal the Class A-3 Note Balance as of the Closing Date reduced
by all principal payments on all of the Class A-3 Notes.

     Class A-3 Note Rate:  means three and 519/1000  percent  (3.519%) per annum
based upon thirty days elapsed each month in a twelve-month year.

     Class A-3 Noteholder: means, at any time, any, Person in whose name a Class
A-3 Note is registered in the Note Register.

     Class A-3 Notes:  means any Class A-3 Notes described in Article II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class A-3 Overdue  Interest:  means,  for any Payment Date, the excess,  if
any, of (a) the aggregate  amount of Class A-3 Monthly  Interest  payable on all
prior Payment Dates over (b) the aggregate  amount of interest  actually paid to
the Class A-3 Noteholders on all prior Payment Dates.

     Class A-3 Overdue Principal:  means, as of any Payment Date, the excess, if
any, of (a) the aggregate amount of Class A-3 Monthly Principal due on the Class
A-3 Notes on all prior Payment Dates over (b) the aggregate  amount of principal
actually paid to the Class A-3 Noteholders on all prior Payment Dates.

     Class A-3 Stated  Maturity  Date:  means the Payment Date occurring on July
11, 2005.

     Class A-4 Monthly Interest: means, for any Payment Date (except the Initial
Payment Date), the product of (i) one-twelfth,  (ii) the Class A-4 Note Rate and
(iii) the Class A-4 Note Balance on the immediately  preceding Payment Date (or,
in the case of the Initial  Payment Date,  the Closing Date) after giving effect
to all principal payments on the Class A-4 Notes on such Payment Date. The Class
A-4  Monthly  Interest  shall be  calculated  based upon a twelve  month year of
thirty  days in each  month,  except for the  Initial  Payment  Date,  for which
interest  shall  accrue  from the Closing  Date to but  excluding  such  Initial
Payment Date.

     Class A-4 Monthly Principal: means (A) prior to the Payment Date upon which
the Class A-3 Note Balance is paid in full, zero, (B) on each Payment Date after
the Class A-3


<PAGE>

Note  Balance has been  reduced to zero and until the Class A-4 Note Balance has
been reduced to zero,  the product of (x) the Class A Percentage and (y) Monthly
Principal;  provided  however,  that in no case  shall  the  Class  A-4  Monthly
Principal due on any Payment Date exceed the Class A-4 Note Balance,  and (C) on
the Class A-4 Stated  Maturity Date,  the entire amount of the then  outstanding
Class A-4 Note Balance.

     Class A-4 Note Balance:  means,  as of the Closing Date,  $134,536,000  and
thereafter shall equal the Class A-4 Note Balance as of the Closing Date reduced
by all principal payments on all of the Class A-4 Notes.

     Class A-4 Note Rate:  means four and  613/1000  percent  (4.613%) per annum
based upon thirty days elapsed each month in a twelve-month year.

     Class A-4 Noteholder:  means, at any time, any Person in whose name a Class
A-4 Note is registered in the Note Register.

     Class A-4 Notes:  means any Class A-4 Notes described in Article II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class A-4 Overdue  Interest:  means,  for any Payment Date, the excess,  if
any, of (a) the aggregate  amount of Class A-4 Monthly  Interest  payable on all
prior Payment Dates over (b) the aggregate  amount of interest  actually paid to
the Class A-4 Noteholders on all prior Payment Dates.

     Class A-4 Overdue Principal:  means, as of any Payment Date, the excess, if
any, of (a) the aggregate amount of Class A-4 Monthly Principal due on the Class
A-4 Notes on all prior Payment Dates over (b) the aggregate  amount of principal
actually paid to the Class A-4 Noteholders on all prior Payment Dates.

     Class A-4  Stated  Maturity  Date:  means the  Payment  Date  occurring  on
November 11, 2009.

     Class B Distribution Sub-Account:  means the sub-account or sub-accounts by
that name  established and maintained by the Trustee pursuant to Section 3.01 of
the Indenture.

     Class B Monthly  Interest:  means, for any Payment Date (except the Initial
Payment Date),  the product of (i)  one-twelfth,  (ii) the Class B Note Rate and
(iii) the Class B Note Balance on the immediately preceding Payment Date (or, in
the case of the Initial  Payment Date,  the Closing Date) after giving effect to
all principal  payments on the Class B Notes on such Payment  Date.  The Class B
Monthly  Interest  shall be calculated  based upon a twelve month year of thirty
days in each month,  except for the Initial  Payment  Date,  for which  interest
shall accrue from the Closing Date to but excluding such Initial Payment Date.

     Class B Monthly  Principal:  means (A) on any  Payment  Date other than the
Class B Stated  Maturity Date, the product of (x) the Class B Percentage and (y)
Monthly  Principal,  and (B) on the Class B Stated  Maturity  Date,  the  entire
amount of the then outstanding Class B Note Balance.


<PAGE>

     Class  B Note  Balance:  means,  as of the  Closing  Date,  $6,440,000  and
thereafter  shall equal the Class B Note  Balance as of the Closing Date reduced
by all principal payments on the Class B Notes.

     Class B Note Rate: means four and 159/1000 percent (4.159%) per annum based
upon thirty days elapsed each month in a twelve-month year.

     Class B Noteholder:  means, at any time, any Person in whose name a Class B
Note is registered in the Note Register.

     Class B Notes:  means any Class B Notes  described  in  Article  II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class B Overdue Interest:  means, for any Payment Date, the excess, if any,
of (a) the  aggregate  amount of Class B Monthly  Interest  payable on all prior
Payment  Dates over (b) the  aggregate  amount of interest  actually paid to the
Class B Noteholders on all prior Payment Dates.

     Class B Overdue  Principal:  means, as of any Payment Date, the excess,  if
any, of (a) the aggregate amount of Class B Monthly Principal due on the Class B
Notes on all prior  Payment  Dates over (b) the  aggregate  amount of  principal
actually paid to the Class B Noteholders on all prior Payment Dates.

     Class B Percentage:  means a fraction the numerator of which is the Class B
Note  Balance on the closing  date and the  denominator  of which is the Initial
Aggregate Discounted Contract Balance.

     Class B Stated Maturity Date:  means the Payment Date occurring on November
11, 2009.

     Class C Distribution Sub-Account:  means the sub-account or sub-accounts by
that name  established and maintained by the Trustee pursuant to Section 3.01 of
the Indenture.

     Class C Monthly  Interest:  means, for any Payment Date (except the Initial
Payment Date),  the product of (i)  one-twelfth,  (ii) the Class C Note Rate and
(iii) the Class C Note Balance on the immediately preceding Payment Date (or, in
the case of the Initial  Payment Date,  the Closing Date) after giving effect to
all  principal  payments on the Class C Note on such Payment  Date.  The Class C
Monthly  Interest  shall be calculated  based upon a twelve month year of thirty
days in each month,  except for the Initial  Payment  Date,  for which  interest
shall accrue from the Closing Date to but excluding such Initial Payment Date.

     Class C Monthly  Principal:  means,  (A) on any Payment Date other than the
Class C Stated  Maturity Date, an amount equal to the product of (x) the Class C
Percentage and (y) the Monthly  Principal and (B) on the Class C Stated Maturity
Date, the entire amount of the then outstanding Class C Note Balance.

     Class C Noteholder:  means, at any time, any Person in whose name a Class C
Note is registered in the Note Register.

<PAGE>

     Class C Note  Balance:  means,  as of the  Closing  Date,  $12,890,000  and
thereafter  shall equal the Class C Note  Balance as of the Closing Date reduced
by all principal payments on the Class C Notes.

     Class C Note Rate: means four and 405/1000 percent (4.405%) per annum based
upon thirty days elapsed each month in a twelve-month year.

     Class C Notes:  means any Class C Notes  described  in  Article  II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class C Overdue Interest:  means, for any Payment Date, the excess, if any,
of (a) the  aggregate  amount of Class C Monthly  Interest  payable on all prior
Payment  Dates over (b) the  aggregate  amount of interest  actually paid to the
Class C Noteholders on all prior Payment Dates.

