EXHIBIT 4.2



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                       [_________________] TRUST 200[_]

                    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 B [________]% Asset Backed Notes

                              ___________________

                                   INDENTURE

                      Dated as of [_______________], 200_

                              ___________________

                         [__________________________]

                               Indenture Trustee

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                               Table of Contents

                                                                          Page
                                                                          ----

Article I   Definitions and Incorporation by Reference......................2

     Section 1.1    Definitions.............................................2
     Section 1.2    Incorporation by Reference of Trust Indenture Act.......9
     Section 1.3    Rules of Construction..................................10

Article II  The Notes......................................................10

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

Article III Covenants......................................................17

     Section 3.1    Payment of Principal and Interest......................17
     Section 3.2    Maintenance of Office or Agency........................17
     Section 3.3    Money for Payments To Be Held in Trust.................17
     Section 3.4    Existence..............................................19
     Section 3.5    Protection of Trust Fund...............................19
     Section 3.6    Opinions as to Trust Fund..............................20
     Section 3.7    Performance of Obligations; Servicing of Receivables...20
     Section 3.8    Negative Covenants.....................................22
     Section 3.9    Annual Statement as to Compliance......................23
     Section 3.10   Issuer May Consolidate, Etc. Only on Certain Terms.....23
     Section 3.11   Successor or Transferee................................25
     Section 3.12   No Other Business......................................25
     Section 3.13   No Borrowing...........................................25
     Section 3.14   Servicer's Obligations.................................25
     Section 3.15   Guarantees, Loans, Advances and Other Liabilities......26
     Section 3.16   Capital Expenditures...................................26
     Section 3.17   Compliance with Laws...................................26
     Section 3.18   Restricted Payments....................................26
     Section 3.19   Notice of Events of Default............................26
     Section 3.20   Further Instruments and Acts...........................26
     Section 3.21   Amendments of Sale and Servicing Agreement and Trust
                    Agreement..............................................26
     Section 3.22   Income Tax Characterization............................27


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Article IV  Satisfaction and Discharge.....................................27

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

Article V   EVENTS OF DEFAULT: REMEDIES....................................28

     Section 5.1    Events of Default......................................28
     Section 5.2    Rights Upon Event of Default...........................30
     Section 5.3    Collection of Indebtedness and Suits for Enforcement by
                    Indenture Trustee......................................31
     Section 5.4    Remedies...............................................33
     Section 5.5    Optional Preservation of the Trust Fund................34
     Section 5.6    Priorities.............................................35
     Section 5.7    Limitation of Suits....................................36
     Section 5.8    Unconditional Rights of Noteholders To Receive Principal
                    and Interest...........................................37
     Section 5.9    Restoration of Rights and Remedies.....................37
     Section 5.10   Rights and Remedies Cumulative.........................37
     Section 5.11   Delay or Omission Not a Waiver.........................37
     Section 5.12   Control by Noteholders.................................37
     Section 5.13   Waiver of Past Defaults................................38
     Section 5.14   Undertaking for Costs..................................38
     Section 5.15   Waiver of Stay or Extension Laws.......................39
     Section 5.16   Action on Notes........................................39
     Section 5.17   Performance and Enforcement of Certain Obligations.....39
     Section 5.18   Claims Under Policy....................................39
     Section 5.19   Preference Claims......................................41

Article VI  The Indenture Trustee..........................................41

     Section 6.1    Duties of Indenture Trustee............................41
     Section 6.2    Rights of Indenture Trustee............................43
     Section 6.3    Individual Rights of Indenture Trustee.................44
     Section 6.4    Indenture Trustee's Disclaimer.........................45
     Section 6.5    Notice of Defaults.....................................45
     Section 6.6    Reports by Indenture Trustee to Holders................45
     Section 6.7    Compensation and Indemnity.............................45
     Section 6.8    Replacement of Indenture Trustee.......................46
     Section 6.9    Successor Indenture Trustee by Merger..................48
     Section 6.10   Appointment of Co-Indenture Trustee or Separate
                    Indenture Trustee......................................48
     Section 6.11   Eligibility; Disqualification..........................49
     Section 6.12   Preferential Collection of Claims Against Issuer.......49
     Section 6.13   Appointment and Powers.................................50
     Section 6.14   Performance of Duties..................................50
     Section 6.15   Limitation on Liability................................50
     Section 6.16   Reliance Upon Documents................................51


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     Section 6.17   [RESERVED].............................................51
     Section 6.18   [RESERVED].............................................51
     Section 6.19   Representations and Warranties of the Indenture
                    Trustee................................................51
     Section 6.20   Waiver of Setoffs......................................52
     Section 6.21   Control by the Controlling Party.......................52

Article VII Noteholders' Lists and Reports.................................52

     Section 7.1    Issuer To Furnish To Indenture Trustee Names and
                    Addresses of Noteholders...............................52
     Section 7.2    Preservation of Information; Communications to
                    Noteholders............................................52
     Section 7.3    Reports by Issuer......................................53
     Section 7.4    Reports by Indenture Trustee...........................53
     Section 7.5    Fiscal Year............................................53

Article VIII Accounts, Disbursements and Releases..........................53

     Section 8.1    Collection of Money....................................53
     Section 8.2    Trust Accounts.........................................54
     Section 8.3    General Provisions Regarding Accounts..................54
     Section 8.4    Release of Trust Fund..................................55
     Section 8.5    Opinion of Counsel.....................................56

Article IX  Supplemental Indentures........................................56

     Section 9.1    Supplemental Indentures................................56
     Section 9.2    Supplemental Indentures with Consent of Noteholders....57
     Section 9.3    Execution of Supplemental Indentures...................59
     Section 9.4    Effect of Supplemental Indenture.......................59
     Section 9.5    Conformity With Trust Indenture Act....................59
     Section 9.6    Reference in Notes to Supplemental Indentures..........59

Article X   Redemption of Notes............................................59

     Section 10.1   Redemption.............................................59
     Section 10.2   Form of Redemption Notice..............................60
     Section 10.3   Notes Payable on Redemption Date.......................61

