<PAGE>
                                                                     EXHIBIT 4.3










                                    INDENTURE

                                     between

             DISTRIBUTION FINANCIAL SERVICES RV/MARINE TRUST 2001-1,
                                    as Issuer

                                       and

                                 HSBC BANK USA,
                              as Indenture Trustee


                          Dated as of November 1, 2001




<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                                                             <C>
                                                     ARTICLE I
                                    Definitions and Incorporation by Reference

SECTION 1.01  Definitions.........................................................................................2
SECTION 1.02  Incorporation by Reference of Trust Indenture Act...................................................2
SECTION 1.03  Rules of Construction...............................................................................2

                                                    ARTICLE II
                                                     The Notes

SECTION 2.01  Form................................................................................................3
SECTION 2.02  Execution, Authentication and Delivery..............................................................3
SECTION 2.03  Temporary Notes.....................................................................................4
SECTION 2.04  Registration; Registration of Transfer and Exchange.................................................4
SECTION 2.05  Mutilated, Destroyed, Lost or Stolen Notes..........................................................5
SECTION 2.06  Persons Deemed Owner................................................................................6
SECTION 2.07  Payment of Principal and Interest; Defaulted Interest...............................................6
SECTION 2.08  Cancellation........................................................................................7
SECTION 2.09  Reserved............................................................................................8
SECTION 2.10  BookEntry Notes.....................................................................................8
SECTION 2.11  Notices to Clearing Agency..........................................................................9
SECTION 2.12  Definitive Notes....................................................................................9
SECTION 2.13  Tax Treatment.......................................................................................9

                                                    ARTICLE III
                                                     COVENANTS

SECTION 3.01  Payment of Principal and Interest...................................................................9
SECTION 3.02  Maintenance of Office or Agency....................................................................10
SECTION 3.03  Money for Payments To Be Held in Trust.............................................................10
SECTION 3.04  Existence..........................................................................................11
SECTION 3.05  Protection of Trust Estate.........................................................................12
SECTION 3.06  Opinions as to Trust Estate........................................................................12
SECTION 3.07  Performance of Obligations; Servicing of Receivables...............................................13
SECTION 3.08  Negative Covenants.................................................................................14
SECTION 3.09  Annual Statement as to Compliance..................................................................15
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms................................................15
SECTION 3.11  Successor or Transferee............................................................................17
SECTION 3.12  No Other Business..................................................................................17
SECTION 3.13  No Borrowing.......................................................................................17
SECTION 3.14  Servicer's Obligations.............................................................................17
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities..................................................17
</TABLE>


                                       -i-
<PAGE>

<TABLE>
<S>           <C>                                                                                             <C>
SECTION 3.16  Capital Expenditures...............................................................................18
SECTION 3.17  (Reserved).........................................................................................18
SECTION 3.18  Restricted Payments................................................................................18
SECTION 3.19  Notice of Events of Default........................................................................18
SECTION 3.20  Further Instruments and Acts.......................................................................18

                                                    ARTICLE IV
                                            SATISFACTION AND DISCHARGE

SECTION 4.01  Satisfaction and Discharge of Indenture............................................................18
SECTION 4.02  Application of Trust Money.........................................................................19
SECTION 4.03  Repayment of Moneys Held by Paying Agent...........................................................20

                                                     ARTICLE V
                                                     REMEDIES

SECTION 5.01  Events of Default..................................................................................20
SECTION 5.02  Acceleration of Maturity; Rescission and Annulment.................................................21
SECTION 5.03  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..........................22
SECTION 5.04  Remedies; Priorities...............................................................................24
SECTION 5.05  Optional Preservation of the Receivables...........................................................26
SECTION 5.06  Limitation of Suits................................................................................26
SECTION 5.07  Unconditional Rights of Noteholders To Receive Principal and Interest..............................27
SECTION 5.08  Restoration of Rights and Remedies.................................................................27
SECTION 5.09  Rights and Remedies Cumulative.....................................................................27
SECTION 5.10  Delay or Omission Not a Waiver.....................................................................27
SECTION 5.11  Control by Noteholders.............................................................................27
SECTION 5.12  Waiver of Past Defaults............................................................................28
SECTION 5.13  Undertaking for Costs..............................................................................28
SECTION 5.14  Waiver of Stay or Extension Laws...................................................................29
SECTION 5.15  Action on Notes....................................................................................29
SECTION 5.16  Performance and Enforcement of Certain Obligations.................................................29

                                                    ARTICLE VI
                                               THE INDENTURE TRUSTEE

SECTION 6.01  Duties of Indenture Trustee........................................................................30
SECTION 6.02  Rights of Indenture Trustee........................................................................31
SECTION 6.03  Individual Rights of Indenture Trustee.............................................................32
SECTION 6.04  Indenture Trustee's Disclaimer.....................................................................32
SECTION 6.05  Notice of Defaults.................................................................................32
SECTION 6.06  Reports by Indenture Trustee to Holders............................................................32
SECTION 6.07  Compensation and Indemnity.........................................................................32
SECTION 6.08  Replacement of Indenture Trustee...................................................................33
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>           <C>                                                                                             <C>
SECTION 6.09  Successor Indenture Trustee by Merger..............................................................34
SECTION 6.10  Appointment of CoIndenture Trustee or Separate Indenture Trustee...................................34
SECTION 6.11  Eligibility; Disqualification......................................................................35
SECTION 6.12  Preferential Collection of Claims Against Issuer...................................................36
SECTION 6.13  Representations and Warranties.....................................................................36
SECTION 6.14  Notice of Events...................................................................................36

                                                    ARTICLE VII
                                          NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.01  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.............................37
SECTION 7.02  Preservation of Information; Communications to Noteholders.........................................37
SECTION 7.03  Reports by Issuer..................................................................................37
SECTION 7.04  Reports by Indenture Trustee.......................................................................38

                                                   ARTICLE VIII
                                       ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.01  Collection of Money................................................................................38
SECTION 8.02  Trust Accounts.....................................................................................38
SECTION 8.03  General Provisions Regarding Accounts..............................................................43
SECTION 8.04  Release of Trust Estate............................................................................44
SECTION 8.05  Opinion of Counsel.................................................................................44

                                                    ARTICLE IX
                                              SUPPLEMENTAL INDENTURES

SECTION 9.01  Supplemental Indentures Without Consent of Noteholders.............................................45
SECTION 9.02  Supplemental Indentures with Consent of Noteholders................................................46
SECTION 9.03  Execution of Supplemental Indentures...............................................................48
SECTION 9.04  Effect of Supplemental Indenture...................................................................48
SECTION 9.05  Conformity with Trust Indenture Act................................................................48
SECTION 9.06  Reference in Notes to Supplemental Indentures......................................................48

                                                     ARTICLE X
                                                REDEMPTION OF NOTES

SECTION 10.01  Redemption........................................................................................48
SECTION 10.02  Form of Redemption Notice.........................................................................49
SECTION 10.03  Notes Payable on Redemption Date..................................................................49
</TABLE>




                                      -iii-
<PAGE>
<TABLE>
<S>            <C>                                                                                              <C>
                                                    ARTICLE XI
                                                   MISCELLANEOUS

SECTION 11.01  Compliance Certificates and Opinions, etc.........................................................49
SECTION 11.02  Form of Documents Delivered to Indenture Trustee..................................................51
SECTION 11.03  Acts of Noteholders...............................................................................52
SECTION 11.04  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies...................................53
SECTION 11.05  Notices to Noteholders; Waiver....................................................................53
SECTION 11.06  Alternate Payment and Notice Provisions...........................................................54
SECTION 11.07  Conflict with Trust Indenture Act.................................................................54
SECTION 11.08  Effect of Headings and Table of Contents..........................................................54
SECTION 11.09  Successors and Assigns............................................................................54
SECTION 11.10  Separability......................................................................................54
SECTION 11.11  Benefits of Indenture.............................................................................54
SECTION 11.12  Legal Holidays....................................................................................54
SECTION 11.13  GOVERNING LAW.....................................................................................55
SECTION 11.14  Counterparts......................................................................................55
SECTION 11.15  Recording of Indenture............................................................................55
SECTION 11.16  Trust Obligation..................................................................................55
SECTION 11.17  No Petition.......................................................................................55
SECTION 11.18  No Prohibited Transaction.........................................................................56
SECTION 11.19  Inspection........................................................................................56
SECTION 11.20  Submission to Jurisdiction........................................................................56
</TABLE>

EXHIBIT A - Form of Note (Section 2.01)



                                      -iv-
<PAGE>
                            CROSS REFERENCE TABLE(1)

<TABLE>
<CAPTION>
  TIA                                                                                            Indenture
Section                                                                                            Section
<S>      <C>                                                                                <C>
310      (a) (1)......................................................................................6.11
         (a) (2)......................................................................................6.11
         (a) (3)......................................................................................6.10
         (a) (4)......................................................................................N.A.(2)
         (a) (5)......................................................................................6.11
         (b)....................................................................................6.08; 6.11
         (c)..........................................................................................N.A.
311      (a)..........................................................................................6.12
         (b)..........................................................................................6.12
         (c)..........................................................................................N.A.
312      (a)..........................................................................................7.01
         (b)..........................................................................................7.02
         (c)..........................................................................................7.02
         (d)..........................................................................................7.04
313      (a)..........................................................................................7.04
         (b) (1)......................................................................................7.04
         (b) (2)................................................................................7.04; 11.5
         (c)..........................................................................................7.04
         (d)..........................................................................................7.03
314      (a).........................................................................................11.01
         (b).........................................................................................11.15
         (c) (1).....................................................................................11.01
         (c) (2).....................................................................................11.01
         (c) (3).....................................................................................11.01
         (d).........................................................................................11.01
         (e).........................................................................................11.01
         (f).........................................................................................11.01
315      (a)..........................................................................................6.01
         (b)...................................................................................6.05; 11.05
         (c)..........................................................................................6.01
         (d)..........................................................................................6.01
         (e)..........................................................................................5.13
316      (a) (last sentence)..........................................................................2.07
         (a) (1) (A)..................................................................................5.11
</TABLE>
-----------------------
    (1)   Note: This Cross Reference Table shall not, for any purpose, be deemed
          to be part of this Indenture.