     Class C Overdue  Principal:  means, as of any Payment Date, the excess,  if
any, of (a) the aggregate amount of Class C Monthly Principal due on the Class C
Notes on all prior  Payment  Dates over (b) the  aggregate  amount of  principal
actually paid to the Class C Noteholders on all prior Payment Dates.

     Class C Percentage:  means a fraction the numerator of which is the Class C
Note  Balance on the closing  date and the  denominator  of which is the Initial
Aggregate Discounted Contract Balance.

     Class C Stated Maturity Date:  means the Payment Date occurring on November
11, 2009.

     Class D Distribution Sub-Account:  means the sub-account or sub-accounts by
that name  established and maintained by the Trustee pursuant to Section 3.01 of
the Indenture.

     Class D Monthly  Interest:  means, for any Payment Date (except the Initial
Payment Date),  the product of (i)  one-twelfth,  (ii) the Class D Note Rate and
(iii) the Class D Note Balance on the immediately preceding Payment Date (or, in
the case of the Initial  Payment Date,  the Closing Date) after giving effect to
all principal  payments on the Class D Notes on such Payment  Date.  The Class D
Monthly  Interest  shall be calculated  based upon a twelve month year of thirty
days in each month,  except for the Initial  Payment  Date,  for which  interest
shall accrue from the Closing Date to but excluding such Initial Payment Date.

     Class D Monthly  Principal:  means (A) on any  Payment  Date other than the
Class D Stated  Maturity Date, the product of (x) the Class D Percentage and (y)
Monthly  Principal,  and (B) on the Class D Stated  Maturity  Date,  the  entire
amount of the then outstanding Class D Note Balance.

     Class  D Note  Balance:  means,  as of the  Closing  Date,  $8,590,000  and
thereafter  shall equal the Class D Note  Balance as of the Closing Date reduced
by all principal payments on the Class D Notes.


<PAGE>

     Class D Note Rate: means four and 748/1000 percent (4.748%) per annum based
upon thirty days elapsed each month in a twelve-month year.

     Class D Noteholder:  means at any time,  any Person in whose name a Class D
Note is registered in the Note Register.

     Class D Notes:  means any Class D Notes  described  in  Article  II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class D Overdue Interest:  means, for any Payment Date, the excess, if any,
of (a) the  aggregate  amount of Class D Monthly  Interest  payable on all prior
Payment  Dates over (b) the  aggregate  amount of interest  actually paid to the
Class D Noteholders on all prior Payment Dates.

     Class D Overdue  Principal:  means, as of any Payment Date, the excess,  if
any, of (a) the aggregate amount of Class D Monthly Principal due on the Class D
Notes on all prior  Payment  Dates over (b) the  aggregate  amount of  principal
actually paid to the Class D Noteholders on all prior Payment Dates.

     Class D Percentage:  means a fraction the numerator of which is the Class D
Note  Balance on the closing  date and the  denominator  of which is the Initial
Aggregate Discounted Contract Balance.

     Class D Stated Maturity Date:  means the Payment Date occurring on November
11, 2009.

     Class E Distribution Sub-Account:  means the sub-account or sub-accounts by
that name  established and maintained by the Trustee pursuant to Section 3.01 of
the Indenture.

     Class E Monthly  Interest:  means, for any Payment Date (except the Initial
Payment Date),  the product of (i)  one-twelfth,  (ii) the Class E Note Rate and
(iii) the Class E Note Balance on the immediately preceding Payment Date (or, in
the case of the Initial  Payment Date,  the Closing Date) after giving effect to
all  principal  payments on the Class E Note on such Payment  Date.  The Class E
Monthly  Interest  shall be calculated  based upon a twelve month year of thirty
days in each month,  except for the Initial  Payment  Date,  for which  interest
shall accrue from the Closing Date to but excluding such Initial Payment Date.

     Class E Monthly  Principal:  means,  (A) on any Payment Date other than the
Class E Stated  Maturity Date, an amount equal to the product of (x) the Class E
Percentage and (y) the Monthly  Principal and (B) on the Class E Stated Maturity
Date, the entire amount of the then outstanding Class E Note Balance.

     Class E Noteholder:  means at any time,  any Person in whose name a Class E
Note is registered in the Note Register.

     Class E Note  Balance:  means,  as of the  Closing  Date,  $10,740,000  and
thereafter  shall equal the Class E Note  Balance as of the Closing Date reduced
by all principal payments on the Class E Notes.


<PAGE>

     Class E Note Rate:  means seven and  672/1000  percent  (7.672%)  per annum
based upon thirty days elapsed each month in a twelve-month year.

     Class E Notes:  means any Class E Notes  described  in  Article  II of, and
authorized by, and authenticated and delivered under, the Indenture.

     Class E Overdue Interest:  means, for any Payment Date, the excess, if any,
of (a) the  aggregate  amount of Class E Monthly  Interest  payable on all prior
Payment  Dates over (b) the  aggregate  amount of interest  actually paid to the
Class E Noteholders on all prior Payment Dates.

     Class E Overdue  Principal:  means, as of any Payment Date, the excess,  if
any, of (a) the aggregate amount of Class E Monthly Principal due on the Class E
Notes on all prior  Payment  Dates over (b) the  aggregate  amount of  principal
actually paid to the Class E Noteholders on all prior Payment Dates.

     Class E Percentage:  means a fraction the numerator of which is the Class E
Note  Balance on the closing  date and the  denominator  of which is the Initial
Aggregate Discounted Contract Balance.

     Class E Stated Maturity Date:  means the Payment Date occurring on November
11, 2009.

     Class F Distribution Sub-Account:  means the sub-account or sub-accounts by
that name that may be  established  and  maintained  by the Trustee  pursuant to
Section 3.01 of the Indenture.

     Class F Instruments:  means any Class F Instruments described in Article II
of the  Indenture,  that may be issued from time to time under the Indenture and
the related Supplement.

     Class F  Instrumentholder:  means at any time,  any  Person in whose name a
Class F Instrument is registered in the Note Register.

     Closing Date: means November 8, 2001.

     Code: means the Internal Revenue Code of 1986, as amended.

     Collection Account:  means the account or accounts by that name established
and maintained by the Trustee pursuant to Section 3.01 of the Indenture.

     Collection  Period:  means,  with  respect  to each  Payment  Date  related
thereto, the calendar month immediately preceding such Payment Date.

     Commission: means the Securities and Exchange Commission.

     Company Assets: means (i) the Contributed Property related to the Contracts
set forth on each Subsequent  Contract Transfer Form and the Sold Company Assets
(as  defined  in the  related  Sale  Agreement),  in each case other  than,  and
notwithstanding  any other  provision  to the  contrary,  any and all  ownership
interests of the Company in  Equipment,  with respect to which


<PAGE>

the  Company  shall  instead  grant  to the  Issuer a first  priority  perfected
security interest therein, (iii) all of the Company's rights and privileges, but
none of its obligations,  under the Contribution  and Servicing  Agreement,  the
Sale  Agreements  and  each  Substitute  Contract  Transfer  Form  and  (iv) all
payments, income and proceeds of the foregoing or relating thereto.

     Contract:  means each separate  noncancelable  Finance  Lease,  Fair Market
Value  Lease,  Leveraged  Lease  Loan,  Lease  Receivable  Purchase  or  Secured
Equipment  Note  acquired  from  time to time by (x)  the  Transferor  from  the
Contributor,  directly or indirectly, pursuant to the Contribution and Servicing
Agreement or (y) the Issuer under either Sale Agreement.  The term shall include
any Contract  transferred,  directly or  indirectly,  to the  Transferor  or the
Issuer on the Closing Date or, directly or indirectly,  any Substitution Date in
connection  with  any  substitution  in  accordance  with the  Contribution  and
Servicing Agreement, respectively, but excluding any Unrelated Property.