Article XI  Miscellaneous..................................................61

     Section 11.1   Compliance Certificates and Opinions, etc..............61
     Section 11.2   Form of Documents Delivered to Indenture Trustee.......63
     Section 11.3   Acts of Noteholders....................................63
     Section 11.4   Notices, etc., to Indenture Trustee, Issuer, Insurer and
                    Rating Agencies........................................64
     Section 11.5   Notices to Noteholders; Waiver.........................65
     Section 11.6   Alternate Payment and Notice Provisions................65
     Section 11.7   Conflict with Trust Indenture Act......................66
     Section 11.8   Effect of Headings and Table of Contents...............66
     Section 11.9   Successors and Assigns.................................66
     Section 11.10  Separability...........................................66
     Section 11.11  Benefits of Indenture..................................66


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<PAGE>

     Section 11.12  Legal Holidays.........................................66
     Section 11.13  GOVERNING LAW..........................................66
     Section 11.14  Counterparts...........................................67
     Section 11.15  Recording of Indenture.................................67
     Section 11.16  Trust Obligation.......................................67
     Section 11.17  No Petition............................................68
     Section 11.18  Inspection.............................................68


Exhibit A         -Schedule of Receivables
Exhibit B-1       -Form of Class A-1 Note
Exhibit B-2       -Form of Class A-2 Note
Exhibit B-3       -Form of Class A-3 Note
Exhibit B-4       -Form of Class A-4 Note
Exhibit B-5       -Form of Class B Note


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<PAGE>



      INDENTURE dated as of [___________], 200[_], between [____________]
TRUST 200_, a Delaware business trust (the "Issuer") and [__________], a
national banking association, as trustee (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Class A-1 [____]%
Asset Backed Notes, Class A-2 [____]% Asset Backed Notes, Class A-3 [____]%
Asset Backed Notes, Class A-4 [____]% Asset Backed Notes and Class B [_____]%
Asset Backed Notes:

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

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

                                GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee on the Closing Date,
for the benefit of the Issuer Secured Parties to secure the Issuer Secured
Obligations, all of the Issuer's right, title and interest in and to all
accounts, money, chattel paper, securities, instruments, documents, deposit
accounts, certificates of deposit, letters of credit, advices of credit,
banker's acceptances, general intangibles, contract rights, investment
property, goods and other property consisting of, arising from or relating to
(a) the Initial Receivables, and all moneys due thereon after the Initial
Cutoff Date; (b) the Subsequent Receivables and all moneys due thereon or in
respect thereof after the related Subsequent Cutoff Date; (c) an assignment of
the security interests in the Financed Vehicles granted by Obligor pursuant to
the Initial Receivables and any Subsequent Receivables and any other interest
of the Issuer in the Financed Vehicles; (d) any proceeds with respect to the
Initial Receivables and the Subsequent Receivables repurchased pursuant to the
terms of the Sale and Servicing Agreement; (e) all rights under any Service
Contracts on the related Financed Vehicles; (f) any proceeds with respect to
the Initial Receivables and the Subsequent Receivables from claims on any
physical damage, theft, credit life or disability insurance policies covering
Financed Vehicles or Obligors and any proceeds from liquidation of any Initial
Receivable or Subsequent Receivable and Net Liquidation Proceeds with respect
to the Initial Receivables and any Subsequent Receivable; (g) all funds on
deposit or other property from time to time in the Trust Accounts, and in all
investments and proceeds thereof and all rights of the Issuer therein
(including all income dividends, earnings, profits or other distributions of
cash or other property thereon); (h) the Issuer's rights and benefits, but
none of its obligations or burdens, under the Sale and Servicing Agreement and
each Subsequent Transfer Agreement, including the delivery requirements,
representations and warranties and the cure and repurchase obligations of
[_____________] and [______________] under the Sale and Servicing Agreement
and each Subsequent Transfer Agreement; (i) all items contained in the
Receivables Files, computer tapes or disk drives, and any and all other
documents that [____________] keeps on file in accordance with its customary
procedures relating to the Receivables, the Obligors or

<PAGE>


the Financed Vehicles, and (j) all present and future claims, demands, causes
and chooses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid property, all
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and
receivables, instruments and other property which at any time constitute all
or part of or are included in the proceeds of any of the foregoing
(collectively, the "Collateral").

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

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

                                  ARTICLE I

                  Definitions and Incorporation by Reference
                  ------------------------------------------

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

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

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

      "Book Entry Notes" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.10.

      "Class A-1 Interest Rate" means [____]%.

      "Class A-2 Interest Rate" means [____]%.

      "Class A-3 Interest Rate" means [____]%.

      "Class A-4 Interest Rate" means [____]%.

      "Class B Interest Rate" means [____]%.


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

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

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

      "Class A-4 Notes" means the Class A-4 Notes, substantially in the form
of Exhibit B-4.

      "Class B Notes" means the Class B Notes, substantially in the form of
Exhibit B-5.

      "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

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

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

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

      "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Agreement is
located at [__________________________], Attention: Corporate Trust
Services/Asset Backed Administration, Attention: Corporate Trust Department or
at such other address as the Indenture Trustee may designate from time to time
by notice to the Noteholders, the Insurer, the Servicer and the Issuer, or the
principal corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders
and the Issuer).

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

      "Definitive Notes" has the meaning specified in Section 2.10.

      "Event of Default" has the meaning specified in Section 5.1.

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

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

      "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon or a
security interest in or right of set off against,


                                      3
<PAGE>


deposit, or set over and confirm pursuant to this Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights,
powers and options (but none of the obligations) of the Granting party
thereunder, including the immediate and continuing right to claim for,
collect, receive and give receipt for principal and interest payments in
respect of the Collateral and all other moneys payable thereunder, to give and
receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, to bring proceedings in the name of the
Granting party or otherwise and generally to do and receive anything that the
Granting party is or may be entitled to do or receive thereunder or with
respect thereto.

      "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Note Register.

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

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

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

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

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

      "Independent Certificate" means a certificate or opinion to be delivered
to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable


                                      4
<PAGE>


requirements of Section 11.1, prepared by an Independent appraiser or other
expert appointed by an Issuer Order and approved by the Indenture Trustee in
the exercise of reasonable care, and such opinion or certificate shall state
that the signer has read the definition of "Independent" in this Indenture and
that the signer is Independent within the meaning thereof.