    (2)   N.A. means Not Applicable.



                                       -v-
<PAGE>

<TABLE>
<S>      <C>                                                                                        <C>
         (a) (1) (B)..................................................................................5.12
         (a) (2)......................................................................................5.11
         (b)..........................................................................................5.07
         (c)..........................................................................................N.A.
317      (a) (1)......................................................................................5.03
         (a) (2)......................................................................................5.03
         (b)..........................................................................................3.03
318      (a).........................................................................................11.07
</TABLE>




                                      -vi-
<PAGE>

         INDENTURE dated as of November 1, 2001, between DISTRIBUTION FINANCIAL
SERVICES RV/MARINE TRUST 2001-1, a New York common law trust (the "Issuer"), and
HSBC BANK USA, a New York banking corporation, as trustee and not in its
individual capacity (the "Indenture Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Class A-1 Asset
Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class
A-4 Asset Backed Notes, Class A-5 Asset Backed Notes, Class B Asset Backed
Notes, Class C Asset Backed Notes and Class D Asset Backed Notes (together, the
"Notes"):

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in, to and under: (a) the Receivables and all
moneys received thereon after the Cutoff Date; (b) the security interests in the
Financed Assets (other than Federally Documented Boats) created pursuant to the
Receivables and any other interest of the Issuer in such Financed Assets; (c)
any proceeds with respect to the Receivables under any Insurance Policies; (d)
any proceeds from recourse to Dealers; (e) any Financed Asset acquired in
repossession; (f) the contents of the Receivable Files and all rights, benefits
and proceeds arising therefrom or in connection therewith; (g) all funds on
deposit from time to time in the Trust Accounts, and all investments and
proceeds thereof (including all income thereon); (h) the DFS/Ganis Transfer
Agreement, the Ganis/Depositor Transfer Agreement, the Transfer and Servicing
Agreement and the Boat Mortgage Trust Agreement (but only, in the case of the
Boat Mortgage Agreement, the extent relating to the Federally Documented Boats);
and (i) all present and future claims, demands, causes of action and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

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

         The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, acknowledges such Grant and accepts the trusts under this Indenture
in accordance with the provisions of this Indenture.
<PAGE>

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


         SECTION 1.01 Definitions. Except as otherwise specified herein or as
the context may otherwise require, capitalized terms used herein have the
respective meanings set forth in Appendix A to the Transfer and Servicing
Agreement, dated the same date as this Indenture, among Distribution Financial
Services RV/Marine Trust 2001-1 (the "Issuer"), Deutsche Recreational Asset
Funding Corporation (the "Depositor"), and Deutsche Financial Services
Corporation, as the Servicer.

         SECTION 1.02 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

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

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

         SECTION 1.03 Rules of Construction. Unless the context otherwise
requires:

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

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

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;


                                       -2-
<PAGE>

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

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


                                   ARTICLE II

                                    THE NOTES


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

         The definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

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

         SECTION 2.02 Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         The Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$189,000,000, Class A-2 Notes for original issue in an aggregate principal
amount of $54,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $90,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $95,000,000, Class A-5 Notes for original issue in
an aggregate principal amount of $72,350,000, Class B Notes for original issue
in an aggregate principal amount of $19,830,000,



                                       -3-
<PAGE>

Class C Notes for original issue in an aggregate principal amount of $9,270,000
and Class D Notes for original issue in an aggregate principal amount of
$13,250,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes
and Class D Notes outstanding at any time may not exceed such respective amounts
except as provided in Section 2.05.

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

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

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

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

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

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


                                       -4-
<PAGE>

of the Note Registrar by an Executive Officer thereof as to the names and
addresses of the Holders of the Notes and the principal amounts and number of
such Notes.

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

         At the option of the Holder, Notes may be exchanged for other Notes of
the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.

         Whenever any Notes are so surrendered for exchange, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, the Notes which the Noteholder making the
exchange is entitled to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements may include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.

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

         SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
the Issuer shall execute, and upon its request the


                                       -5-
<PAGE>

Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same Class; provided, however, that if any such destroyed, lost or stolen Note,
but not a mutilated Note, shall have become or within seven days shall be due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Redemption Date without surrender thereof. If, after
the delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of
the original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

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

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

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

         SECTION 2.06 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination except as provided in
Section 2.07) as the owner of such Note for the purpose of receiving payments of
principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the
Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

         SECTION 2.07 Payment of Principal and Interest; Defaulted Interest.

         (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes, the Class A-5 Notes, the Class B Notes, the Class C Notes and
the Class D Notes shall accrue interest at the Class A-1 Interest Rate, the
Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest
Rate, the Class A-5 Interest Rate, the Class B Interest Rate, the Class C
Interest Rate and the Class D Interest Rate, respectively, and such interest
shall be due and payable on each Monthly Payment Date. Any installment of
interest or principal payable on a Note that is punctually



                                       -6-
<PAGE>

paid or duly provided for by the Issuer on the applicable Monthly Payment Date
shall be paid to the Person in whose name such Note (or one or more Predecessor
Notes) is registered at the close of business on the Record Date by check mailed
first-class postage prepaid to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12, with respect to Notes registered at the close
of business on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee shall be Cede & Co.), payment shall be made by wire
transfer in immediately available funds to the account designated by such
nominee, except for the final installment of principal payable with respect to
such Note on a Monthly Payment Date or on the applicable class Stated Maturity
Date (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.01) which shall be payable as provided below. The funds
represented by any such checks returned undelivered shall be held in accordance
with Section 3.03.

         (b) The principal of each Note shall be payable in installments on each
Monthly Payment Date; provided, however, that the entire unpaid principal amount
of each Note shall be due and payable on the applicable class Stated Maturity
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable, if not previously paid, if an Event of Default
shall have occurred and be continuing and if the Indenture Trustee or the
holders of a majority of the Controlling Class of Notes have declared the Notes
to be immediately due and payable in the manner provided in Section 5.02. All
principal and interest payments on each Class of Notes shall be made pro rata to
the Noteholders of such Class entitled thereto. The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Monthly Payment Date on which the Issuer expects
that the final installment of principal of and interest on such Note shall be
paid if the Issuer or the Servicer has notified the Indenture Trustee of such
expectation at least five Business Days prior to such Record Date. Such notice
shall be mailed or transmitted by facsimile prior to such final Monthly Payment
Date and shall specify that such final installment shall be payable to the
Holder of record as of the applicable Record Date only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.02.

         (c) If any interest payable on any Class of Notes is not paid on any
Monthly Payment Date, interest on such unpaid interest shall accrue at the
applicable Interest Rate, and to the extent unpaid shall be due and payable on
succeeding Monthly Payment Dates, to the extent permitted by law.

         (d) A Noteholder's portion of the aggregate outstanding principal
balance of the related Class of Notes is the product of (i) the original
denomination of such Noteholder's Notes and (ii) the applicable Note Pool
Factor.

         SECTION 2.08 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner


                                       -7-
<PAGE>

whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided, that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.

         SECTION 2.09 Reserved.

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

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

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

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

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

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


                                       -8-
<PAGE>

                           percentage of the beneficial interest in the Notes
                           and has delivered such instructions to the Indenture
                           Trustee.

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

         SECTION 2.12 Definitive Notes. If (i) the Depositor advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Notes and the Depositor is unable to locate a qualified successor within 90 days
of the giving of such advice, (ii) the Depositor at its option advises the
Indenture Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of Default
or a Servicer Default, Note Owners of the Book-Entry Notes representing
beneficial interests aggregating at least a majority of the Outstanding Amount
of such Notes advise the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of such Note Owners, then the Clearing Agency shall notify all Note Owners and
the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.

         SECTION 2.13 Tax Treatment. The Issuer has entered into this Indenture,
and the Notes shall be issued, with the intention that, for all purposes
including federal, state and local income, single business and franchise tax
purposes, the Notes shall qualify as indebtedness of the Issuer secured by the
Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder,
by its acceptance of a Note (and each Note Owner by its acceptance of an
interest in the applicable Book-Entry Note), agree to treat the Notes for all
purposes, including federal, state and local income, single business and
franchise tax purposes, as indebtedness of the Issuer.


                                   ARTICLE III

                                    COVENANTS

         SECTION 3.01 Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing, subject to Section 8.02(c), the Issuer shall cause to be distributed
all amounts on deposit in the Collection Account and Principal Distribution
Account on a Monthly Payment Date deposited therein pursuant to the Transfer and
Servicing Agreement and


                                       -9-
<PAGE>

the Indenture (i) for the benefit of the Class A-1 Notes, to the Class A-1
Noteholders, (ii) for the benefit of the Class A-2 Notes, to the Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to the Class A-3
Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class A-4
Noteholders, (v) for the benefit of the Class A-5 Notes, to the Class A-5
Noteholders, (vi) for the benefit of the Class B Notes, to the Class B
Noteholders, (vii) for the benefit of the Class C Notes, to the Class C
Noteholders and (viii) for the benefit of the Class D Notes, to the Class D
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

         SECTION 3.02 Maintenance of Office or Agency. The Issuer shall maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer shall give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.