     Contract File: means the following documents or instruments with respect to
each Contract:

     (i) the executed  original  counterpart  of the Contract  that  constitutes
     "chattel paper" or an "instrument" for purposes of Section 9-102(a)(11) and
     Section 9-313 of the UCC;

     (ii) documents  evidencing or related to any insurance  policy with respect
     to the related Equipment;

     (iii) a copy of each delivery and  acceptance  certificate  with respect to
     each Contract  that is a lease or a copy of each  original  invoice for the
     related  Equipment and the receipt of delivery related thereto with respect
     to each Contract that is a loan;

     (iv) a copy of the  financing  statement  filed with respect to the related
     Equipment with evidence of proper recording;

     (v) a copy of any related agreement with the vendor, dealer or manufacturer
     of the Equipment or with any Person from whom DVI acquired the Contract and
     rights in the related Equipment (if applicable); and

     (vi) copies of such documents  that the Servicer or its Affiliates  keep on
     file  indicating  that the  Equipment  is  subject to the  interest  of the
     Trustee,  in accordance  with their  customary  procedures  relating to the
     individual Contract, Obligor or Equipment.

     Contract  Payment:  means any payment which the Obligor is required to make
pursuant to a Contract after, with respect to the Initial Contracts, the Cut-off
Date,  other than (i) certain  amounts  included in such  payments for which the
Contributor is not the ultimate beneficiary thereof,  including, but not limited
to, property taxes, sales taxes,  manufacturer's  maintenance  costs,  insurance
premiums and supplies and transaction costs and (ii) Purchase Option Payments.


<PAGE>

     Contract  Schedule:  means  the  schedule  of  Contracts  attached  to  the
Contribution and Servicing Agreement and the Indenture, such schedule as amended
from time to time, setting forth the following  information as to each Contract:
(i) the Contract Number,  (ii) the Original Equipment Cost, if available,  (iii)
the Discounted  Contract  Balance as of the Cut-off Date, (iv) the Obligor,  (v)
the State of location of the related  Equipment,  (vi) the commencement date and
original  term of each  Contract,  (vii) the  remaining  term and  amount of the
Contract  Payments for each original Contract as of the Cut-off Date, (viii) the
type of related Equipment,  (ix) the related cash flow schedule, (x) the type of
Contract and (xi) the applicable Pool on such Contracts.  The Contract  Schedule
shall be deemed  supplemented and amended to incorporate  therein any Substitute
Contracts.

     Contract  Transfer  Date:  means any date on or prior to the  Closing  Date
that, pursuant to the Contribution and Servicing Agreement,  the Contributor may
transfer a Contract to the Transferor.

     Contributed  Property:  means all of the right,  title and  interest of DVI
Receivables  Corp.  XV, DVI  Receivables  XV,  L.L.C.,  DVI Funding  Corp.,  DVI
Funding,  L.L.C. and the  Contributor's  in and to (a) all Contracts,  including
those listed on the Contract  Schedule  attached as Schedule 1 to the  Indenture
and all  Substitute  Contracts  (including  its interest in the proceeds of such
Contracts and including the  assignment of the security  interest of the Obligor
of a  Leveraged  Lease Loan in the  equipment  lease  that is subject  thereto),
including all payments  received on or with respect to such Contracts  after the
Cut-off Date but excluding the Retained Interest and any Broker Agreement Rights
relating to such Contracts,  (b) any documents in the Contract Files relating to
the  Contracts  listed on the  Contract  Schedule  attached as Schedule 1 to the
Indenture,  (c)  Insurance  Policies  and  Insurance  Proceeds  relating  to the
Contracts (or the related Equipment) listed on the Contract Schedule attached as
Schedule 1 to the  Indenture,  (d) the Equipment  (which shall be either a first
priority  perfected  security  interest in Equipment (other than with respect to
Equipment for which the Original  Equipment  Cost is less than $25,000) or, with
respect to DVI Fair Market Value Leases, an ownership interest in the Equipment)
and any collateral, including, without limitation, any credit enhancement (other
than  accounts  receivable  of an  Obligor),  which  relates  specifically  to a
Contract and (e) all payments,  income and proceeds of the foregoing or relating
thereto.

     Contribution and Servicing Agreement:  means the Contribution and Servicing
Agreement  dated  as  of  November  1,  2001  between  the  Transferor  and  the
Contributor, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the provisions hereof and thereof.

     Contribution  Date:  means,  with  respect to the  Initial  Contracts,  the
Closing  Date,  and,  with  respect  to any  Substitute  Contract,  the  related
Substitution Date.

     Contributor: means DVI Financial Services Inc., a corporation organized and
existing under the laws of the State of Delaware, and its successors.

     Corporate Trust Office:  means the principal  corporate trust office of the
Trustee  located on the Closing Date at 180 Fifth  Street,  St. Paul,  Minnesota
55101,  or at such other


<PAGE>

address  as the  Trustee  may  designate  from  time to time  by  notice  to the
Noteholders and the Transferor.

     Cut-off Date: means for each Initial Contract,  October 31, 2001; and as to
any Substitute  Contract,  the last day of the month prior to the month in which
such Substitute Contract is substituted.

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

     Defaulted  Contract:  means any  Contract  with  respect to which,  (i) any
Contract Payment (or portion thereof) is delinquent for more than 180 days as of
the last day of the  calendar  month,  (ii) the  Servicer has declined to make a
Servicer  Advance with respect to any delinquent  amounts in accordance with the
Contribution and Servicing Agreement on the grounds that such advance would be a
Nonrecoverable  Advance, (iii) any Contract has been rejected by or on behalf of
the Obligor in a  bankruptcy  proceeding  or (iv) the Lessor with respect to any
Leveraged Lease Loan has rejected the related lease in a bankruptcy  proceeding.
For  purposes of clause (i),  the  delinquency  of a Contract  Payment  shall be
measured based on the Contract  Payments  required to be made during the term of
such  Contract  as of the date  that  such  Contract  became  part of the  Trust
Property without giving effect to any modifications  (except those modifications
permitted pursuant to Section 4.02 of the Contribution and Servicing Agreement),
waivers or extensions subsequently granted by the Servicer.

     Definitive Note: a Note issued in definitive form pursuant to the terms and
conditions of Article Two of the Indenture.

     Delinquency  Condition:  shall  be  deemed  to  exist  on  and  as  of  any
Determination Date if (x) the quotient of (1) the sum of the Discounted Contract
Balances of all Contracts  listed as more than 90 days delinquent as of the last
day of the three  immediately  preceding  calendar months,  divided by (2) three
exceeds (y) the  product of (1) 0.06 and (2) the  quotient of (A) the sum of the
Aggregate  Discounted  Contract  Balance  as  of  the  last  day  of  the  three
immediately preceding Collection Periods, divided by (B) three.

     Delinquent  Contract:  means,  as of any  Determination  Date, any Contract
(other  than a  Contract  which  became  a  Defaulted  Contract  prior  to  such
Determination  Date) with respect to which the Obligor has not paid all Contract
Payments due as of the end of the immediately  preceding  Collection Period. The
delinquency  of a  Contract  Payment  shall be  measured  based on the  Contract
Payments  required  to be made  during the term of such  Contract as of the date
such Contract  became part of the Trust  Property  without  giving effect to any
modifications, waivers or extensions subsequently granted by the Servicer.

     Depositary: means The Depository Trust Company until a successor depositary
shall have become such pursuant to the  applicable  provisions of the Indenture,
and  thereafter  "Depositary"  shall mean or include  each  Person who is then a
Depositary thereunder. For purposes of the Indenture, unless otherwise specified
pursuant to Section 2.02 thereof, any successor Depositary shall, at the time of
its  designation  and at all times while it serves as


<PAGE>

Depositary,  be a clearing  agency  registered  under the Exchange  Act, and any
other applicable statute or regulation.

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

     Deposited  Available Funds: has the meaning set forth in Section 3.04(c) of
the Indenture.

     Determination  Date:  means,  with respect to any Payment  Date,  the third
Business Day immediately preceding each Payment Date.

     Discount Rate: means 5.4312% per annum.