      "Insurance Agreement Indenture Cross Default" has the meaning assigned
to such term in the Insurance Agreement.

      "Insurer Default" has the meaning assigned to such term in the Insurance
Agreement.

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

      "Interest Rate" means with respect to the (i) Class A-1 Notes, the Class
A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest Rate, (iii)
Class A-3 Notes, the Class A-3 Interest Rate, (iv) Class A-4 Notes, the Class
A-4 Interest Rate and (v) the Class B Notes, the Class B Interest Rate.

      "Issuer" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor
on the Notes.

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

      "Issuer Secured  Obligations" means the Insurer Secured  Obligations and
the Indenture Trustee Secured Obligations.

      "Issuer Secured Parties" means each of (i) the Indenture Trustee in
respect of the Indenture Trustee Secured Obligations and (ii) the Insurer in
respect of the Insurer Secured Obligations.

      "Note" means any of the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes or Class B Notes substantially in the form of Exhibit
B-1, Exhibit B-2, Exhibit B-3, Exhibit B-4 and Exhibit B-5, respectively.

      "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee, the Servicer and The Depository Trust Company, as the
initial Clearing Agency, dated [__________], 200_, substantially in the form
of Exhibit C.

      "Note Majority" means the Holders of Notes evidencing a majority of the
Outstanding Amount of the Notes.

      "Note Owner" means, with respect to a Book Entry Note, the person who is
the owner of such Book Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency


                                      5
<PAGE>


Participant or as an indirect participant), in each case in accordance with
the rules of such Clearing Agency.

      "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4.

      "Notice of Claim" has the meaning specified in Section 5.18.

      "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Owner Trustee, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 and TIA
Section 314, and delivered to the Indenture Trustee. Unless otherwise
specified, any reference in this Indenture to an Officer's Certificate shall
be to an Officer's Certificate of any Authorized Officer of the Issuer.

      "Opinion of Counsel" means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be employees of
or counsel to the Issuer, the Seller or the Servicer and who shall be
satisfactory to the Indenture Trustee and, if addressed to the Insurer,
satisfactory to the Insurer, and which shall comply with any applicable
requirements of Section 11.1, and shall be in form and substance satisfactory
to the Indenture Trustee, and if addressed to the Insurer, satisfactory to the
Insurer.

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

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

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

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

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


                                      6
<PAGE>


notice, consent or waiver, only Notes that a Responsible Officer of the
Indenture Trustee either actually knows to be so owned or has received written
notice thereof shall be so disregarded. Notes so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons.

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

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

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

      "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

      "Preference Claim" has the meaning specified in Section 5.19.

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

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

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

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

      "Responsible Officer" means, (i) with respect to the Indenture Trustee,
any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated



                                      7
<PAGE>


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

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

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

      "Scheduled Payments" has the meaning specified in the Policy.

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

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

      "Successor Servicer" has the meaning specified in Section 3.7(e).

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

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

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

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

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


                                      8
<PAGE>


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

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

      SECTION 1.2.Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms
used in this Indenture have the following meanings: "Commission" means the
Securities and Exchange Commission. "Indenture Securities" means the Notes.
"Indenture Securityholder" means a Noteholder. "Indenture to be qualified"
means this Indenture. "indenture trustee" or "institutional trustee" means the
Indenture Trustee. "Obligor" on the indenture securities means the Issuer and
any other obligor on the indenture securities. All other TIA terms used in
this Indenture that are defined by the TIA,


                                      9
<PAGE>


defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

      SECTION 1.3.Rules of Construction. Unless the context otherwise
requires:

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

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

                  (iii) "or" is not exclusive;

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

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

                                  ARTICLE II

                                   The Notes

      SECTION 2.1.Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case, together
with the Indenture Trustee's certificate of authentication, shall be in
substantially the form set forth in Exhibit B-1, Exhibit B-2, Exhibit B-3,
Exhibit B-4 and Exhibit 3-5, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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

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

      SECTION 2.2.Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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


                                      10
<PAGE>


      The Indenture Trustee shall upon receipt of the Policy and Issuer Order
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $[________], Class A-2 Notes for original issue in the
aggregate principal amount of $[________], Class A-3 Notes for original issue
in the aggregate principal amount of $[________], Class A-4 Notes for original
issue in the aggregate principal amount of $[________] and the Class B Notes
for original issue in the aggregate principal amount of $[_______]. Notes
Outstanding at anytime may not exceed such amount except as provided in
Section 2.5.

      Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes in the minimum denomination of $1,000 and in
$1,000 integral multiples thereof (except for one Note of each class which may
be issued in a denomination other than an integral multiple of $1,000).

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

      SECTION 2.3.Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

      If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver in
exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

      SECTION 2.4.Registration; Registration of Transfer and Exchange.

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

      If a Person other than the Indenture Trustee is appointed by the Issuer
as Note Registrar, the Issuer will give the Indenture Trustee prompt written
notice of the appointment of such Note


                                      11
<PAGE>


Registrar and of the location, and any change in the location, of the Note
Register, and the Indenture Trustee shall have the right to inspect the Note
Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Holders of the Notes and the principal amours and number
of such Notes.

      Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8 401(1) of the UCC are met the Issuer shall execute
and upon its request the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes, in any authorized
denominations, of the same class and a like aggregate principal amount.

      Subject to the restrictions set forth in this Section 2.4, at the option
of the Holder, Notes may be exchanged for other Notes in any authorized
denominations, of the same Class and a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, if the requirements of Section 8 401(1)
of the UCC are met the Issuer shall execute and upon its request the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.

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

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

      No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Note Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.3 or 9.6 not involving any
transfer.

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


                                      12
<PAGE>


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

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

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

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

      SECTION 2.6.Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, any
agent of the Issuer, the Indenture Trustee or the Insurer may treat the Person
in whose name any Note is registered (as of the day of determination) as the
owner of such Note for the purpose of receiving payments of principal of and
interest, if any on such Note and for all other purposes whatsoever, whether
or not such Note be overdue, and none of the Issuer, the Indenture Trustee nor
any agent of the Issuer, the Insurer or the Indenture Trustee shall be
affected by notice to the contrary.