         SECTION 3.03 Money for Payments To Be Held in Trust. All payments of
amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Collection Account and the Note Distribution Account
pursuant to Section 8.02 shall be made on behalf of the Issuer by the Indenture
Trustee or by another Paying Agent, and no amounts so withdrawn from the
Collection Account and the Principal Distribution Account for payments of Notes
shall be paid over to the Issuer except as provided in this Section.

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

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

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



                                      -10-
<PAGE>

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

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

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

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

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

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

         SECTION 3.04 Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a trust under the laws of the State of New
York (unless it becomes, or any successor


                                      -11-
<PAGE>

Issuer hereunder is or becomes, organized under the laws of any other State or
of the United States of America, in which case the Issuer shall keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction) and shall obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes, the
Collateral and each other instrument or agreement included in the Trust Estate.

         SECTION 3.05 Protection of Trust Estate. The Issuer shall from time to
time execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and shall take such other action necessary or advisable
to:

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

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

                  (iii)    enforce any of the Collateral; or

                  (iv)     preserve and defend title to the Trust Estate and the
                           rights of the Indenture Trustee and the Noteholders
                           in such Trust Estate against the claims of all
                           persons and parties.

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument prepared by the Issuer required to be executed pursuant to this
Section 3.05.

         SECTION 3.06 Opinions as to Trust Estate.

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

         (b) On or before March 15, in each calendar year, beginning in 2002,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements as is necessary to maintain the lien and security interest created by
this Indenture and reciting the details of such action, or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing,


                                      -12-
<PAGE>

re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and the execution and filing of any financing
statements and continuation statements that shall, in the opinion of such
counsel, be required to maintain the lien and security interest of this
Indenture until March 15 in the following calendar year.

         SECTION 3.07 Performance of Obligations; Servicing of Receivables.

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

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Servicer to assist the Issuer in performing its
duties under this Indenture.

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

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

         (e) As promptly as possible after notice of termination of the
Servicer's rights and powers has been given to the Servicer pursuant to Section
8.01 of the Transfer and Servicing Agreement, the Indenture Trustee shall
appoint a successor servicer (the "Successor Servicer"), and such Successor
Servicer shall accept its appointment by a written assumption in a form
acceptable to the Indenture Trustee. Any Successor Servicer other than the
Indenture Trustee shall (i) be an established financial institution having a net
worth of not less than $100,000,000 and whose regular business includes the
servicing of Contracts and (ii) enter into a servicing agreement with the Issuer
having substantially the same provisions as the provisions of the Transfer and
Servicing Agreement applicable to the Servicer which is being replaced by such
Successor Servicer. If the Indenture Trustee shall succeed to the Servicer's
duties as servicer of the Receivables as provided herein and in the Transfer and
Servicing Agreement, it shall do so in its individual capacity and not in its
capacity as Indenture Trustee and, accordingly, the provisions of Article VI
hereof shall be


                                      -13-
<PAGE>
inapplicable to the Indenture Trustee in its duties as the successor to the
Servicer and in connection with the Indenture Trustee's servicing of the
Receivables. In case the Indenture Trustee shall become successor to the
Servicer under the Transfer and Servicing Agreement, the Indenture Trustee shall
be entitled to receive the Servicing Fee in accordance with the Basic Documents
(so long as it is acting as Servicer) and shall also be entitled to appoint as
Servicer any one of its Affiliates, provided that it shall be fully liable for
the actions and omissions of such Affiliate in such capacity as Successor
Servicer.

         (f) (Reserved.)

         (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it shall not, without
the prior written consent of the Indenture Trustee or the holders of a majority
of the Controlling Class of Notes, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise provided in the Transfer and Servicing Agreement) or the Basic
Documents, or waive timely performance or observance by any Person under the
Basic Documents; and (ii) that any such amendment, modification, waiver,
supplement, termination or surrender shall not (A) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, distributions that
are required to be made for the benefit of the Noteholders or (B) reduce the
aforesaid percentage of the Notes that is required to consent to any such
amendment, without the consent of the Holders of all the Outstanding Notes. If
any such amendment, modification, waiver, supplement, termination or surrender
shall be so consented to by the Indenture Trustee or such Holders, the Issuer
agrees, promptly following a request by the Indenture Trustee to do so, to
execute and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as the Indenture Trustee may deem
necessary or appropriate in the circumstances.

         SECTION 3.08 Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

                  (i)      except as expressly permitted by this Indenture or
                           any other Basic Document sell, transfer, exchange or
                           otherwise dispose of any of the properties or assets
                           of the Issuer, including those included in the Trust
                           Estate, unless directed to do so by the Indenture
                           Trustee, or dissolve or liquidate in whole or in
                           part;

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

                  (iii)    (A) permit the validity or effectiveness of this
                           Indenture to be impaired, or permit the lien of this
                           Indenture to be amended, hypothecated, subordinated,
                           terminated or discharged, or permit any Person to be
                           released from any covenants or obligations with
                           respect to the Notes under this Indenture except


                                      -14-

<PAGE>
                           as may be expressly permitted hereby, (B) permit any
                           lien, charge, excise, claim, security interest,
                           mortgage or other encumbrance (other than the lien of
                           this Indenture) to be created on or extend to or
                           otherwise arise upon or burden the Trust Estate or
                           any part thereof or any interest therein or the
                           proceeds thereof (other than tax liens, mechanics'
                           liens and other liens that arise by operation of law,
                           in each case on any of the Financed Assets and
                           arising solely as a result of an action or omission
                           of the related Obligor) or (C) permit the lien of
                           this Indenture not to constitute a valid first
                           priority (other than with respect to any such tax,
                           mechanics' or other lien) security interest in the
                           Trust Estate.

         SECTION 3.09 Annual Statement as to Compliance. The Issuer shall
deliver to the Indenture Trustee, on or before March 15 of each year beginning
in 2002, an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

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

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

         SECTION 3.10 Issuer May Consolidate, etc., Only on Certain Terms.

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

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

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

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



                                      -15-

<PAGE>

                  (iv)     the Issuer shall have received an Opinion of Counsel
                           (and shall have delivered copies thereof to the
                           Indenture Trustee) to the effect that such
                           transaction shall not have any material adverse tax
                           consequence to the Issuer, any Noteholder or the
                           Residual Interestholder;

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

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

         (b) Except as otherwise expressly contemplated by the Transfer and
Servicing Agreement, the Issuer shall not convey or transfer any of its
properties or assets, including those included in the Trust Estate, to any
Person, unless:

                  (i)      the Person that acquires by conveyance or transfer
                           the properties and assets of the Issuer the
                           conveyance or transfer of which is hereby restricted
                           (A) shall be a United States citizen or a Person
                           organized and existing under the laws of the United
                           States of America or any State, (B) expressly
                           assumes, by an indenture supplemental hereto,
                           executed and delivered to the Indenture Trustee, in
                           form satisfactory to the Indenture Trustee, the due
                           and punctual payment of the principal of and interest
                           on all Notes and the performance or observance of
                           every agreement and covenant of this Indenture on the
                           part of the Issuer to be performed or observed, all
                           as provided herein, (C) expressly agrees by means of
                           such supplemental indenture that all right, title and
                           interest so conveyed or transferred shall be subject
                           and subordinate to the rights of Holders of the
                           Notes, (D) unless otherwise provided in such
                           supplemental indenture, expressly agrees to
                           indemnify, defend and hold harmless the Issuer
                           against and from any loss, liability or expense
                           arising under or related to this Indenture and the
                           Notes and (E) expressly agrees by means of such
                           supplemental indenture that such Person (or if a
                           group of Persons, then one specified Person) shall
                           make all filings with the Commission (and any other
                           appropriate Person) required by the Exchange Act in
                           connection with the Notes;

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

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

                  (iv)     the Issuer shall have received an Opinion of Counsel
                           (and shall have delivered copies thereof to the
                           Indenture Trustee) to the effect that such

                                      -16-
<PAGE>

                           transaction shall not have any material adverse tax
                           consequence to the Issuer, any Noteholder or the
                           Residual Interestholder;

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

                  (vi)     the Issuer shall have delivered to the Indenture
                           Trustee an Officer's Certificate and an Opinion of
                           Counsel each stating that such conveyance or transfer
                           and such supplemental indenture comply with this
                           Article III and that all conditions precedent herein
                           provided for relating to such transaction have been
                           complied with (including any filing required by the
                           Exchange Act).

         SECTION 3.11 Successor or Transferee.

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

         (b) Upon a conveyance or transfer of the assets and properties of the
Issuer including the Trust Estate pursuant to Section 3.10(b), (i) the Person
acquiring such assets and properties shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such Person had been named as the Issuer herein and (ii)
Distribution Financial Services RV/Marine Trust 2001-1 shall be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee stating that Distribution Financial
Services RV/Marine Trust 2001-1 is to be so released.

         SECTION 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other Basic
Documents and activities incidental thereto.

         SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness other than as contemplated by this Indenture and the other Basic
Documents.

         SECTION 3.14 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.09, 4.10, 4.11 and Article IX of the Transfer
and Servicing Agreement.

         SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Transfer and Servicing Agreement or this Indenture, the
Issuer shall not make any loan or advance of credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently


                                      -17-
<PAGE>

to do so) any stock, obligations, assets or securities of, or any other interest
in, or make any capital contribution to, any other Person.

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

         SECTION 3.17 (Reserved).

         SECTION 3.18 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, distributions
as contemplated by, and to the extent funds are available for such purpose
under, this Indenture, the Transfer and Servicing Agreement or the Trust
Agreement. The Issuer shall not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the other Basic Documents.