     Discounted  Contract Balance:  means, with respect to any Contract,  on any
date of  determination,  an amount equal to the sum of (a) the present  value of
each remaining  Contract  Payment to become due under a Contract before the last
day of the month  prior to the month of the  Stated  Maturity  Date,  discounted
monthly  from the last  day of the  Collection  Period  in which  such  Contract
Payment is to become due at a rate equal to one-twelfth  (or with respect to the
period from the  Closing  Date to but  excluding  the Initial  Payment  Date,  a
fraction, the numerator of which is equal to the number of days from the Closing
Date to but excluding the Initial  Payment Date, and the denominator of which is
equal to 360) of the  Discount  Rate and (b) one hundred  percent  (100%) of the
unpaid balance,  as of such date of determination of Contract  Payments due with
respect  to such  Contract  which were not the  subject  of a Servicer  Advance;
provided,  however, that, except for purposes of computing the Repurchase Amount
or for computing the Discounted Contract Balance of a Predecessor Contract,  (x)
on the date a Contract  becomes a Defaulted  Contract,  the Discounted  Contract
Balance for such  Contract  will be zero and (y) any  Purchase  Option  Payments
shall not be  included  in the  Discounted  Contract  Balance.  For  purposes of
calculating the Discounted Contract Balance of a Contract,  any Contract Payment
for which the  Contributor  received on or prior to the Cut-off  Date a security
deposit or an advance payment shall be deemed to be zero.

     Distribution   Account:   means  the  account  or  accounts  by  that  name
established and maintained by Trustee pursuant to Section 3.01 of the Indenture.

     DVI:  means DVI  Financial  Services  Inc.,  a  corporation  organized  and
existing under the laws of the State of Delaware, and its successors.

     DVI Fair Market Value Lease:  means a Fair Market Value Lease originated by
DVI.

     DVI Funding Sale Agreement:  means the Sale Agreement, dated as of November
1, 2001,  among DVI Funding,  L.L.C.,  as  transferor,  the Issuer,  DVI Funding
Corporation, as seller, the Transferor and DVI.


<PAGE>

     DVI Group:  means, as of any relevant date, the affiliated group within the
meaning  of  section  1504 of the  Code of which  DVI,  Inc.,  or any  successor
thereto,  is the common parent,  or of which DVI, the  Transferor,  the Managing
Member and the Issuer are  members,  and shall mean any group  eligible  to file
consolidated or combined returns for state,  local or foreign tax purposes which
includes DVI, the Managing Member and the Transferor, regardless of the identity
of the common parent.

     DVI Party:  means any of DVI,  the  Transferor,  the Issuer or the Managing
Member.

     DVI XV Sale Agreement:  means the Sale  Agreement,  dated as of November 1,
2001,  among  DVI  Receivables  XV,  L.L.C.,  as  transferor,  the  Issuer,  DVI
Receivables Corp. XV, as seller, the Transferor and DVI.

     DVI, Inc.: means DVI, Inc., a corporation  organized and existing under the
laws of the State of Delaware, and its successors.

     Eligible Contract: means any Initial Contract which meets the Contributor's
credit  requirements  in effect on the Closing  Date and  satisfies  each of the
representations and warranties set forth in Section 2.03 of the Contribution and
Servicing Agreement and, with respect to any Substitute Contract,  satisfies the
requirements of Section 7.01 (d) of the Contribution and Servicing  Agreement on
the related Substitution Date.

     Eligible Deposit Account: any one or more of the following accounts:

     (i) a segregated account with an Eligible Institution; or

     (ii) a segregated  trust account with the corporate  trust  department of a
     depositary  institution  organized  under the laws of the United  States of
     America or any one of the states  thereof or the  District of Columbia  (or
     any domestic  branch of a foreign  bank) subject to  regulations  regarding
     fiduciary funds on deposit,  having  corporate trust powers and acting as a
     trustee  for funds  deposited  in such  account  acceptable  to the  Rating
     Agencies.

     Eligible Institution:  means any one or more of the following institutions:
(i)  the  corporate  trust  department  of the  Trustee,  or  (ii) a  depositary
institution  organized under the laws of the United States of America or any one
of the states  thereof or the  District  of  Columbia  acceptable  to the Rating
Agencies (or any domestic branch of a foreign bank), which (a)(1) has either (w)
a long-term  unsecured  debt rating  acceptable to the Rating  Agencies or (x) a
short-term  unsecured debt rating or certificate of deposit rating acceptable to
the  Rating  Agencies  or (2) the parent  corporation  of which has either (y) a
long-term  unsecured  debt  rating  acceptable  to the Rating  Agencies or (z) a
short-term  unsecured debt rating or certificate of deposit rating acceptable to
the Rating  Agencies and (b) whose  deposits are insured by the Federal  Deposit
Insurance Corporation.

     Eligible Investments: means any and all of the following:

<PAGE>

     (i) direct  obligations  of, and  obligations  fully  guaranteed for timely
     payment by, the United  States of America,  the Federal Home Loan  Mortgage
     Corporation,  the Federal National Mortgage  Association,  the Federal Home
     Loan Banks or any agency or instrumentality of the United States of America
     which has a rating of at least "AAA" by Fitch, Inc. and "Aaa" by Moody's at
     the time of such investment the obligations of which are backed by the full
     faith and credit of the United States of America;

     (ii) (A) demand and time deposits in,  certificates of deposit of, banker's
     acceptances  issued by or federal funds sold by any depository  institution
     or trust  company  (including  the  Trustee  or its  agent  acting in their
     respective commercial capacities) incorporated under the laws of the United
     States of America or any State  thereof  and  subject  to  supervision  and
     examination by federal and/or state authorities,  so long as at the time of
     such investment or contractual  commitment  providing for such  investment,
     such depository institution or trust company has a long term unsecured debt
     rating of "A+" by Fitch,  Inc.,  and at least "A1" by Moody's,  and a short
     term unsecured debt rating in the highest available rating category of each
     of the  Rating  Agencies  and  provided  that each such  investment  has an
     original  maturity  of no more than 365 days,  and (B) any other  demand or
     time  deposit or deposit  which is fully  insured  by the  Federal  Deposit
     Insurance Corporation;

     (iii) repurchase obligations with a term not to exceed 30 days with respect
     to any  security  described  in clause  (i) above and  entered  into with a
     depository  institution or trust company (acting as a principal)  rated "A"
     by Fitch,  Inc.,  at least  "A1" or higher by Moody's or Prime-1 by Moody's
     and "A" or higher by S&P; provided,  however,  that collateral  transferred
     pursuant to such repurchase obligation must (A) be valued weekly at current
     market price plus accrued interest, (B) pursuant to such valuation,  equal,
     at all times,  105% of the cash  transferred by the Trustee in exchange for
     such  collateral  and (C) be delivered to the Trustee or, if the Trustee is
     supplying the collateral,  an agent for the Trustee, in such a manner as to
     accomplish   perfection  of  a  security  interest  in  the  collateral  by
     possession of certificated securities;

     (iv)  securities  bearing  interest  or sold at a  discount  issued  by any
     corporation  incorporated under the laws of the United States of America or
     any  State  thereof  which  has a long term  unsecured  debt  rating in the
     highest  available  rating  category of each of the Rating  Agencies at the
     time of such investment;

     (v) commercial paper having an original  maturity of less than 365 days and
     issued by an  institution  having a long term unsecured debt rating of "A+"
     by Fitch, Inc. or "A1" by Moody's and a short term unsecured debt rating in
     the highest available rating category of each of the Rating Agencies at the
     time of such investment;

     (vi) a guaranteed  investment  contract  approved in writing by each of the
     Rating  Agencies  and issued by an insurance  company or other  corporation
     having


<PAGE>

     a long term unsecured debt rating in the highest  available rating category
     of each of the Rating Agencies at the time of such investment;

     (vii) money  market funds having  ratings in the highest  available  rating
     category of each of the Rating Agencies at the time of such investment; any
     such  money  market  funds  which  provide  for  demand  withdrawals  being
     conclusively  deemed to satisfy  any  maturity  requirements  for  Eligible
     Investments set forth in the Indenture; and

     (viii) any investment approved in writing by each of the Rating Agencies.

     Equipment:  means the underlying equipment subject to a Contract,  which is
principally  medical  diagnostic and  therapeutic  equipment,  together with the
income and proceeds thereof.

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

     Exchange Act: means the Securities Exchange Act of 1934, as amended.