                                      13
<PAGE>


      SECTION 2.7.Payment of Principal and Interest; Defaulted Interest.

            (a) The Notes shall accrue interest as provided in the forms of
the Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the Class A-4 Note
and the Class B Note set forth in Exhibits B-1, B-2, B-3, B-4 and B-5,
respectively, and such interest shall be payable on each Payment Date as
specified therein. Any installment of interest or principal, if any, payable
on any Note which is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the Record Date, by check
mailed first class, postage prepaid, to such Person's address as it appears on
the Note Register on such Record Date, except that, unless Definitive Notes
have been issued pursuant to Section 2.12, with respect to Notes registered on
the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payment will be made by wire transfer in
immediately available funds to the account designated by such nominee and
except for the final installment of principal payable with respect to such
Note on a Payment Date or on the Final Scheduled Payment Date for such Note
(and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1(a)) which shall be payable as provided below. The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.

            (b) The principal of each Note shall be payable in installments on
each Payment Date to the person registered as the holder thereof on the
related Record Date as provided in the forms of the Class A-1 Note, the Class
A-2 Note, the Class A-3 Note, the Class A-4 Note and the Class B Note set
forth in Exhibits B-1, B-2, B-3, B-4 and B-5, respectively. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due
and payable, if not previously paid, on the date on which an Event of Default
shall have occurred and be continuing, if the Indenture Trustee or the Holders
of the Notes representing not less than a majority of the Outstanding Amount
of the Notes have declared the Notes to be immediately due and payable in the
manner provided in Section 5.2. All principal payments on each class of Notes
shall be made pro rata to the Noteholders of such class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Payment Date on
which the Issuer expects that the final installment of principal of and
interest on such Note will be paid. Such notice shall be mailed or transmitted
by facsimile prior to such final Payment Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.

            (c) If the Issuer defaults in a payment of interest on the Notes,
the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate in any lawful
manner. The Issuer may pay such defaulted interest to the Persons who are
Noteholders on a subsequent special record date, which date shall be at least
five Business Days prior to the payment date. The Issuer shall fix or cause to
be fixed any such special record date and payment date, and, at least 15 days
before any such special record date, the Issuer shall mail to each Noteholder
and the Indenture Trustee a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.


                                      14
<PAGE>


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

      SECTION 2.8.Cancellation. Subject to Section 2.7(d), all Notes
surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly canceled by the
Indenture Trustee. Subject to Section 2.7(d), the Issuer may at any time
deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly canceled
by the Indenture Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section, except as
expressly permitted by this Indenture. Subject to Section 2.7(d), all canceled
Notes may be held or disposed of by the Indenture Trustee in accordance with
its standard retention or disposal policy as in effect at the time unless the
Issuer shall direct by an Issuer Order that they be destroyed or returned to
it; provided that such Issuer Order is timely and the Notes have not been
previously disposed of by the Indenture Trustee.

      SECTION 2.9.Release of Collateral. The Indenture Trustee shall, on or
after the Termination Date, release any remaining portion of the Trust Fund
from the lien created by this Indenture and deposit in the Collection Account
any funds then on deposit in any other Trust Account. The Indenture Trustee
shall release property from the lien created by this Indenture pursuant to
this Section 2.9 only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel meeting the applicable
requirements of Section 11.1 and (if required by the TIA) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1).

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

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

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

                  (ii) the Note Registrar and the Indenture Trustee shall be
      entitled to deal with the Clearing Agency for all purposes of this
      Indenture (including the payment


                                      15
<PAGE>


      of principal of and interest on the Notes and the giving of instructions
      or directions hereunder) as the sole Holder of the Notes, and shall have
      no obligation to the Note Owners;

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

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

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

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

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

      SECTION 2.12 Definitive Notes. If (i) the Servicer advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Notes, and the
Servicer is unable to locate a qualified successor, (ii) the Servicer at its
option advises the Indenture Trustee in writing that it elects to terminate
the book entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the
Notes advise the Indenture Trustee through the Clearing Agency in writing that
the continuation of a book entry system through the Clearing Agency is no
longer in the best interests of the Note Owners, then the Clearing Agency
shall notify all Note Owners and the Indenture Trustee of the occurrence of
any such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Indenture Trustee of the
typewritten Note or Notes representing the Book Entry Notes by the Clearing
Agency,


                                      16
<PAGE>


accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency. None of the Issuer, the Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

                                  ARTICLE III

                                   Covenants

      SECTION 3.1.Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.2(c), the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account on each Payment Date deposited
therein, pursuant to the Sale and Servicing Agreement (i) for the benefit of
the Class A-1 Notes, to Class A-1 Noteholders, (ii) for the benefit of the
Class A-2 Notes, to Class A-2 Noteholders, (iii) for the benefit of the Class
A-3 Notes, to Class A-3 Noteholders, (iv) for the benefit of the Class A-4
Notes, to the Class A-4 Noteholders and (v) for the benefit of the Class B
Notes, to the Class B Noteholders. Amounts properly withheld under the Code by
any Person from a payment to any Noteholder of interest and/or principal shall
be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.

      SECTION 3.2.Maintenance of Office or Agency. The Issuer will maintain an
office or agency where Notes may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served. The Issuer hereby initially
appoints the Indenture Trustee to serve as its agent for the foregoing
purposes. The Issuer will give prompt written notice to the Indenture Trustee
of the location, and of any change in the location, of any such office or
agency. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
as its agent to receive all such surrenders, notices and demands.

      SECTION 3.3.Money for Payments To Be Held in Trust. As provided in
Sections 8.2(a) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection
Account and the Note Distribution Account pursuant to Section 8.2(c) shall be
made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from the Collection Account and the Note
Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.