         SECTION 3.19 Notice of Events of Default. In addition to its
obligations under the last paragraph of Section 5.01, the Issuer shall give the
Indenture Trustee and the Rating Agencies written notice of each Event of
Default hereunder and each default on the part of the Servicer, DFS, the
Transferor or the Depositor of its obligations under the Transfer and Servicing
Agreement, in each case promptly after becoming aware of such Event of Default
or default.

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


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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




                                      -18-

<PAGE>



         (A)      either

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

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

                           a.       have become due and payable,

                           b.       shall become due and payable at the
                           applicable Stated Maturity Date within one year, or

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

         and the Issuer, in the case of a., b, or c, above, has irrevocably
         deposited or caused to be irrevocably deposited with the Indenture
         Trustee cash or direct obligations of or obligations guaranteed by the
         United States of America (which shall mature prior to the date such
         amounts are payable), in trust for such purpose, in an amount
         sufficient to pay and discharge the entire indebtedness on such Notes
         not theretofore delivered to the Indenture Trustee for cancellation
         when due to the applicable Stated Maturity Date or Redemption Date (if
         Notes shall have been called for redemption pursuant to Section 10.01),
         as the case may be;

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

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

         SECTION 4.02 Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be


                                      -19-

<PAGE>



segregated from other funds except to the extent required herein or in the
Transfer and Servicing Agreement or required by law.

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


                                    ARTICLE V

                                    REMEDIES

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

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

                  (ii)     default in the payment of any portion of the unpaid
                           principal balance of any Class of Notes on the Stated
                           Maturity Date of such Class of Notes; or

                  (iii)    default in the observance or performance of any
                           covenant or agreement of the Issuer made in this
                           Indenture (other than a covenant or agreement, a
                           default in the observance or performance of which is
                           elsewhere in this Section specifically dealt with),
                           or any representation or warranty of the Issuer made
                           in this Indenture or in any certificate or other
                           writing delivered pursuant hereto or in connection
                           herewith proving to have been incorrect in any
                           material respect as of the time when the same shall
                           have been made, and such default shall continue or
                           not be cured, or the circumstance or condition in
                           respect of which such representation or warranty was
                           incorrect shall not have been eliminated or otherwise
                           cured, for a period of 30 days after there shall have
                           been given, by registered or certified mail, to the
                           Issuer by the Indenture Trustee (or to the Issuer and
                           the Indenture Trustee by the Holders of Notes
                           representing at least 25% of the Outstanding Amount
                           of the Notes) a written notice specifying such
                           default or incorrect representation or warranty and
                           requiring it to be remedied and stating that such
                           notice is a notice of Default hereunder; or

                  (iv)     the filing of a decree or order for relief by a court
                           having jurisdiction in the premises in respect of the
                           Issuer or any substantial part of the Trust Estate in


                                      -20-

<PAGE>



                           an involuntary case under any applicable federal or
                           state bankruptcy, insolvency or other similar law now
                           or hereafter in effect, or appointing a receiver,
                           liquidator, assignee, custodian, trustee,
                           sequestrator or similar official of the Issuer or for
                           any substantial part of the Trust Estate, or ordering
                           the winding-up or liquidation of the Issuer's
                           affairs, and such decree or order shall remain
                           unstayed and in effect for a period of 60 consecutive
                           days; or

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

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

         SECTION 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default, other than a payment default, should occur and be continuing,
then and in every such case the Indenture Trustee or the holders of a majority
of the Controlling Class of Notes may declare all of the Notes to be immediately
due and payable, by a notice in writing to the Issuer (and to the Indenture
Trustee if given by Noteholders). If an Event of Default should occur as a
result of failure to pay interest when due on the Controlling Class of Notes, or
as a result of failure to pay principal on any Class of Notes upon the
Redemption Date or the Stated Maturity Date of such Class of Notes, then and in
every such case the Indenture Trustee or the Holders of Notes representing not
less than a majority of the Outstanding Amount of the Highest Priority Notes may
make such declaration. Upon such declaration, the unpaid principal of all the
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable. The "Highest Priority
Notes" are the Class A Notes; and when no Class A Notes remain outstanding, the
Class B Notes; and when no Class B Notes remain outstanding, the Class C Notes,
and thereafter the Class D Notes as long as Class D Notes are outstanding.

         At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
holders of a majority of the Controlling Class of Notes by written notice to the
Issuer and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:

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


                                      -21-

<PAGE>




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

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

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

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

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

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

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

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.04, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders, by
such appropriate Proceedings as the Indenture Trustee shall deem most effective
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency

                                      -22-

<PAGE>



or other similar law, or in case a receiver or trustee in bankruptcy or
reorganization, or liquidator, sequestrator or similar official, shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

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

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

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

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

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

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except as contemplated by clause (d)(ii)
above.




                                      -23-

<PAGE>




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

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

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

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

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

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

                  (iv)     sell the Trust Estate or any portion thereof or
                           rights or interest therein, at one or more public or
                           private sales called and conducted in any manner
                           permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an Event of
Default described in Section 5.01(i) or (ii), unless (A) the Holders of 100% of
the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such
sale or liquidation distributable to the Noteholders are sufficient to discharge
in full all amounts then due and unpaid upon such Notes for principal and
interest at the time of such sale or liquidation or (C) the Indenture Trustee
determines that the Trust Estate shall not continue to provide sufficient funds
for the payment of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of Holders of Notes representing at least 66 2/3% of
the Outstanding Amount of the Controlling Class of Notes. In determining such
sufficiency or insufficiency with respect to clause (B) and (C), the Indenture
Trustee may, but need not, obtain at the Issuer's expense and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.




                                      -24-

<PAGE>




         (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property on each Monthly Payment
Date in accordance with Section 8.02(f).

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

         SECTION 5.05 Optional Preservation of the Receivables. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Trust Estate. It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Notes, and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the Trust
Estate. In determining whether to maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain at the Issuer's expense and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

         SECTION 5.06 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

                  (ii)     the Holders of Notes representing not less than 25%
                           of the Outstanding Amount of the Notes have made
                           written request to the Indenture Trustee to institute
                           such Proceeding in respect of such Event of Default
                           in its own name as Indenture Trustee hereunder;

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

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

                  (v)      no direction inconsistent with such written request
                           has been given to the Indenture Trustee during such
                           60-day period by the holders of a majority of the
                           Controlling Class of Notes.

It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or


                                      -25-

<PAGE>



prejudice the rights of any other Holders of Notes or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided.

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

         SECTION 5.07 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

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

         SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

         SECTION 5.11 Control by Noteholders. Subject to Section 5.16(b), the
holders of a majority of the Controlling Class of Notes shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided that:


                                      -26-

<PAGE>




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

                  (ii)     subject to the express terms of Section 5.04, any
                           direction to the Indenture Trustee to sell or
                           liquidate the Trust Estate shall be by holders of the
                           Controlling Class of Notes representing not less than
                           100% of the Outstanding Amount of such Notes;

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

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

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

         SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
holders of a majority of the Controlling Class of Notes may waive any Default or
Event of Default then existing and its consequences except a Default or Event of
Default (a) in payment of principal of or interest on any of the Notes, which
shall be waived only with the consent of the Holder of each Note, or (b) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Note. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereto.

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

         SECTION 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of a Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith

                                      -27-

<PAGE>



of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to (a) any suit instituted by the Indenture
Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in
each case holding in the aggregate Notes representing more than 10% of the
Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).

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

         SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b).

         SECTION 5.16 Performance and Enforcement of Certain Obligations.

         (a) If an Event of Default has occurred and is continuing, promptly
following a request from the Indenture Trustee to do so, the Issuer shall take
all such lawful action as the Indenture Trustee may request to compel or secure
the performance and observance by any party to the Transfer and Servicing
Agreement, of each of such party's obligations to the Issuer under or in
connection with the Transfer and Servicing Agreement, and to exercise any and
all rights, remedies, powers and privileges lawfully available to the Issuer
under or in connection with the Transfer and Servicing Agreement to the extent
and in the manner directed by the Indenture Trustee, including the transmission
of notices of default on the part of any party to the Transfer and Servicing
Agreement and the institution of legal or administrative actions or proceedings
to compel or secure performance by any party to the Transfer and Servicing
Agreement of such party's obligations under the Transfer and Servicing
Agreement.

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone (confirmed in writing promptly thereafter)) of the holders of
the Controlling Class of Notes representing at least 66 2/3% of the Outstanding
Amount of such Notes shall, subject to the proviso and last sentence of Section
5.11, exercise all rights, remedies, powers, privileges and claims of the Issuer
against any party to any of the Basic Documents under or in connection with any
of the Basic Documents, including the right

                                      -28-

<PAGE>




or power to take any action to compel or secure performance or observance by any
party to any of the Basic Documents of such party's obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under any of the Basic Documents, and any right of the
Issuer to take such action shall be suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE


         SECTION 6.01 Duties of Indenture Trustee.

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

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

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

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

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

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

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

                  (iii)    the Indenture Trustee shall not be liable with
                           respect to any action it takes or omits to take in
                           good faith in accordance with a direction received by
                           it pursuant to Section 5.11 or Section 5.16(b).



                                      -29-

<PAGE>




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

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

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

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

         (h) Every provision of this Indenture or the Transfer and Servicing
Agreement relating to the conduct or affecting the liability of or affording
protection to the Indenture Trustee shall be subject to the provisions of this
Section and to the provisions of the TIA.

         SECTION 6.02 Rights of Indenture Trustee.

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

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

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

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

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



                                      -30-

<PAGE>




         (f) The Indenture 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 Indenture Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.