     Excluded Amounts: means any payments received from an Obligor in connection
with any application fees, tax processing fees, wire transfer fees, express mail
fees, late charges,  taxes,  fees or other charges  imposed by any  Governmental
Authority,  any  indemnity  payments  made by an Obligor  for the benefit of the
originator or vendor under the related  Contract or any payments  collected from
an  Obligor  for the  benefit  of the  originator  or  vendor  which  relate  to
maintenance payments pursuant to the related Contract or maintenance  agreement,
as applicable or any other non-rental administrative charges reimbursable to the
Servicer in accordance with the Servicer's customary policies and procedures.

     Fair Market  Value  Lease:  means any  Contract in the form of a lease that
contains  a  purchase  option  based  on  either  (a) a  stated  non de  minimis
percentage of the original cost of the related  Equipment or (b) the fair market
value of the related Equipment at the expiration, or earlier termination, of the
Contract.  A Fair Market  Value  Lease is  identified  as "FMV" on the  Contract
Schedule.

     Finance  Lease:  means any Contract in the form of a lease that contains an
end of term purchase option for a nominal amount.  A Finance Lease is identified
as "FL" on the Contract Schedule.

     Fitch, Inc.: means Fitch, Inc. and any successor.

     GAAP:  means  generally  accepted  accounting  principles  set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession,  which  are  applicable  to  the  circumstances  as of the  date  of
determination.


<PAGE>

     Global Note:  means either a Rule 144A Global Note or a Public Global Note.

     Grant: means to grant, bargain, sell, convey, assign,  transfer,  mortgage,
pledge,  create and perfect a security interest in and right of set-off against,
deposit, set over and confirm.

     Holder or Noteholder:  means,  at any time, any Person in whose name a Note
is registered in the Note Register.

     Indenture:  means the Indenture between the Issuer and the Trustee dated as
of  November  1, 2001 and as from time to time may be  supplemented,  amended or
otherwise modified pursuant to the applicable provisions thereof.

     Indenture  Event of Default:  as defined in Section 6.01 of the  Indenture.

     Initial Aggregate  Discounted  Contract  Balance:  means an amount equal to
$429,583,246.18.

     Initial Contract:  means any Contract acquired by the Issuer on or prior to
the Closing Date as set forth on Schedule 1 of the Indenture.

     Initial  Payment  Date:  means the  initial  Payment  Date  pursuant to the
Transaction  Documents,  which is scheduled (subject to prepayment provisions of
the  Indenture) to be, when used with respect to interest on any Note,  December
11, 2001, and when used with regard to principal,  with respect to the Class A-1
Notes,  the Class B Notes,  the Class C Notes,  the Class D Notes or the Class E
Notes,  December 11, 2001,  when used with respect to the Class A-2 Notes,  July
11, 2002, when used with respect to the Class A-3 Notes, March 11, 2003 and when
used with respect to the Class A-4 Notes, August 11, 2004.

     Initial Successor Servicer Reserve Account Deposit Amount:  means $200,000.

     Insurance  Policy:  means,  with  respect  to an  item  of  Equipment,  any
insurance  policy  required  to be  maintained  by the  Obligor  pursuant to the
related Contract that covers physical damage to the Equipment.

     Insurance Proceeds:  means proceeds paid (i) by any insurer pursuant to any
Insurance  Policy  covering a Contract or (ii) if the  Obligor has  self-insured
with respect to a Contract,  by the Obligor,  in either case,  net of reasonable
costs of collecting such proceeds not otherwise reimbursed.

     Insured   Expenses:   means  expenses  covered  by  any  Insurance  Policy.

     Issuer:  means DVI Receivables XVI,  L.L.C.,  a Delaware limited  liability
company.

     Issuer Order or Issuer Request:  means a written order or request delivered
to the Trustee and signed in the name of the Issuer by an Authorized Officer.


<PAGE>

     Lease Receivable Purchase:  means any Contract in the form of a purchase by
DVI from a Lessor of Lessor's  right,  title and  interest in Contract  Payments
related to an  underlying  equipment  lease and that is secured by the  Lessor's
rights in the related  Equipment.  A Lease Receivable  Purchase is identified as
"LRP" on the Contract Schedule.

     Lessor:  means the  Person  who is the  lessor  under the  equipment  lease
related to a Leveraged Lease Loan or Lease Receivable Purchase.

     Leveraged Lease Loan:  means any Contract in the form of a loan that is (a)
made by the  Contributor  to a Lessor of the  related  Equipment  pursuant to an
underlying  noncancelable  equipment  lease and (b)  secured by a pledge by such
lessor  to the  Contributor  of all of its  right,  title and  interest  to such
noncancelable  equipment lease  (including such Lessor's right to receive rental
payments from the lessee on such equipment lease) and the related  Equipment.  A
Leveraged Lease Loan is identified as "LL" on the Contract Schedule.

     Lock-Box  Account:  means an account  designated as such,  established  and
maintained pursuant to Section 3.01 of the Indenture.

     Lock-Box Agreement: means, (i) the agreement, as amended,  supplemented and
otherwise  modified  from time to time,  dated as of December 20,  2000,  by and
among the  Contributor  and Firstar Bank,  N.A.,  (ii) the agreement dated as of
December 15, 2000, by and among the Contributor and First Union National Bank or
(iii) the agreement  dated as of October 5, 1994, by and between the Contributor
(as assignee of Affiliated  Capital  Corporation)  and American  National  Bank,
pursuant to which the Lock-Box Account is established and maintained.

     Lock-Box Bank:  means, as of any date, the bank or trust company at which a
Lock-Box Account is established and maintained as of such date.

     Managing Member: means DVI Receivables Corp. VIII, a Delaware  corporation.

     Monthly Interest:  means as of any Payment Date, the sum of (i) the Class A
Monthly Interest,  (ii) the Class B Monthly Interest,  (iii) the Class C Monthly
Interest,  (iv)  the  Class D  Monthly  Interest  and (v)  the  Class E  Monthly
Interest.

     Monthly Principal: means, with respect to any Payment Date, an amount equal
to the excess of (a) the Aggregate  Discounted  Contract Balance at the close of
business on the last day of the second preceding  Collection Period over (b) the
Aggregate  Discounted  Contract Balance at the close of business on the last day
of the immediately preceding Collection Period.

     Monthly  Servicer  Report:  means the report  attached  as Exhibit B to the
Contribution and Servicing Agreement.

     Moody's: means Moody's Investors Service, Inc. and any successor.

     Nonrecoverable  Advance:  means any  Servicer  Advance  previously  made in
respect of a Delinquent  Contract by the  Servicer  pursuant to the terms of the
Contribution  and Servicing  Agreement,  which in the good faith judgment of the
Servicer  and  pursuant  to an

<PAGE>

Officer's  Certificate,  will not be ultimately recoverable by the Servicer from
payments by the related Obligor or disposition of the related Equipment.

     Note Balance:  means, as of the Closing Date,  $378,036,000 for the Class A
Notes cumulatively  (and, with respect to each tranche thereof,  $62,000,000 for
the Class A-1 Notes,  $59,500,000 for the Class A-2 Notes,  $122,000,000 for the
Class A-3 Notes and  $134,536,000  for the Class A-4 Notes),  $6,440,000 for the
Class B Notes,  $12,890,000  for the Class C Notes,  $8,590,000  for the Class D
Notes and $10,740,000 for the Class E Notes and thereafter  shall equal the Note
Balance for such class reduced by all principal payments on such class of Notes.

     Note Owner:  means,  with respect to a Global  Note,  the Person who is the
owner of such Global Note,  as reflected on the books of the  Depositary,  or on
the books of a Person maintaining an account with the Depositary  (directly as a
Depositary  Participant or an indirect  participant,  in each case in accordance
with the rules of the Depositary).

     Note Purchase  Agreement:  means any agreement (other than the Underwriting
Agreement) between the Issuer, the Transferor, the Contributor, the purchaser(s)
specified  therein  and any other  parties  specified  therein,  relating to the
purchase of Notes.

     Note Rate:  means the annualized  rate of interest on the relevant class of
Notes  (Class A-1 Note Rate on the Class A-1  Notes,  Class A-2 Note Rate on the
Class A-2 Notes, Class A-3 Note Rate on the Class A-3 Notes, Class A-4 Note Rate
on the Class  A-4  Notes,  Class B Note Rate on the Class B Notes,  Class C Note
Rate on the Class C Notes,  Class D Note Rate on the Class D Notes, Class E Note
Rate on the Class E Notes and the interest rate set forth in the  Supplement for
the Class F Instruments).