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


                                      17
<PAGE>


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

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

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

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

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

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

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

      Subject to applicable laws with respect to the escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two (2) years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request and with the
consent of the Insurer (unless an Insurer Default shall have occurred and be
continuing), and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof (but only to the
extent of the amounts so paid to the Issuer), and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that if such money or any portion thereof
had been previously deposited by the Insurer or Indenture Trustee for the
payment of principal or interest on the Notes, to the extent any amounts are
owing to the Insurer, such amounts shall be paid promptly to the Insurer upon
receipt of a written request by the Insurer to such effect, and provided,


                                      18
<PAGE>

further, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense of the Issuer cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at
the expense of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

      SECTION 3.4.Existence. Except as otherwise permitted by the provisions
of Section 3.10, the Issuer will keep in full effect its existence, rights and
franchises as a business trust under the laws of the State of Delaware (unless
it becomes, or any successor Issuer hereunder is or becomes, organized under
the laws of any other State or of the United States of America, in which case
the Issuer will keep in full effect its existence, rights and franchises under
the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Trust Fund.

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

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

                  (ii) maintain or preserve the lien and security interest
      (and the priority thereof) in favor of the Indenture Trustee for the
      benefit of the Issuer Secured Parties created by this Indenture or carry
      out more effectively the purposes hereof;

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

                  (iv) enforce any of the Collateral;

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

                                      19
<PAGE>

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

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

      SECTION 3.6.Opinions as to Trust Fund.

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

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

      SECTION 3.7.Performance of Obligations; Servicing of Receivables.

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


                                      20
<PAGE>


            (b) The Issuer may contract with other Persons acceptable to the
Insurer (so long as no Insurer Default shall have occurred and be continuing)
to assist it in performing its duties under this Indenture, and any
performance of such duties by a Person identified to the Indenture Trustee and
the Insurer in an Officer's Certificate of the Issuer shall be deemed to be
action taken by the Issuer. Initially, the Issuer has contracted with the
Servicer to assist the Issuer in performing its duties under this Indenture.

            (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents
and in the instruments and agreements included in the Trust Fund, including
but not limited to preparing (or causing to be prepared) and filing (or
causing to be filed) all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the Sale and Servicing
Agreement in accordance with and within the time periods provided for herein
and therein. Except as otherwise expressly provided therein, the Issuer shall
not waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the consent of the Indenture Trustee (given at the
direction of the Controlling Party) or the Controlling Party.

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

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

            (f) Upon any termination of the Servicer's rights and powers
pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee. As soon as a Successor Servicer (other than the
Indenture Trustee) is appointed, the Issuer shall notify the Indenture Trustee
of such appointment, specifying in such notice the name and address of such
Successor Servicer.

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

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


                                      21
<PAGE>


surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral or the Basic Documents, or
waive timely performance or observance by the Servicer or the Seller under the
Sale and Servicing Agreement; provided that no such amendment shall (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are
required to consent to any such amendment, without the consent of the Holders
of all the Outstanding Notes. If any such amendment, modification, supplement
or waiver shall be so consented to by the Indenture Trustee or such
Controlling Party, the Issuer agrees, promptly following a request by the
Indenture Trustee to do so, to execute and deliver, in its own name and at its
own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate under the circumstances.

      SECTION 3.8.Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

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

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

                  (iii) (A) permit the validity or effectiveness of this
      Indenture to be impaired, or permit the lien in favor of the Indenture
      Trustee created by this Indenture to be amended, hypothecated,
      subordinated, terminated or discharged, or permit any Person to be
      released from any covenants or obligations with respect to the Notes
      under this Indenture except as may be expressly permitted hereby, (B)
      permit any lien, charge, excise, claim, security interest, mortgage or
      other encumbrance (other than the lien of this Indenture) to be created
      on or extend to or otherwise arise upon or burden the Trust Fund or any
      part thereof or any interest therein or the proceeds thereof (other than
      tax liens, mechanics' liens and other liens that arise by operation of
      law, in each case on a Financed Vehicle and arising solely as a result
      of an action or omission of the related Obligor), (C) permit the lien of
      this Indenture not to constitute a valid first priority (other than with
      respect to any such tax, mechanics' or other lien) security interest in
      the Trust Fund or (D) amend, modify or fail to comply with the
      provisions of the Basic Documents without the prior written consent of
      the Controlling Party.

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


                                      22
<PAGE>


      SECTION 3.9.Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Insurer, within 120 days after the end of
each fiscal year of the Issuer (commencing with the fiscal year ended December
31, 200[_]) and otherwise in compliance with the requirements of TIA Section
314(a)(4), an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that

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

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

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

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

                  (i) the Person (if other than the Issuer) formed by or
      surviving such consolidation or merger shall be a Person organized and
      existing under the laws of the United States of America or any state and
      shall expressly assume, by an indenture supplemental hereto, executed
      and delivered to the Indenture Trustee, in form satisfactory to the
      Indenture Trustee and the Insurer (so long as no Insurer Default shall
      have occurred and be continuing), the due and punctual payment of the
      principal of and interest on all Notes and the performance or observance
      of every agreement and covenant of this Indenture on the part of the
      Issuer to be performed or observed, all as provided herein;

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

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

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

                  (v) all actions necessary to maintain the lien and security
      interest created by this Indenture shall have been taken;

                  (vi) the Issuer shall have delivered to the Indenture
      Trustee and the Insurer an Officer's Certificate and an Opinion of
      Counsel each stating that such

                                      23
<PAGE>

      consolidation or merger and such supplemental indenture comply with this
      Article III and that all conditions precedent herein provided for
      relating to such transaction have been complied with (including any
      filing required by the Exchange Act); and

                  (vii) so long as no Insurer Default shall have occurred and
      be continuing, the Issuer shall have given the Insurer written notice of
      such consolidation or merger at least 20 Business Days prior to the
      consummation of such action and shall have received the prior written
      approval of the Insurer of such consolidation or merger and the Issuer
      or the Person (if other than the Issuer) formed by or surviving such
      consolidation or merger has a net worth, immediately after such
      consolidation or merger, that is (a) greater than zero and (b) not less
      than the net worth of the Issuer immediately prior to giving effect to
      such consolidation or merger.