         (g) The Indenture Trustee shall not be charged with knowledge of any
Default, Event of Default or Servicer Default unless (i) a Responsible Officer
of the Indenture Trustee assigned to its Corporate Trust Office shall have
actual knowledge thereof or (ii) written notice thereof shall have been given to
the Indenture Trustee by the Issuer, the Depositor, the Servicer or any
Noteholder.

         SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer, the Depositor, the Servicer or
their respective Affiliates with the same rights it would have if it were not
Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying
agent may do the same with like rights. However, the Indenture Trustee must
comply with Sections 6.11 and 6.12.

         SECTION 6.04 Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Collateral or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in this Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication. The Indenture
Trustee shall have no responsibility for reviewing the contents of the
Receivable Files or for maintaining custody of or protecting same, for
monitoring the servicing of the Receivables by the Servicer or for perfecting or
continuing the perfection of the Indenture Trustee's security interest in the
Collateral, including the filing, re-filing, recording or re-recording of any
notice, instrument or document in any public office at any time or times. The
Indenture Trustee shall have no duty to conduct any affirmative investigation as
to the occurrence of any condition requiring the purchase of any Receivable
pursuant to the Transfer and Servicing Agreement.

         SECTION 6.05 Notice of Defaults. If a Default occurs and is continuing
and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within 90
days after it occurs. Except in the case of a Default in payment of principal of
or interest on any Note (including payments pursuant to the redemption
provisions of such Note), the Indenture Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

         SECTION 6.06 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder who was a Noteholder during the
applicable year, not later than the latest date permitted by law, such
information as may be required to enable such holder to prepare its federal and
state income tax returns, provided, that, such information shall consist only of
Form 1099s or any successor forms required to be given by Paying Agents to
Noteholders pursuant to the Code.




                                      -31-

<PAGE>




         SECTION 6.07 Compensation and Indemnity. The Issuer shall pay to the
Indenture Trustee from time to time reasonable compensation for its services.
The Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder. The Issuer shall defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such counsel. The Issuer need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. Without prejudice to
any other rights available to the Indenture Trustee under applicable law, when
the Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses
are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.

         SECTION 6.08 Replacement of Indenture Trustee. (a) No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer. The holders of a majority of
the Controlling Class of Notes may remove the Indenture Trustee by so notifying
the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer
shall remove the Indenture Trustee if:

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

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

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

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

         (b) The Servicer may remove the Indenture Trustee at any time and from
time to time by giving written notice of such removal to the Indenture Trustee
if any of the following events or circumstances occurs at any time (such notice
to be sent at least thirty days prior to the date of removal in the case of
clause (v) below):



                                      -32-

<PAGE>
                  (i)      the Indenture Trustee shall be legally unable to act;
                           or

                  (ii)     the Indenture Trustee shall be adjudged a bankrupt or
                           insolvent; or

                  (iii)    a receiver of the Indenture Trustee or of its
                           property shall be appointed; or

                  (iv)     any public officer shall take charge or control of
                           the Indenture Trustee or of its property or affairs
                           for the purpose of rehabilitation, conservation or
                           liquidation; or

                  (v)      the Indenture Trustee shall fail to perform, as
                           determined by the Servicer in its sole discretion,
                           any of the Indenture Trustee's duties or
                           responsibilities under this Agreement or any
                           Supplement in a manner and at a cost that is
                           satisfactory to the Servicer.

         If the Indenture Trustee resigns or is removed by the Issuer, the
Servicer or by the holders of a majority of the Controlling Class of Notes (and
the holders of a majority of the Controlling Class of Notes shall not have
appointed a successor Indenture Trustee and such successor Indenture Trustee
shall not have accepted its appointment as set forth below within 30 days after
the Indenture Trustee shall have been removed by the holders of a majority of
the Controlling Class of Notes), or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in the event of any such
resignation, removal or vacancy being referred to herein as the retiring
Indenture Trustee), the Issuer shall promptly appoint a successor Indenture
Trustee.

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

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

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

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

         SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust

                                      -33-


<PAGE>
business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee; provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The
Indenture Trustee shall provide the Rating Agencies prior written notice of any
such transaction. Such notice shall be deemed given if a description of such
transaction is published in a newspaper of general circulation in The City of
New York.

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

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

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

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

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


                                      -34-

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

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

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

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

         SECTION 6.11 Eligibility; Disqualification. (a) The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition, and the time
deposits of the Indenture Trustee shall be rated at least A-1 by Standard &
Poor's and F1+ by Fitch and P-1 by Moody's. The Indenture Trustee shall comply
with TIA Section 310(b), subject to the penultimate paragraph thereof; provided,
however, that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities of the Issuer
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

         (b) Within ninety (90) days after ascertaining the occurrence of an
Event of Default which shall not have been cured or waived, unless authorized by
the TIA or the Commission, the Indenture Trustee shall resign with respect to
the Class A Notes, the Class B Notes the Class C Notes, and/or the Class D Notes
in accordance with Section 6.08 of this Indenture, and the Issuer shall appoint
a successor Indenture Trustee for two or all of such Classes, as applicable, so
that there will be separate Indenture Trustees for the Class A Notes, the Class
B Notes, the Class C Notes and the Class D Notes. In the event the Indenture
Trustee fails to comply with the terms of the preceding sentence, the Indenture
Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

         (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11,
Issuer, the retiring Indenture Trustee

                                      -35-

<PAGE>



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

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

         SECTION 6.13 Representations and Warranties. The Indenture Trustee
hereby represents and warrants to the Issuer, for the benefit of the
Noteholders, that:

         (a) The Indenture Trustee is a banking corporation duly organized and
validly existing in good standing under the laws of the State of New York. The
Indenture Trustee has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Indenture and each other Basic
Document to which it is a party.

         (b) The Indenture Trustee has taken all action necessary to authorize
the execution and delivery by it of this Indenture and each of the other Basic
Documents to which it is a party, and this Indenture and each of the other Basic
Documents to which it is a party has been executed and delivered by one of its
officers who is duly authorized to execute and deliver this Indenture and each
of the other Basic Documents to which it is a party on its behalf.

         (c) This Indenture and each of the other Basic Documents to which it is
a party constitutes a legal, valid and binding obligation of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with its
respective terms, subject, as to enforceability, to applicable insolvency,
reorganization, conservatorship, receivership, liquidation and other similar
laws affecting enforcement of the rights of creditors of banks generally and to
equitable limitations on the availability of specific remedies.

         (d) Neither the execution or the delivery by the Indenture Trustee of
this Indenture and each of the other Basic Documents to which it is a party, nor
the consummation by it of the

                                      -36-

<PAGE>




transactions contemplated hereby and thereby, nor compliance by it with any of
the terms or provisions hereof and thereof, shall contravene any federal or
state law, governmental rule or regulation governing the banking or trust powers
of the Indenture Trustee or any judgment or order binding on it, or constitute
any default under its charter documents or bylaws.

         SECTION 6.14 Notice of Events. The Indenture Trustee shall give each of
the Rating Agencies notice of its resignation promptly following such
resignation.


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.01 Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; provided, however,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished.

         SECTION 7.02 Preservation of Information; Communications to
Noteholders.

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

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

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

         SECTION 7.03 Reports by Issuer.

         (a) The Issuer shall:

                  (i)      file with the Indenture Trustee, within 15 days after
                           the Issuer is required to file the same with the
                           Commission, copies of the annual reports and of the
                           information, documents and other reports (or copies
                           of such portions of any of the foregoing as the
                           Commission may from time to time by rules

                                      -37-

<PAGE>

                           and regulations prescribe) that the Issuer may be
                           required to file with the Commission pursuant to
                           Section 13 or 15(d) of the Exchange Act;

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

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

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

         SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each July 15th beginning with July 15, 2002, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.01 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such


                                     -38-

<PAGE>

action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V. Notwithstanding the foregoing provisions of this Section 8.01, the
Indenture Trustee shall not be empowered to demand payment of or to enforce
payment or performance of any Receivable, except during the continuance of an
Event of Default, and, during the pendency of such an Event of Default, shall be
protected in refraining from making any such demand or instituting any
proceeding to enforce such payment or performance as long as the Servicer shall
be servicing the Receivables.

         SECTION 8.02 Trust Accounts.

         (a) On or prior to the Closing Date, the Issuer shall cause the
Indenture Trustee to establish and maintain the Trust Accounts as provided in
Section 5.01 of the Transfer and Servicing Agreement.

         (b) Collections with respect to the Receivables and other amounts with
respect to each Collection Period shall be deposited in the Collection Account
as provided in Sections 5.02, 5.05 and 5.06 of the Transfer and Servicing
Agreement. On each Monthly Payment Date, all amounts required to be deposited in
the Principal Distribution Account with respect to the preceding Collection
Period pursuant to Sections 5.06 and 5.07 of the Transfer and Servicing
Agreement shall be transferred from the applicable Trust Account to the
Principal Distribution Account.