     Note Register: as defined in Section 2.04 of the Indenture.

     Noteholder or Holder:  means,  at any time, any Person in whose name a Note
is registered in the Note Register.

     Noteholder  Counsel:   means  the  single  legal  counsel  as  selected  by
Noteholders evidencing more than 50% of the Voting Rights.

     Notes:  means any of the Class A Notes, Class B Notes, Class C Notes, Class
D  Notes  or  Class  E Notes  described  in  Article  II of the  Indenture,  and
authorized  by, and  authenticated  and  delivered  under,  the Indenture or any
Supplement.

     Obligor:  means the obligor  under any Contract,  including any  guarantor.

     Offered  Notes:  means  the Class A Notes,  the Class B Notes,  the Class C
Notes, the Class D Notes and the Class E Notes.

     Officer's  Certificate:  means a  certificate  delivered to the Trustee and
signed by Chairman, the President, a Vice President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the relevant entity.

<PAGE>

     Opinion of  Counsel:  means a written  opinion of  counsel,  which shall be
reasonably  satisfactory in form and substance to the Person to whom it is to be
delivered. Except as otherwise expressly provided in the Indenture, such opinion
may be  delivered  by  inside  or  outside  counsel  for  the  Contributor,  the
Transferor or the Issuer.

     Original Equipment Cost: means (i) with respect to each Contract originated
by DVI,  the  vendor's  invoice  price of the related  Equipment  at the time of
origination  of the  related  Contract  and (ii) with  respect to each  Contract
acquired by DVI from others, the amount recorded on DVI's records as paid by DVI
to acquire such Contract and the broker's interest in the related Equipment.

     Outstanding or  outstanding:  means,  when used with reference to the Notes
and  as of any  particular  date,  any  Note  theretofore  and  thereupon  being
authenticated and delivered except:

     (i) any Note canceled by the Trustee at or before said date;

     (ii) any Note,  or portion  thereof,  for  payment of  redemption  of which
     monies equal to the principal  amount or redemption  price thereof,  as the
     case may be, with  interest to the date of  maturity or  redemption,  shall
     have theretofore been irrevocably  deposited with the Trustee (whether upon
     or prior to maturity or the redemption date of such Note);

     (iii) any Note in lieu of or in  substitution  for which another Note shall
     have been authenticated and delivered; and

     (iv) any Note owned either by the  Transferor or by the Managing  Member or
     any Affiliate of either the Transferor or the Managing Member (except that,
     in  determining  whether the Trustee shall be protected in relying upon any
     request,  demand,  authorization,  direction,  notice, consent or waiver of
     Noteholders  under the Indenture,  only Notes which the Trustee knows to be
     so owned shall be disregarded).

     Overdue  Interest:  means, for any Payment Date, the sum of (i) the Class A
Overdue Interest,  (ii) the Class B Overdue Interest,  (iii) the Class C Overdue
Interest,  (iv)  the  Class D  Overdue  Interest  and (v)  the  Class E  Overdue
Interest.

     Ownership  Interest:   means  an  ownership  interest  in  a  Global  Note.

     Partial Prepayment Amount: means, with respect to the Collection Period and
a Contract  for which the Obligor  has  requested  to make a  voluntary  partial
prepayment  and for which no Substitute  Contract has been  provided,  an amount
equal to the excess,  if any, of (A) the  difference  between (i) the Discounted
Contract Balance of such Contract as of the first day of such Collection  Period
together  with one month of interest  thereon at the Discount  Rate and (ii) the
Discounted  Contract  Balance  of  such  Contract  as of the  first  day of such
Collection  Period  calculated  based on the  amount  of each  Contract  Payment
payable by the Obligor  after giving  effect to the  reduction of such  Contract
Payment which will result from such partial  prepayment,


<PAGE>

minus (B) any Contract  Payments  actually received by the Servicer with respect
to the prepaid portion of such Contract for the current  Collection Period on or
before the date of such partial prepayment.

     Payment  Date:  means the  eleventh of each month (or if such date is not a
Business Day, the immediately succeeding Business Day), commencing
December 11, 2001.

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

     Placement Agency Agreement: means the Class A-3 Placement Agency Agreement,
dated as of  November  1, 2001,  by and among the Issuer,  the  Transferor,  the
Contributor  and the Managing Member as confirmed and accepted by Merrill Lynch,
Pierce,  Fenner & Smith  Incorporated,  and any other placement agency agreement
between the Issuer,  the Transferor,  the  Contributor,  the placement  agent(s)
specified  therein  and any other  parties  specified  therein,  relating to the
placement of Notes.

     Placement Agent or Placement Agents: means Merrill Lynch, Pierce,  Fenner &
Smith  Incorporated  and any  other  placement  agent  that  may be  named  in a
Placement Agency Agreement.

     Plan:  means an "employee  benefit plan" within the meaning of Section 3(3)
of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code.

     Pool: means either Pool A or Pool B.

     Pool  A:  means  the  Contracts  identified  on the  Contract  Schedule  as
constituting Pool A and the other Trust Property related thereto.

     Pool A Aggregate  Discounted  Contract Balance:  means, with respect to any
date  of  determination,  the sum of the  Discounted  Contract  Balances  of all
Contracts in Pool A.

     Pool  A  Non-Performing  Contract  Substitution:  shall  have  the  meaning
ascribed  thereto  in  Section  7.01(a)(1)  of the  Contribution  and  Servicing
Agreement.

     Pool A Prepaid  Contract  Substitution:  shall  have the  meaning  ascribed
thereto in Section 7.01(a)(2) of the Contribution and Servicing Agreement.

     Pool  B:  means  the  Contracts  identified  on the  Contract  Schedule  as
constituting Pool B and the other Trust Property related thereto.

     Pool B Aggregate  Discounted  Contract Balance:  means, with respect to any
date  of  determination,  the sum of the  Discounted  Contract  Balances  of all
Contracts in Pool B.

     Pool B General  Contract  Substitution:  shall  have the  meaning  ascribed
thereto in Section 7.01(b)(1) of the Contribution and Servicing Agreement.

<PAGE>

     Pool B Prepaid  Contract  Substitution:  shall  have the  meaning  ascribed
thereto in Section 7.01(b)(2) of the Contribution and Servicing Agreement.

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

     Predecessor  Contract:  means,  with  respect  to any  Substitute  Contract
acquired  by  the  Transferor  by  substitution  pursuant  to  Section  7 of the
Contribution and Servicing Agreement and by the Issuer by substitution  pursuant
to Section 7 of the  Subsequent  Contract  Transfer  Agreement,  the Contract or
Contracts  for which such  Substitute  Contract  or any  intervening  Substitute
Contract has been substituted.

     Prepayment Amount: means, with respect to any Contract,  the sum of (1) the
Discounted  Contract  Balance  as of the  first  day of  the  Collection  Period
preceding such  prepayment,  together with one month of interest  thereon at the
Discount  Rate,  (2) any  unreimbursed  Servicer  Advances  with respect to such
Contract and (3) any Contract  Payments due and outstanding  under such Contract
that are not the subject of a Servicer Advance.

     Principal   Terms:   as  defined  in  Section  2.06(b)  of  the  Indenture.

     Priority  Payments:  shall  have the  meaning  ascribed  thereto in Section
3.04(c) of the Indenture.

     Prospectus Supplement:  means the prospectus supplement,  dated November 5,
2001,  relating to the Class A Notes,  the Class B Notes,  the Class C Notes and
the Class D Notes and  containing  certain  information  relating to the Class E
Notes.

     Public Global Note:  means a Book-Entry  Note  evidencing all or part of an
issuance of the Class A Notes,  Class B Notes, Class C Notes or Class D Notes to
which the provisions of Article II of the Indenture shall apply.