            (b) The Issuer shall not convey or transfer all or substantially
all of its properties or assets, including those included in the Trust Fund,
to any Person, unless

                  (i) the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer the conveyance or transfer of which
      is hereby restricted shall (A) be a United States citizen or a Person
      organized and existing under the laws of the United States of America or
      any state, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee, in form satisfactory to
      the Indenture Trustee and the Insurer (so long as no Insurer Default
      shall have occurred and be continuing), the due and punctual payment of
      the principal of and interest on all Notes and the performance or
      observance of every agreement and covenant of this Indenture and each of
      the Basic Documents on the part of the Issuer to be performed or
      observed, all as provided herein, (C) expressly agree by means of such
      supplemental indenture that all right, title and interest so conveyed or
      transferred shall be subject and subordinate to the rights of Holders of
      the Notes, (D) unless otherwise provided in such supplemental indenture,
      expressly agree to indemnify, defend and hold harmless the Issuer
      against and from any loss, liability or expense arising under or related
      to this Indenture and the Notes and (E) expressly agree by means of such
      supplemental indenture that such Person (or if a group of persons, then
      one specified Person) shall prepare (or cause to be prepared) and make
      all filings with the Commission (and any other appropriate Person)
      required by the Exchange Act in connection with the Notes;

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

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

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


                                      24
<PAGE>


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

                  (vii) so long as no Insurer Default shall have occurred and
      be continuing, the Issuer shall have given the Insurer written notice of
      such conveyance or transfer at least 20 Business Days prior to the
      consummation of such action and shall have received the prior written
      approval of the Insurer of such consolidation or merger and the Issuer
      or the Person (if other than the Issuer) formed by or surviving such
      consolidation or merger has a net worth, immediately after such
      consolidation or merger, that is (a) greater than zero and (b) not less
      than the net worth of the Issuer immediately prior to giving effect to
      such consolidation or merger.

      SECTION 3.11 Successor or Transferee.

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

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

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

      SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) obligations owing from time to
time to the Insurer under the Insurance Agreement and (iii) any other
Indebtedness permitted by or arising under the Basic Documents or the Issuer's
compliance therewith. The proceeds of the Notes shall be used exclusively to
fund the Issuer's purchase of the Receivables and the other assets specified
in the Sale and Servicing Agreement and to fund the Reserve Account, the Pre
Finding Account and the Capitalized Interest Account and to pay the Issuer's
organizational, transactional and start up expenses.

      SECTION 3.14 Servicer's Obligations. The Issuer shall cause the Servicer
to comply with the Sale and Servicing Agreement.


                                      25
<PAGE>


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

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

      SECTION 3.17 Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non compliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Issuer to perform its obligations under the Notes, this Indenture or
any Basic Document.

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

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

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

      SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 11.1 of the
Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to
eliminate the requirements thereunder that the Indenture Trustee, the Insurer
or the Holders of the Notes consent to amendments thereto as provided therein.


                                      26
<PAGE>


      SECTION 3.22 Income Tax Characterization. For purposes of federal
income, state and local income and franchise and any other taxes, the Issuer
will treat the Notes as indebtedness.

                                  ARTICLE IV

                          Satisfaction and Discharge

      SECTION 4.1.Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

      (A) either

      (1)   all Notes theretofore authenticated and delivered (other than (i)
            Notes that have been destroyed, lost or stolen and that have been
            replaced or paid as provided in Section 2.5 and (ii) Notes for
            whose payment money has theretofore been deposited in trust or
            segregated and held in trust by the Issuer and thereafter repaid
            to the Issuer or discharged from such trust, as provided in
            Section 3.3) have been delivered to the Indenture Trustee for
            cancellation and the Policy has expired and been returned to the
            Insurer for cancellation; or

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

                  (i) have become due and payable,

                  (ii) will become due and payable at their respective Final
      Scheduled Payment Dates within one year, or

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

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

                                      27
<PAGE>

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

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

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

      SECTION 4.3.Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee
under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the Indenture Trustee to be held and applied
according to Section 3.3 and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

                                   ARTICLE V

                          EVENTS OF DEFAULT: REMEDIES

      SECTION 5.1.Events of Default. "Event of Default," wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (i) default in the payment of any interest on any Note when
      the same becomes due and payable, and such default shall continue for a
      period of five days after receipt of notice thereof from the Indenture
      Trustee (solely for purposes of this clause, a payment on the Notes
      funded by the Insurer shall be deemed to be a payment made by the
      Issuer) and the Indenture Trustee shall provide such notice within two
      Business Days of such default; or

                  (ii) default in the payment of the principal of or any
      installment of the principal of any Note when the same becomes due and
      payable (solely for proposes of


                                      28
<PAGE>


      this clause, a payment on the Notes funded by the Insurer shall be
      deemed to be a payment made by the Issuer); or

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

                  (iv) so long as an Insurer Default shall have occurred and
      be continuing, default in the observance or performance of any covenant
      or agreement of the Issuer made in this Indenture (other than a covenant
      or agreement, a default in the observance or performance of which is
      elsewhere in this Section specifically dealt with), or any
      representation or warranty of the Issuer made in this Indenture or in
      any certificate or other writing delivered pursuant hereto or in
      connection herewith proving to have been incorrect in any material
      respect as of the time when the same shall have been made, and such
      default shall continue or not be cured, or the circumstance or condition
      in respect of which such misrepresentation or warranty was incorrect
      shall not have been eliminated or otherwise cured, for a period of 30
      days (or for such longer period, not in excess of 90 days, as may be
      reasonably necessary to remedy such default; provided that such default
      is capable of remedy within 90 days or less and the Servicer on behalf
      of the Owner Trustee delivers an Office's Certificate to the Indenture
      Trustee to the effect that the Issuer has commenced, or will promptly
      commence and diligently pursue, all reasonable efforts to remedy such
      default) after there shall have been given, by registered or certified
      mail, to the Issuer by the Indenture Trustee or to the Issuer and the
      Indenture Trustee by the Holders of at least 25% of the Outstanding
      Amount of the Notes a written notice specifying such default or
      incorrect representation or warranty and requiring it to be remedied and
      stating that such notice is a "Notice of Default" hereunder; or