         (c) Except as set forth under Section 8.02(e) and (f), the Indenture
Trustee shall make the following deposits and distributions, from amounts on
deposit in the Collection Account on each Monthly Payment Date (including funds,
if any, deposited into the Collection Account from the Reserve Account) in the
following order of priority:

                  (i)      to the Servicer, the Servicing Fee and all unpaid
                           Servicing Fees from prior Collection Periods;

                  (ii)     to the Class A Noteholders:

                           (A) the aggregate amount of interest accrued for the
                           related Interest Accrual Period on the Class A Notes
                           at their respective Interest Rates on the Outstanding
                           Amount of the Class A Notes as of the previous
                           Monthly Payment Date after giving effect to all
                           payments of principal to the Class A Noteholders on
                           such previous Monthly Payment Date; provided that if
                           there are not sufficient funds available to pay the
                           entire amount of the accrued Class A Note interest,
                           the amounts available shall be applied to the payment
                           of such interest on the Class A Notes on a pro rata
                           basis based upon the amount of interest due on each
                           Class of Class A Notes; and

                           (B) the excess, if any, of the amount of interest
                           payable to the Class A Noteholders on prior Monthly
                           Payment Dates over the amounts actually paid to the
                           Class A Noteholders in respect of interest on the
                           Class A Notes

                                      -39-

<PAGE>




                           on those prior Monthly Payment Dates, plus interest
                           on any such shortfall to the extent permitted by law;

                  (iii)    to the Principal Distribution Account, the First
                           Priority Principal Distribution Amount, if any;

                  (iv)     to the Class B Noteholders:

                           (A) the aggregate amount of interest accrued for the
                           related Interest Accrual Period on the Class B Notes
                           at the Interest Rate on such Notes on the Outstanding
                           Amount of the Class B Notes as of the previous
                           Monthly Payment Date after giving effect to all
                           payments of principal to the Class B Noteholders on
                           such previous Monthly Payment Date; provided that if
                           there are not sufficient funds available to pay the
                           entire amount of the accrued Class B Note interest,
                           the amounts available shall be applied to the payment
                           of such interest on the Class B Notes on a pro rata
                           basis; and

                           (B) the excess, if any, of the amount of interest
                           payable to the Class B Noteholders on prior Monthly
                           Payment Dates over the amounts actually paid to the
                           Class B Noteholders in respect of interest on the
                           Class B Notes on those prior Monthly Payment Dates,
                           plus interest on any such shortfall to the extent
                           permitted by law;

                  (v)      to the Principal Distribution Account, the Second
                           Priority Principal Distribution Amount, if any;

                  (vi)     to the Class C Noteholders:

                           (A) the aggregate amount of interest accrued for the
                           related Interest Period on the Class C Notes at the
                           Interest Rate on such Notes on the Outstanding Amount
                           of the Class C Notes as of the previous Monthly
                           Payment Date after giving effect to all payments of
                           principal to the Class C Noteholders on the preceding
                           Monthly Payment Date; provided that if there are not
                           sufficient funds available to pay the entire amount
                           of the accrued Class C Note interest, the amounts
                           available shall be applied to the payment of such
                           interest on the Class C Notes on a pro rata basis;
                           and

                           (B) the excess, if any, of the amount of interest
                           payable to the Class C Noteholders on prior Monthly
                           Payment Dates over the amounts actually paid to the
                           Class C Noteholders in respect of interest on the
                           Class C Notes on those prior Monthly Payment Dates,
                           plus interest on any such shortfall to the extent
                           permitted by law;

                  (vii)    to the Principal Distribution Account, the Third
                           Priority Principal Distribution Amount, if any;



                                      -40-

<PAGE>
                  (viii)   to the Class D Noteholders:

                           (A) the aggregate amount of interest accrued for the
                           related Interest Accrual Period on the Class D Notes
                           at the Interest Rate on such Notes on the Outstanding
                           Amount of the Class D Notes as of the previous
                           Monthly Payment Date after giving effect to all
                           payments of principal to the Class D Noteholders on
                           the preceding Monthly Payment Date; provided that if
                           there are not sufficient funds available to pay the
                           entire amount of the accrued Class D Note interest,
                           the amounts available shall be applied to the payment
                           of such interest on the Class D Notes on a pro rata
                           basis; and

                           (B) the excess, if any, of the amount of interest
                           payable to the Class D Noteholders on prior Monthly
                           Payment Dates over the amounts actually paid to the
                           Class D Noteholders in respect of interest on the
                           Class D Notes on those prior Monthly Payment Dates,
                           plus interest on any such shortfall to the extent
                           permitted by law;

                  (ix)     to the Principal Distribution Account, the Regular
                           Principal Distribution Amount;

                  (x)      to the Principal Distribution Account, an amount
                           sufficient to cause the Outstanding Amount of the
                           Notes (after giving effect to all payments on the
                           Monthly Payment Date) to equal the Pool Balance as of
                           the end of the related Collection Period;

                  (xi)     to the Reserve Account, an amount sufficient to cause
                           the amount on deposit in the Reserve Account to equal
                           the Reserve Account Required Amount; and

                  (xii)    to the Residual Interestholder, any funds remaining
                           on deposit in the Collection Account with respect to
                           the Collection Period preceding such Monthly Payment
                           Date.

         (d) On each Monthly Payment Date, the Indenture Trustee shall
distribute from amounts on deposit in the Principal Distribution Account amounts
in the following order of priority:

                  (i)      Prior to the Crossover Date, or if a Trigger Event is
                           in effect, sequentially to the Notes commencing with
                           the Class A-1 Notes until the Outstanding Amount of
                           each class of Notes is reduced to zero.

                  (ii)     On and after the Crossover Date so long as a Trigger
                           Event is not in effect:

                           (A) to the Class A Notes, the amount required to
                           reduce the Outstanding Amount thereof to an amount
                           equal to the product of (1) (a) the Outstanding
                           Amount of the Class A Notes immediately preceding the



                                      -41-

<PAGE>
                           Crossover Date (or if a Trigger Event is in effect on
                           the Crossover Date, on the first Monthly Payment Date
                           after the Crossover Date that a Trigger Event is not
                           in effect) divided by (b) the Pool Balance as of the
                           last day of the second Collection Period preceding
                           the Crossover Date (or if a Trigger Event is in
                           effect on the Crossover Date, the first Monthly
                           Payment Date after the Crossover Date that a Trigger
                           Event is not in effect) and (2) the Pool Balance as
                           of the last day of the preceding Collection Period,
                           in the following order of priority:

                           (1) first to the Class A-1 Notes on account of
                           principal until the Outstanding Amount of the Class
                           A-1 Notes is reduced to zero;

                           (2) second to the Class A-2 Notes on account of
                           principal until the Outstanding Amount of the Class
                           A-2 Notes is reduced to zero;

                           (3) third to the Class A-3 Notes on account of
                           principal until the Outstanding Amount of the Class
                           A-3 Notes is reduced to zero;

                           (4) fourth to the Class A-4 Notes on account of
                           principal until the Outstanding Amount of the Class
                           A-4 Notes is reduced to zero;

                           (5) fifth to the Class A-5 Notes on account of
                           principal until the Outstanding Amount of the Class
                           A-5 Notes is reduced to zero;

                           (B) to the Class B Notes, the amount required to
                           reduce the Outstanding Amount thereof to an amount
                           equal to the product of (1) (a) the Outstanding
                           Amount of the Class B Notes immediately preceding the
                           Crossover Date (or if a Trigger Event is in effect on
                           the Crossover Date, on the first Monthly Payment Date
                           after the Crossover Date that a Trigger Event is not
                           in effect) divided by (b) the Pool Balance as of the
                           last day of the second Collection Period preceding
                           the Crossover Date (or if a Trigger Event is in
                           effect on the Crossover Date, the first Monthly
                           Payment Date after the Crossover Date that a Trigger
                           Event is not in effect) and (2) the Pool Balance as
                           of the last day of the preceding Collection Period;



                                      -42-

<PAGE>



                           (C) to the Class C Notes, the amount required to
                           reduce the Outstanding Amount thereof to an amount
                           equal to the product of (1) (a) the Outstanding
                           Amount of the Class C Notes immediately preceding the
                           Crossover Date (or if a Trigger Event is in effect on
                           the Crossover Date, on the first Monthly Payment Date
                           after the Crossover Date that a Trigger Event is not
                           in effect) divided by (b) the Pool Balance as of the
                           last day of the second Collection Period preceding
                           the Crossover Date (or if a Trigger Event is in
                           effect on the Crossover Date, the first Monthly
                           Payment Date after the Crossover Date that a Trigger
                           Event is not in effect) and (2) the Pool Balance as
                           of the last day of the preceding Collection Period;

                           (D) to the Class D Notes, the amount required to
                           reduce the Outstanding Amount thereof to an amount
                           equal to the product of (1) (a) the Outstanding
                           Amount of the Class D Notes immediately preceding the
                           Crossover Date (or if a Trigger Event is in effect on
                           the Crossover Date, on the first Monthly Payment Date
                           after the Crossover Date that a Trigger Event is not
                           in effect) divided by (b) the Pool Balance as of the
                           last day of the second Collection Period preceding
                           the Crossover Date (or if a Trigger Event is in
                           effect on the Crossover Date, the first Monthly
                           Payment Date after the Crossover Date that a Trigger
                           Event is not in effect) and (2) the Pool Balance as
                           of the last day of the preceding Collection Period;
                           and

                           (E) any remaining amounts to the Residual
                           Interestholder.

         (e) Following the occurrence of any Event of Default which has not
resulted in an acceleration of the Notes, interest and principal on the Notes
shall be paid on each Monthly Payment Date in the manner set forth in Sections
8.02(c) and 8.02(d).

         (f) Following the occurrence and during the continuation of an Event of
Default which has resulted in the acceleration of the Notes, payments on the
Notes on each Monthly Payment Date will be made in the following order of
priority:

                  (i)      interest on the Class A Notes, ratably;

                  (ii)     to the Outstanding Amount of the Class A-1 Notes,
                           Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and
                           Class A-5 Notes, ratably, until such Outstanding
                           Amount is paid in full;

                  (iii)    interest on the Class B Notes;

                  (iv)     to the Outstanding Amount of the Class B Notes until
                           such Outstanding Amount is paid in full;

                  (v)      interest on the Class C Notes;

                  (vi)     to the Outstanding Amount of the Class C Notes until
                           such Outstanding Amount is paid in full;

                  (vii)    interest on the Class D Notes; and

                  (viii)   to the Outstanding Amount of the Class D Notes until
                           such Outstanding Amount is paid in full.