     Purchase Option Payment:  means as specified in each Contract,  any payment
made by the Obligor to purchase the  Equipment  covered  thereby,  including any
funds  received in respect of either (w) an end of term purchase  option for $1,
(x) an end of term option to purchase the  Equipment at a stated  percentage  of
the original cost of the  Equipment,  (y) an option to purchase the Equipment at
the fair market  value of the  Equipment  determined  at the end of the Contract
term or (z) an end of term  option to extend  the term of the lease for  another
immediately  successive  twelve  month period upon the  expiration  of which the
lessee will own the equipment.

     Rating Agencies:  means,  when used in the singular,  any one of, and, when
used in the plural,  each of Fitch,  Inc. and Moody's.

<PAGE>

     Ratings  Effect:  means a reduction or withdrawal of a rating on a class of
Notes by a Rating Agency.

     Record  Date:  means,  with  respect to any  Payment  Date  relating to any
Definitive Note, the fifth Business Day immediately preceding such Payment Date,
and,  with  respect to any Payment Date  relating to any  Book-Entry  Note,  the
Business Day immediately preceding such Payment Date.

     Recoveries:  means,  with respect to any Contract,  any cash sale proceeds,
vendor  recourse,  payments  under  personal  and other  guaranties,  litigation
judgments and the present value (calculated at the implicit yield on each of the
Defaulted Contracts) of re-lease rents.

     Redemption  Date:   means,  with  respect  to  any  redemption  or  partial
redemption of Notes, a date fixed pursuant to Section 10.01 of the Indenture.

     Redemption Price: means, with respect to any Note, and as of any redemption
date fixed by the Issuer,  the sum of (x) the  outstanding  Note Balance of such
Note, and (y) interest  accrued  thereon to, but not including,  such Redemption
Date at the applicable Note Rate.

     Redemption  Record Date:  means, with respect to any redemption of Notes, a
date fixed pursuant to Section 10.01 of the Indenture.

     Related  Person:  means any Person (whether or not  incorporated)  which is
under common control with the  Contributor  within the meaning of Section 414(b)
or (c) of the Code, or of Section 4001(b) of ERISA.

     Reportable  Event:  means any of the events set forth in Section 4043(b) of
ERISA  or  the  regulations  thereunder,  a  withdrawal  from a  "Pension  Plan"
described in Section 4063 of ERISA,  or a cessation of  operations  described in
Section 4062(3) of ERISA.

     Repurchase Amount: means, with respect to any Contract,  the sum of (1) the
Discounted  Contract  Balance  as of the  first  day of  the  Collection  Period
preceding such  repurchase,  together with one month of interest  thereon at the
Discount Rate and (2) any  unreimbursed  Servicer  Advances with respect to such
Contract.

     Reserve  Account:  means the account  specified  in Section  3.01(a) of the
Indenture.

     Reserve Account  Balance:  means an amount equal to deposits of all Reserve
Account  Deposit Amounts as reduced by (a) all Reserve Account Draws and (b) all
Reserve   Account   Withdrawals   paid  to  the   Transferor   or  the  Class  F
Instrumentholder, if any.

     Reserve Account Deposit Amount: means, on any Payment Date, an amount equal
to the excess of (A) the Reserve Account  Required Amount over (B) the amount on
deposit in the Reserve Account (after giving effect to any Reserve Account Draws
on such Payment Date).

     Reserve Account Draw: means, with respect to each Payment Date, the amount,
if any,  withdrawn  by the Trustee  from the Reserve  Account for payment of the
Priority Payments pursuant to Section 3.04(c) of the Indenture.


<PAGE>

     Reserve Account  Property:  means the property set forth in Section 3.08(a)
of the Indenture.

     Reserve Account Required Amount: means, with respect to the Initial Payment
Date,  $6,443,748.69 (the "Initial Reserve Account Required Amount");  and, with
respect to each  Payment Date  thereafter,  the lesser of either (i) the Initial
Reserve Account Required Amount or (ii) the sum of (a) the Class A Note Balance,
(b) the Class B Note Balance, (c) the Class C Note Balance, (d) the Class D Note
Balance  and  (e)  the  Class  E Note  Balance;  provided,  however,  that  if a
Restricting Event has occurred and is then continuing,  then notwithstanding the
foregoing,  the Reserve Account Required Amount shall be equal to the sum of (i)
the Reserve Account  Required Amount on the immediately  preceding  Payment Date
(after giving effect to any additions to or withdrawals from the Reserve Account
on such Payment  Date) and (ii) all amounts  otherwise  payable to the Issuer or
the Class F Instrumentholder,  if any, in accordance with Section 3.04(b) of the
Indenture.

     Reserve  Account  Withdrawal:  means,  for each Payment Date, the amount of
such  excess,  if any,  withdrawn  from the  Reserve  Account for payment to the
Issuer  or  the  Class  F  Instrumentholder  pursuant  to  Section  3.08  of the
Indenture.

     Residual  Payment:  means any amount received either by the Servicer or the
Trustee as a Purchase Option Payment under a Contract or proceeds of the sale of
an item of Equipment  subject to the lien of the  Indenture  or rental  payments
from the re-leasing of an item of Equipment subject to the lien of the Indenture
after the final Contract  Payment due and payable under the initial terms of the
Contract to which such item of Equipment is subject is made.

     Residual  Principal  Balance:   means  the  excess  of  (x)  the  Aggregate
Discounted Contract Balance,  over (y) the sum of the Class A Note Balance,  the
Class B Note Balance, the Class C Note Balance, the Class D Note Balance and the
Class E Note Balance.

     Responsible  Officer:  means,  with respect to the Trustee,  any President,
Senior Vice President, Vice President,  Assistant Vice President,  Trust Officer
or Assistant Secretary with direct  responsibility for the administration of the
Trustee's  obligations  and duties  under the  Indenture  and with  respect to a
particular  matter,  any officer to whom such matter is referred because of such
other officer's knowledge or familiarity with the particular subject.

     Restricting  Event:  means the condition that exists on any Payment Date if
any one of the following  conditions exists: (i) a Delinquency  Condition exists
or (ii) an Indenture Event of Default has occurred and is then continuing.

     Retained Interest:  means all right, title and interest of the Contributor,
DVI Funding  Corporation,  DVI Funding,  L.L.C., DVI Receivables Corp. XV and/or
DVI Receivables  XV, L.L.C. in and to (i) the Contributed  Property prior to and
including the Cut-off Date, (ii) each periodic  payment,  if any, set forth in a
Contract in respect of maintenance,  insurance or taxes, and (iii) each Purchase
Option Payment, if any.

<PAGE>

     Rule 144A Global Note: means a Note evidencing all or a part of an issuance
of the Class E Notes  registered  in the name of the  Depositary or its nominee,
and delivered to the Depositary  pursuant to the  Depositary's  instruction,  in
accordance with Section 2.02 of the Indenture and bearing the legend  prescribed
in Section 2.02 of the Indenture.

     S&P:  means  Standard  &  Poor's  Ratings  Services,   a  division  of  The
McGraw-Hill Companies, Inc. and any successor.

     Sale  Agreements:  means the DVI Funding Sale Agreement and the DVI XV Sale
Agreement.

     Scheduled  Termination Date: means, with respect to any Contract,  the date
upon which such Contract is scheduled to terminate in accordance with its terms.

     Secured  Equipment  Note:  means any  Contract in the form of a loan to the
user of the related  Equipment  secured by such Equipment.  A Secured  Equipment
Note is identified as "LOAN" on the Contract Schedule.

     Securities Act: means The Securities Act of 1933 as amended.

     Servicer:  means  initially,  the Contributor  and  thereafter,  either the
Contributor or the then-acting Successor Servicer(s), if any, appointed pursuant
to the terms of the Contribution and Servicing Agreement.

     Servicer Advance:  means an advance made by the Servicer in accordance with
Section 5.01 of the Contribution and Servicing Agreement.

     Servicer  Event  of  Default:  means as  defined  in  Section  10.01 of the
Contribution and Servicing Agreement.

     Servicer Order:  means a written order or request  delivered to the Trustee
and signed in the name of the Servicer by an Authorized Officer.

     Servicing Fee: means an amount equal to the product of (i)  one-twelfth (or
with respect to the Initial Payment Date, a fraction,  the numerator of which is
equal to the number of days from the Closing Date to but  excluding  the Initial
Payment Date, and the  denominator of which is equal to 360), (ii) the Servicing
Fee Rate and (iii) the Aggregate Discounted Contract Balance as of the beginning
of the previous Collection Period.