                  (v) so long as an Insurer Default shall have occurred and be
      continuing, the filing of a decree or order for relief by a court having
      jurisdiction in the premises in respect of the Issuer or any substantial
      part of the Trust Fund in an involuntary case under any applicable
      Federal or state bankruptcy, insolvency or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official of the Seller, the
      Transferor or the Issuer or for any substantial part of the Trust Fund,
      or ordering the winding-up or liquidation of the Seller's, the
      Transferor's or the Issuer's affairs, and such decree or order shall
      remain unstayed and in effect for a period of 60 consecutive days; or

                  (vi) so long as an Insurer Default shall have occurred and
      be continuing, the commencement by the Issuer of a voluntary case under
      any applicable Federal or state bankruptcy, insolvency or other similar
      law now or hereafter in effect, or the consent by the Issuer to the
      entry of an order for relief in an involuntary case under any such law,
      or the consent by the Issuer to the appointment or taking possession by
      a receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the

                                      29
<PAGE>

      Seller, the Transferor or the Issuer or for any substantial part of the
      Trust Fund, or the making by the Seller, the Transferor or the Issuer of
      any general assignment for the benefit of creditors, or the failure by
      the Seller, the Transferor or the Issuer generally to pay its debts as
      such debts become due, or the taking of action by the Issuer in
      furtherance of any of the foregoing.

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

      SECTION 5.2.Rights Upon Event of Default.

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

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

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

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

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

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

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

                                      30
<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 5.3.Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

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

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

            (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may in its discretion but with the consent of the Controlling Party
and shall, at the direction of the Controlling Party (except as provided in
Section 5.3(d) below), proceed to protect and enforce its


                                      31
<PAGE>


rights and the rights of the Noteholders by such appropriate Proceedings as
the Indenture Trustee or the Controlling Party shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.

            (d) Notwithstanding anything to the contrary contained in this
Indenture (including without limitation Sections 5.4(a), 5.12, 5.13 and 5.17)
and regardless of whether an Insurer Default shall have occurred and be
continuing, if the Issuer fails to perform its obligations under Section 10.1
hereof when and as due, the Indenture Trustee may in its discretion (and
without the consent of the Controlling Party) proceed to protect and enforce
its rights and the rights of the Noteholders by such appropriate proceedings
as the Indenture Trustee shall deem most effective to protect and enforce any
such rights, whether for specific performance of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law; provided that the Indenture
Trustee shall only be entitled to take any such actions without the consent of
the Controlling Party to the extent such actions are taken only to enforce the
Issuer's obligations to redeem the principal amount of Notes and pay interest
thereon at the applicable Interest Rate and are taken only against the portion
of the Collateral, if any, consisting of any investments therein and any
proceeds thereof.

            (e) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Fund, proceedings under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention
in such proceedings or otherwise:

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

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


                                      32
<PAGE>


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

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

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

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

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

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

      SECTION 5.4.Remedies.

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

                  (i) institute Proceedings 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;

                                      33
<PAGE>

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

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

                  (iv) direct the Indenture Trustee to sell the Trust Fund or
      any portion thereof or rights or interest therein, at one or more public
      or private sales called and conducted in any manner permitted by law;
      provided, however, that the Indenture Trustee, or, if the Insurer is the
      Controlling Party, the Insurer, may not sell or otherwise liquidate the
      Trust Fund following an Insurance Agreement Indenture Cross Default
      unless:

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

                  (II) the proceeds of such sale or liquidation distributable
            to the Noteholders are sufficient to discharge in full all amounts
            then due and unpaid upon such Notes for principal and interest; or

if the Indenture Trustee is the Controlling Party, the Indenture Trustee may
not sell or otherwise liquidate the Trust Fund following an Event of Default
unless

                        either

                        (x) the Holders of 100% of the Outstanding Amount of
                  the Notes consents thereto, or

                        (y) the proceeds of such sale or liquidation
                  distributable to the Noteholders are sufficient to discharge
                  in full all amounts then due and unpaid upon such Notes for
                  principal and interest, or

                        (z) the Indenture Trustee determines that the Trust
                  Fund will not continue to provide sufficient funds for the
                  payment of principal of and interest on the Notes as they
                  would have become due if the Notes had not been declared due
                  and payable, and the Indenture Trustee provides notice to
                  the Rating Agencies and obtains the consent of Holders of 66
                  2/3% of the Outstanding Amount of the Notes.

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

      SECTION 5.5.Optional Preservation of the Trust Fund. If the Indenture
Trustee is the Controlling Party and if the Notes have been declared to be due
and payable under Section 5.2 following an Event of Default and such


                                      34
<PAGE>

declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may, but need not, elect to maintain possession of the Trust
Fund. It is the desire of the parties hereto and the Noteholders that there be
at all times sufficient funds for the payment of principal of and interest on
the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Fund. In
determining whether to maintain possession of the Trust Fund, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Fund for such purpose.

      SECTION 5.6.Priorities.

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

                  (i) FIRST: amounts due and owing and required to be
      distributed to the Servicer, the Backup Servicer and the Indenture
      Trustee, respectively, pursuant to priorities (i) and (ii) of Section
      5.6(b) of the Sale and Servicing Agreement and not previously
      distributed, in the order of such priorities and without preference or
      priority of any kind within such priorities;

                  (ii) SECOND: to the Class A-1 Noteholders, the Class A-2
      Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders,
      for amounts due and unpaid on the Class A-1, Class A-2, Class A-3 and
      Class A-4 Notes for interest, ratably, without preference or priority of
      any kind, according to the amounts due and payable on such Notes for
      interest;

                  (iii) THIRD: to the Class A-1 Noteholders, the Class A-2
      Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders,
      for amounts due and unpaid on the Class A-1, Class A-2, Class A-3 and
      Class A-4 Notes for principal, ratably, without preference or priority
      of any kind, according to the amounts due and payable on such Notes for
      principal;

                  (iv) FOURTH: to the Class B Noteholders, for amounts due and
      unpaid on the Class B Notes for interest, ratably, without preference or
      priority of any kind, according to the amounts due and payable on such
      Notes for interest;

                  (v) FIFTH: to the Class B Noteholders, for amounts due and
      unpaid on the Class B Notes for principal, ratably, without preference
      or priority of any kind, according to the amounts due and payable on
      such Notes for principal