         SECTION 8.03  General Provisions Regarding Accounts.


                                      -43-

<PAGE>


         (a) So long as no Default or Event of Default shall have occurred and
be continuing, all or a portion of the funds in the Trust Accounts shall be
invested or reinvested in Eligible Investments pursuant to Section 5.01(b) of
the Transfer and Servicing Agreement by the Indenture Trustee. The Servicer
shall not direct the Indenture Trustee to make any investment of any funds or to
sell any investment held in any of the Trust Accounts unless the security
interest Granted and perfected in such account shall continue to be perfected in
such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Trustee, to such effect.

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

         (c) If (i) the Servicer (pursuant to Section 5.01(b) of the Transfer
and Servicing Agreement) shall have failed to give investment directions for any
funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m.
Eastern Time (or such other time as may be agreed by the Servicer and Indenture
Trustee) on any Business Day or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.02 or (iii) if such
Notes shall have been declared due and payable following an Event of Default but
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.05 as if there had not been such a declaration, then
the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts (other than the Principal Distribution
Account) in money market funds having a rating from each of the Rating Agencies
in the highest investment category granted thereby (including funds for which
the Indenture Trustee or the Owner Trustee or any of their respective Affiliates
is investment manager or advisor).

         (d) Nothing in this Section 8.03 shall require the investment of any
funds on deposit in the Principal Distribution Account.

         SECTION 8.04 Release of Trust Estate. (a) Subject to the payment of its
fees, expenses and indemnities pursuant to Section 6.07, the Indenture Trustee
shall, when required by Section 8.04(b), execute instruments (prepared by the
Issuer) to release (without recourse or warranty) property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and


                                      -44-

<PAGE>



release to the Issuer or any other Person entitled thereto any funds then on
deposit in the Trust Accounts. The Indenture Trustee shall release property from
the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of
an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.01.

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


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES


         SECTION 9.01  Supplemental Indentures Without Consent of Noteholders.

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

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

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



                                      -45-

<PAGE>



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

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

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

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

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

                  (viii)   to enable all or a portion of the Trust to qualify as
                           a "financial asset securitization investment trust"
                           under federal tax laws and regulations (a "FASIT"),
                           to permit a FASIT election to be made under such laws
                           and regulations and to make such modifications to
                           this Indenture as may be permitted by reason of the
                           making of such election; provided that (i) the Rating
                           Agency Condition shall have been satisfied with
                           respect thereto, (ii) an Opinion of Counsel is
                           rendered that such election will not have material
                           adverse consequences to any Noteholder or Residual
                           Interestholder, and (iii) the ability of the FASIT to
                           add or remove assets shall be limited to the same
                           extent as "real estate mortgage investment conduits"
                           ("REMICs") under applicable federal tax laws and
                           regulations.

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

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this

                                      -46-

<PAGE>

Indenture or of modifying in any manner the rights of the Holders of the Notes
under this Indenture; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Noteholder.

         SECTION 9.02 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agencies and with the consent of the holders of
a majority of the Controlling Class of Notes, by Act of such holders of the
Controlling Class of Notes delivered to the Issuer and the Indenture Trustee,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

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

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

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

                  (iv)     reduce the percentage of the Outstanding Amount of
                           the Notes required to direct the Indenture Trustee
                           pursuant to Sections 5.11 or 5.16(b) or to direct the
                           Indenture Trustee to sell or liquidate the Trust
                           Estate pursuant to Section 5.04;

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

                                      -47-

<PAGE>
                  (vi)     modify any of the provisions of this Indenture in
                           such manner as to affect the calculation of the
                           amount of any payment of interest or principal due on
                           any Note on any Monthly Payment Date (including the
                           calculation of any of the individual components of
                           such calculation) or to affect the rights of the
                           Holders of Notes to the benefit of any provisions for
                           the redemption of the Notes contained herein; or

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

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

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


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

         This Section 9.02 is subject to Section 5.07.

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

         SECTION 9.04 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such

                                      -48-

<PAGE>

modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         SECTION 9.05 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

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

                                    ARTICLE X

                               REDEMPTION OF NOTES

         SECTION 10.01 Redemption. The Notes are subject to redemption in whole,
but not in part on any Monthly Payment Date on which the Servicer exercises its
option to purchase the Trust Estate pursuant to Section 9.01(a) of the Transfer
and Servicing Agreement, for a purchase price equal to the Redemption Price
(such Monthly Payment Date being referred to as the "Redemption Date"). The
Servicer shall furnish the Rating Agencies notice of such redemption. If the
Notes are to be redeemed pursuant to this Section 10.01, the Servicer shall
furnish notice of such election to the Indenture Trustee not later than 50 days
prior to the Redemption Date and the Issuer shall deposit or cause to be
deposited by 10:00 A.M. New York City time on the Redemption Date with the
Indenture Trustee in the Principal Distribution Account the Redemption Price of
each Class of Notes. All such Notes shall be due and payable on the Redemption
Date upon the furnishing of a notice complying with Section 10.02.

         SECTION 10.02 Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted, not later than 30 days
prior to the applicable Redemption Date to each Holder of Notes, as of the close
of business on the Record Date preceding the giving of such notice, at such
Holder's address or facsimile number appearing in the Note Register.

         All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price; and



                                      -49-

<PAGE>


                  (iii)    the place where such Notes are to be surrendered for
                           payment of the Redemption Price (which shall be the
                           office or agency of the Issuer to be maintained as
                           provided in Section 3.02).

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

         SECTION 10.03 Notes Payable on Redemption Date. The Notes shall,
following notice of redemption as required by Section 10.02, on the Redemption
Date become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.01 Compliance Certificates and Opinions, etc.

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

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

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

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

                  (3) a statement that, in the opinion of each such signatory,
                  such signatory has made such examination or investigation as
                  is necessary to enable such signatory

                                      -50-

<PAGE>
                  to express an informed opinion as to whether or not such
                  covenant or condition has been complied with; and

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

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

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

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

                  (iv)     Whenever the Issuer is required to furnish to the
                           Indenture Trustee an Officer's Certificate certifying
                           or stating the opinion of any signer thereof as to
                           the matters described in clause (iii) above, the
                           Issuer shall also furnish to the Indenture Trustee an
                           Independent Certificate as to the same matters if the
                           fair value of the property or securities and of all
                           other property, other than property as contemplated
                           by clause (v) below or securities released from the
                           lien of this Indenture since the commencement of the
                           then-current calendar year, as set forth in the
                           certificates required by clause (iii) above and this
                           clause (iv), equals 10% or more of the




                                      -51-

<PAGE>

                           Outstanding Amount of the Notes, but such certificate
                           need not be furnished in the case of any release of
                           property or securities if the fair value thereof as
                           set forth in the related Officer's Certificate is
                           less than $25,000 or less than one percent of the
                           then Outstanding Amount of the Notes.

                  (v)      Notwithstanding any other provision of this Section,
                           the Issuer may, without compliance with the
                           requirements of the other provisions of this Section,
                           (A) collect, liquidate, sell or otherwise dispose of
                           Receivables or Financed Assets as and to the extent
                           permitted or required by the Basic Documents and (B)
                           make cash payments out of the Trust Accounts as and
                           to the extent permitted or required by the Basic
                           Documents, so long as the Issuer shall deliver to the
                           Indenture Trustee every six months, commencing on the
                           day which is six months after the Closing Date (or,
                           if such day is not a Business Day, on the next
                           Business Day), an Officer's Certificate of the Issuer
                           stating that all the dispositions of Collateral
                           described in clauses (A) or (B) above that occurred
                           during the preceding six calendar months were in the
                           ordinary course of the Issuer's business and that the
                           proceeds thereof were applied in accordance with the
                           Basic Documents.


         SECTION 11.02 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of any party to the Transfer and Servicing Agreement,
stating that the information with respect to such factual matters is in the
possession of such party to the Transfer and Servicing Agreement, unless the
person signing such certificate of an Authorized Officer or such Opinion of
Counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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


                                      -52-
<PAGE>

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

         SECTION 11.03 Acts of Noteholders.

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

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

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

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

         SECTION 11.04 Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
to be made upon, given or furnished to or filed with:

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

                  (ii)     the Issuer by the Indenture Trustee or by any
                           Noteholder shall be sufficient for every purpose
                           hereunder if in writing and mailed first-class,
                           postage


                                      -53-
<PAGE>

                           prepaid to the Issuer addressed to: Distribution
                           Financial Services RV/Marine Trust 2001-1, in care of
                           the Owner Trustee at its Corporate Trust Office, or
                           at any other address previously furnished in writing
                           to the Indenture Trustee by the Issuer. The Issuer
                           shall promptly transmit any notice received by it
                           from the Noteholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
Fitch, at the following address: Fitch, Inc., One State Street Plaza, New York
10004, Attention: Asset-Backed Securities Surveillance Group, or (ii) in the
case of Standard & Poor's, at the following address: Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041, Attention: Asset Backed Surveillance Department; or (iii)
in the case of Moody's, at the following address: Moody's Investors Service, 99
Church Street, New York, New York 10004, Attention: Moody's ABS Monitoring
Group; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

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

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

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

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

         SECTION 11.06 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any

                                      -54-
<PAGE>
agreement with any Holder of a Note providing for a method of payment, or notice
by the Indenture Trustee or any Paying Agent to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices.
The Issuer shall furnish to the Indenture Trustee a copy of each such agreement
and the Indenture Trustee shall cause payments to be made and notices to be
given in accordance with such agreement if it is administratively acceptable to
it.