     Servicing Fee Rate: means 0.75%.

     Stated Maturity Date: means, with respect to the Class A-1 Notes, the Class
A-1 Stated  Maturity  Date,  with respect to the Class A-2 Notes,  the Class A-2
Stated Maturity Date, with respect to the Class A-3 Notes,  the Class A-3 Stated
Maturity  Date,  with  respect  to the Class  A-4  Notes,  the Class A-4  Stated
Maturity Date,  with respect to the Class B Notes,  the Class B Stated  Maturity
Date, with respect to the Class C Notes,  the Class C Stated Maturity Date, with
respect to the Class D Notes, the Class D Stated Maturity Date, and with respect
to the Class E Notes, the Class E Stated Maturity Date.


<PAGE>

     Subordination  Deficiency  Event:  means the occurrence of the Class A Note
Balance being greater than the Aggregate  Discounted  Contract Balance as of the
date of determination.

     Subsequent  Contract  Transfer  Agreement  or SCTA:  means  the  Subsequent
Contract  Transfer  Agreement,  dated as of November 1, 2001, by and between the
Issuer and the Transferor.

     Substitute  Contract:   means  an  Eligible  Contract  substituted  by  the
Contributor  pursuant to either Section 5.03 or Section 7.01 of the Contribution
and Servicing Agreement.

     Substitute  Contract  Transfer Form: means a Substitute  Contract  Transfer
Form, substantially in the form of Exhibit A to the Subsequent Contract Transfer
Agreement.

     Substitution  Date:  means  any  Business  Day  on  which  the  Contributor
transfers a Substitute  Contract to the Transferor (which Substitute Contract is
subsequently transferred by the Transferor to the Issuer and then pledged by the
Issuer to the Trustee).

     Successor  Servicer:  means the Trustee or any  successor  to the  Servicer
pursuant to the Contribution and Servicing Agreement.

     Successor Servicer Reserve Account:  means the account specified in Section
3.01(a) of the Indenture.

     Successor  Servicer Reserve Account Property:  means the property set forth
in Section 3.07(a) of the Indenture.

     Supplement: means a supplement to the Indenture complying with the terms of
the Indenture.

     Transaction Documents:  means collectively,  the Contribution and Servicing
Agreement, the Subsequent Contract Transfer Agreement, the Sale Agreements,  the
Indenture,  the Underwriting  Agreement,  any Note Purchase Agreement(s) and any
and all  agreements  relating to the servicing of the Contracts and the issuance
of the Notes.

     Transferor:  means DVI Receivables  Corp. XVI, a corporation  organized and
existing  under the laws of the State of Delaware and  wholly-owned  by DVI, and
its permitted successors and assigns.

     Transferor  Order or Transferor  Request:  means a written order or request
delivered  to the  Trustee  and  signed  in the  name  of the  Transferor  by an
Authorized Officer.

     Trust  Indenture  Act or TIA:  means the Trust  Indenture  Act of 1939,  as
amended from time to time, as in effect on any relevant date.

     Trust Property:  means (a) the Company Assets,  (b) the Sold Trust Property
(as defined in the DVI XV Sale  Agreement)  and the Sold  Borrower  Property (as
defined in the DVI  Funding  Sale  Agreement),  (c) all moneys from time to time
held by the Trustee pursuant to


<PAGE>

Section 3.01 of the Indenture pending deposit in one of the accounts referred to
therein,  (d) all moneys from time to time on deposit in each Lock-Box  Account,
Collection Account, the Reserve Account, the Successor Servicer Reserve Account,
the Distribution Account, Class A Distribution Sub-Account, Class B Distribution
Sub-Account, Class C Distribution Sub-Account, Class D Distribution Sub-Account,
the Class E Distribution  Sub-Account and Class F Distribution  Sub-Account,  if
any,  including all  investments  and income from the investment of such moneys,
(e) all of the Issuer's  right,  title and interest then or thereafter  acquired
under the Contribution and Servicing  Agreement,  (f) all of the Issuer's right,
title and interest then or thereafter  acquired  under the  Subsequent  Contract
Transfer  Agreement  and (g) all  income,  payments  and  proceeds of any of the
foregoing.

     Trust  Statute:  means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
C.ss.3801 et. seq.

     Trustee:  means the Person named as the "Trustee" in the first paragraph of
the Indenture until a successor Person shall have become the Trustee pursuant to
the applicable provisions of the Indenture,  and thereafter "Trustee" shall mean
such successor Person;  provided,  that the provisions of Sections 7.06 and 8.11
of the  Indenture,  as  applicable  to any Person at any time serving as Trustee
under the Indenture, shall survive (with respect to any period prior to the date
of such  termination)  the  termination of such Person's status as Trustee under
the Indenture and the succession of any other Person to such status.

     Trustee Fee: means an amount equal to the product of (i) one-twelfth,  (ii)
 .01% and (iii) the Aggregate  Discounted Contract Balance as of the beginning of
the previous Collection Period.

     Underwriters:  means Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Banc One Capital Markets, Inc.

     Underwriting  Agreement:  means  the  underwriting  agreement  dated  as of
November 1, 2001, by and among the  Contributor,  the Issuer and the  Transferor
and the Managing  Member as confirmed  and  accepted by Merrill  Lynch,  Pierce,
Fenner & Smith Incorporated and Banc One Capital Markets, Inc.

     Uniform  Commercial  Code or  UCC:  means,  with  respect  to a  particular
jurisdiction,  the Uniform  Commercial  Code,  as in effect from time to time in
such jurisdiction, or any successor statute thereto.

     Units: means the membership interests in the Issuer.

     Unrelated  Property:  means property or rights under a Contract conveyed or
otherwise  granted as consideration for DVI's entering into any of the foregoing
agreements,   and  not  as  collateral  or  other  credit  enhancement  for  the
performance of the obligations of the related Obligor under such agreement.

     Voting  Rights:  means,  for so long as any Notes remain  outstanding,  and
shall  encompass,  for so long as any Class A Note,  Class B Note, Class C Note,
Class D Note or Class


<PAGE>

E Note is outstanding, the voting rights as of the date of determination (i) the
votes of Class A-1 Noteholders evidencing 100% of the then-outstanding Class A-1
Note Balance,  and, after the Note Balance of such class equals zero,  then (ii)
the votes of Class A-2 Noteholders evidencing 100% of the then-outstanding Class
A-2 Note Balance,  and,  after the Note Balance of such class equals zero,  then
(iii)  the  votes  of  the  Class  A-3   Noteholders   evidencing  100%  of  the
then-outstanding  Class A-3 Note  Balance,  and,  after the Note Balance of such
class equals zero, then (iv) the votes of the Class A-4  Noteholders  evidencing
100% of the then-outstanding Class A-4 Note Balance, and, after the Note Balance
of such class equals zero, then (v) the votes of Class B Noteholders  evidencing
100% of the then-outstanding  Class B Note Balance,  and, after the Note Balance
of such  class  equals  zero,  then (vi) the  votes of the  Class C  Noteholders
evidencing  100% of the  then-outstanding  Class C Note Balance,  and, after the
Note  Balance  of such  class  equals  zero,  then  (vii)  the  votes of Class D
Noteholders  evidencing 100% of the then-outstanding  Class D Note Balance, and,
after the Note Balance of such class  equals zero,  then (viii) the votes of the
Class  E  Noteholders  evidencing  100%  of the  then-outstanding  Class  E Note
Balance.  When none of the Class A Notes,  Class B Notes, Class C Notes, Class D
Notes and  Class E Notes is  outstanding,  100% of the  Voting  Rights  shall be
exercised  by the Holders of the Class F  Instrument,  if any.  When used in the
Transaction  Documents,  "50% of the Voting  Rights"  and "66 2/3% of the Voting
Rights" shall be deemed to refer to fifty, and sixty-six and two-thirds percent,
respectively,  of each class of Notes then Outstanding and then entitled to vote
as  measured  by the  Outstanding  Note  Balance  of such  class on such date of
determination.