         SECTION 11.07 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

         SECTION 11.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 11.09 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

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

         SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

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

         SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,


                                      -55-
<PAGE>

RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

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

         SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense and the Issuer shall deliver to the
Indenture Trustee an Opinion of Counsel to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

         SECTION 11.16 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) the
Residual Interestholder or any other owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, officer, director, employee or
agent of the Indenture Trustee or the Owner Trustee in its individual capacity,
the Residual Interestholder or any other holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign
of the Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacities) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VI, VII and VIII of the Trust Agreement.

         SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, and each Note Owner, by
accepting a beneficial interest in a Note, hereby covenant and agree that they
shall not at any time acquiesce, petition or otherwise invoke or cause (or join
with any other Person in acquiescing, petitioning or otherwise invoking or
causing) the Depositor or the Issuer or the Boat Mortgage Trust to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Depositor or the Issuer or the Boat Mortgage Trust
under any federal or state bankruptcy, insolvency or similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Depositor or the Issuer or the Boat Mortgage Trust or
any substantial part of the property of the Depositor or the Issuer or the Boat
Mortgage Trust, or ordering the winding up or liquidation of the affairs of the
Depositor or the Issuer or the Boat Mortgage Trust.

         SECTION 11.18 No Prohibited Transaction. Each investor using the assets
of a Benefit Plan which acquires a Note, or to whom a Note is transferred by its
acceptance and holding of


                                      -56-
<PAGE>

any Note or an interest therein, will be deemed to represent and warrant that
its acquisition and continued holding will not, throughout the term of the
holding, result in a non-exempt prohibited transaction under Section 406 of the
Employment Retirement Income Security Act of 1974, as amended, or Section 4975
of the Internal Revenue Code of 1986, as amended.

         SECTION 11.19 Inspection. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall, and shall cause its representatives to, hold in confidence all
such information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

         SECTION 11.20 Submission to Jurisdiction. Each of the parties hereto
hereby irrevocably and unconditionally:

         (a) submits for itself and its property in any legal action or
proceeding relating to this Indenture or any other Basic Document or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;

         (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of such action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;

         (c) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its
address set forth in Section 11.04 or at such other address notified to the
other party to this Indenture pursuant thereto; and

         (d) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction.


                               [SIGNATURES FOLLOW]


                                      -57-
<PAGE>

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

                                   DISTRIBUTION FINANCIAL SERVICES
                                   RV/MARINE TRUST 2001-1,

                                   By: WELLS FARGO BANK MINNESOTA,
                                   NATIONAL ASSOCIATION, not in its individual
                                   capacity but solely as Owner Trustee



                                   By:/s/ Lori Swanell
                                      ------------------------------------------
                                      Name: Lori Swanell
                                      Title: Assistant Vice President



                                   HSBC BANK USA, not in its individual capacity
                                   but solely as Indenture Trustee



                                   By: /s/ Todd N. Niemy
                                       -----------------------------------------
                                       Name: Todd N. Niemy
                                       Title: Vice President






                                       S-1
<PAGE>

STATE OF MINNESOTA        )
                          ) ss.:
COUNTY OF HENNEPIN        )


         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Lori Swanell, known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of DISTRIBUTION FINANCIAL
SERVICES RV/MARINE TRUST 2001-1, a New York common law trust, and that (s)he
executed the same as the act of said trust for the purpose and consideration
therein expressed, and in the capacities therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of November,
2001.


                                               /s/ Cheryl C.  Zimmerman
                                               ---------------------------------
                                               Notary Public in and for the
                                               State of Minnesota



My commission expires:


January 31, 2005





                                       S-2
<PAGE>

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


         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Todd N. Niemy, known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of HSBC BANK USA, a New York
banking corporation, and that (s)he executed the same as the act of said
corporation for the purpose and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of November,
2001.



                                               /s/ Francine M. Calcagano
                                               ---------------------------------

                                               Notary Public in and for the
                                               State of New York.



My commission expires:

January 12, 2003






                                       S-3
<PAGE>

                                    EXHIBIT A


                                 (FORM OF NOTE)






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

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

[For Class B Notes Only: THIS CLASS B NOTE IS SUBORDINATED TO THE CLASS A
NOTES AS CONTEMPLATED BY THE INDENTURE REFERRED TO BELOW.]

[For Class C Notes Only: THIS CLASS C NOTE IS SUBORDINATED TO THE CLASS A
NOTES AND THE CLASS B NOTES AS CONTEMPLATED BY THE INDENTURE
REFERRED TO BELOW.]

[For Class D Notes Only: THIS CLASS D NOTE IS SUBORDINATED TO THE CLASS A
NOTES, THE CLASS B NOTES AND THE CLASS C NOTES AS CONTEMPLATED BY
THE INDENTURE REFERRED TO BELOW.]


REGISTERED
$____________

Class ___ Interest Rate: __%

CUSIP Number:    ___________
ISIN Number:     ___________

No.  R-__




<PAGE>

             DISTRIBUTION FINANCIAL SERVICES RV/MARINE TRUST 2001-1

                          CLASS [ ] ASSET BACKED NOTES

         Distribution Financial Services RV/Marine Trust 2001-1, a New York
common law trust (herein referred to as the "Issuer"), for value received,
hereby promises to pay to _________, or registered assigns, the principal sum of
___________ DOLLARS payable on each Monthly Payment Date in an amount equal to
the result obtained by multiplying (i) a fraction the numerator of which is the
outstanding principal balance of this Note and the denominator of which is the
aggregate outstanding principal balance of the Notes of this Class by (ii) the
aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Notes of this Class pursuant to the Indenture dated
as of November 1, 2001 (the "Indenture"), between the Issuer and HSBC Bank USA,
a New York banking corporation, as Indenture Trustee (the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the Stated Maturity Date of this Class and the
Redemption Date, if any. Capitalized terms used but not defined herein are as
defined in or by reference in the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Monthly Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Monthly Payment Date (after giving effect to all payments of
principal made on the preceding Monthly Payment Date), subject to certain
limitations contained in the Indenture. Interest on this Note shall accrue for
each Monthly Payment Date from and including the 15th day of the preceding
calendar month (or in the case of the first Monthly Payment Date, from and
including the Closing Date) to and including the day preceding the 15th day of
the current calendar month. (Interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months.) Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.

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

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

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




                                       -2-
<PAGE>

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


Date:_________________
                                          DISTRIBUTION FINANCIAL SERVICES
                                          RV/MARINE TRUST 2001-1,

                                          By: WELLS FARGO BANK MINNESOTA,
                                          NATIONAL ASSOCIATION,
                                          not in its individual capacity but
                                          solely as Owner Trustee under the
                                          Trust Agreement


                                          By:
                                             -----------------------------------
                                                     Authorized Officer



                                       S-1
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Date:_________________                    HSBC BANK USA, not in its individual
                                          capacity  but  solely  as Indenture
                                          Trustee


                                          By:
                                              ----------------------------------
                                                      Authorized Officer




                                       S-2
<PAGE>

         This Note is one of a duly authorized issue of Notes of the Issuer,
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. In the event of
any conflict or inconsistency between this Note and the Indenture, the Indenture
shall govern in all respects.

         Payments on this Note, shall be made in accordance with the Indenture.
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Monthly Payment Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.

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

         The transfer and exchange of this Note are subject to the terms of the
Indenture.

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

         Each investor using the assets of a Benefit Plan which acquires a Note,
or to whom a Note is transferred by its acceptance and holding of any Note or an
interest therein, will be deemed to represent and warrant that its acquisition
and continued holding will not, throughout the term of the holding, result in a
non-exempt prohibited transaction under Section 406 of the Employment Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
Code of 1986, as amended.

         Each Noteholder, by accepting a Note, and each Note Owner, by accepting
a beneficial interest in a Note, covenants and agrees that such Noteholder and
Note Owner shall not at any time acquiesce, petition or otherwise invoke or
cause (or join with any other Person in acquiescing, petitioning or otherwise
invoking or causing) the Depositor or the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a


                                       S-3
<PAGE>

case against the Depositor or the Issuer or the Boat Mortgage Trust under any
federal or state bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Depositor or the Issuer or the Boat Mortgage Trust or
any substantial part of the property of the Depositor or the Issuer or the Boat
Mortgage Trust, or ordering the winding up or liquidation of the affairs of the
Depositor or the Issuer or the Boat Mortgage Trust.

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

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered (as of the
day of determination or as of such other date as may be specified in the
Indenture) as the owner hereof for the purpose of receiving payments of
principal of and interest, if any, on this Note and for all other purposes
whatsoever, whether or not this Note be overdue, and none of the Issuer, the
Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

         The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of HSBC Bank USA, in its individual
capacity, Wells Fargo Bank Minnesota, National Association, in its individual
capacity, the Residual Interestholder or any other owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal of or interest on this Note or performance of, or failure to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note by its acceptance hereof (and each Note
Owner, by accepting a beneficial interest in this Note) agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, no claim shall be had against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however,


                                       S-4
<PAGE>

that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.








                                       S-5
<PAGE>

                                   ASSIGNMENT


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


________________________________________________________________________________

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


________________________________________________________________________________
                         (name and address of assignee)

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


Dated:                                             */
      -------------                                -----------------------------
                                                   Signature Guaranteed:


                                                   */
                                                   -----------------------------
                                                   -----------------------------


 */ NOTICE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.



                                       S-6