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

                                      35
<PAGE>

                  (vii) SEVENTH: all remaining amounts to the Owner Trustee
      for distribution to Certificateholders in accordance with Section 5.02
      of the Trust Agreement; and

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

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

      SECTION 5.7.Limitation of Suits. Neither the Insurer, nor any Holder of
any Note shall have any right to institute any proceeding judicial or
otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

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

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

                                      36
<PAGE>

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

      SECTION 5.8.Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

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

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

      SECTION 5.11 Delay or Omission Not a Waiver. No delay or omission of the
Controlling Party or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

      SECTION 5.12 Control by Noteholders. Following the occurrence and
continuation of an Insurer Default, the Holders of a majority of the
Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

                                      37
<PAGE>

                  (ii) subject to the express terms of Section 5.4, any
      direction to the Indenture Trustee to sell or liquidate the Trust Fund
      shall be by the Holders of Notes representing not less than 100% of the
      Outstanding Amount of the Notes;

                  (iii) if the conditions set forth in Section 5.5 have been
      satisfied and the Indenture Trustee elects to retain the Trust Fund
      pursuant to such Section, then any direction to the Indenture Trustee by
      Holders of Notes representing less than 100% of the Outstanding Amount
      of the Notes to sell or liquidate the Trust Fund shall be of no force
      and effect; and

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

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

      SECTION 5.13 Waiver of Past Defaults. If an Insurer Default shall have
occurred and be continuing prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.2, a Note Majority may waive
any past Default or Event of Default and its consequences except a Default (a)
in payment of principal of or interest on any of the Notes or (b) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Note. In the case of any such waiver, the
Issuer, the Indenture Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.

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

      SECTION 5.14 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as Indenture Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on
or after the respective due dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).


                                      38
<PAGE>

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

      SECTION 5.16 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Indenture Trustee or the Noteholders shall be impaired by
the recovery of any judgment by the Indenture Trustee against the Issuer or by
the levy of any execution under such judgment upon any portion of the Trust
Fund or upon any of the assets of the Issuer.

      SECTION 5.17 Performance and Enforcement of Certain Obligations.

            (a) Promptly following a request from the Indenture Trustee to do
so and at the Servicer's expense, the Issuer agrees to take all such lawful
action as the Indenture Trustee may request to compel or secure the
performance and observance by the Seller, the Transferor and the Servicer, as
applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing Agreement in accordance with the terms thereof,
and to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller,
the Transferor or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

            (b) If the Indenture Trustee is a Controlling Party and if an
Event of Default has occurred and is continuing, the Indenture Trustee may,
and, at the direction (which direction shall be in writing) of the Holders of
at least 66-2/3% of the Outstanding Amount of the Notes and upon receipt of
indemnity reasonably satisfactory to the Indenture Trustee shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Seller, the Transferor or the Servicer under or in connection with the Sale
and Servicing Agreement, including the right or power to take any action to
compel or secure performance or observance by the Seller, the Transferor or
the Servicer of each of their obligations to the Issuer thereunder and to give
any consent, request, notice, direction, approval, extension or waiver under
the Sale and Servicing Agreement, and any right of the Issuer to take such
action shall be suspended.

      SECTION 5.18 Claims Under Policy.

            (a) In the event that the Indenture Trustee has delivered a
Deficiency Notice with respect to any Determination Date pursuant to Section
5.4 of the Sale and Servicing Agreement, the Indenture Trustee shall on the
related Deficiency Claim Date determine the

                                      39
<PAGE>

Policy Claim Amount for the related Payment Date. If the Policy Claim Amount
for such Payment Date is greater than zero, the Indenture Trustee shall
furnish to the Insurer no later than 12:00 noon New York City time on the
related Deficiency Claim Date a completed Notice of Claim in the amount of the
Policy Claim Amount. Amounts paid by the Insurer pursuant to a claim submitted
under this Section 5.18(a) shall be deposited by the Indenture Trustee into
the Note Distribution Account for payment to Noteholders on the related
Payment Date.

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

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

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

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


                                      40
<PAGE>


      SECTION 5.19 Preference Claims.

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

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

                                  ARTICLE VI

                             The Indenture Trustee

      SECTION 6.1.Duties of Indenture Trustee.

            (a) If an Event of Default actually known to a Responsible Officer
of the Indenture Trustee has occurred and is continuing, the Indenture Trustee
shall exercise the rights


                                      41
<PAGE>


and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

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

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

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

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

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

                  (iii) the Indenture Trustee shall not be liable with respect
      to any action it takes or omits to take in good faith in accordance with
      a direction received by it pursuant to Section 5.12 or 5.17.

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

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

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

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<PAGE>

            (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section, Section 6.2 and provisions
of the TIA.

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

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

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

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

      SECTION 6.2.Rights of Indenture Trustee.

            (a) The Indenture Trustee may rely on and shall be protected in
acting or refraining from acting upon arty 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 the Officer's Certificate or Opinion of Counsel.


                                      43
<PAGE>


            (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, [_____________], or any other such agent, attorney, custodian
or nominee appointed with due care by it hereunder.

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

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

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

            (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, and may conclusively rely on the
correctness of any statement made therein but the Indenture Trustee shall make
such investigation if requested in writing to do so by the Insurer (so long as
no Insurer Default shall have occurred and be continuing) or (if an Insurer
Default shall have occurred and be continuing), the Controlling Party, or by
the Holders of Notes evidencing not less than 25% of the Outstanding Amount
thereof; provided, however, that if the payment within a reasonable time to
the Indenture Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security afforded to it by the terms of this Indenture or the Sale and
Servicing Agreement, the Indenture Trustee may require indemnity reasonably
satisfactory to the Indenture Trustee against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Person making such request, or, if paid by
the Indenture Trustee, shall be reimbursed by the Person making such request
upon demand.

      SECTION 6.3.Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not Indenture


                                      44
<PAGE>


Trustee. Any Paying Agent, Note Registrar, co registrar or co paying agent may
do the same with like rights. However, the Indenture Trustee must comply with
Sections 6.11 and 6.12.

      SECTION 6.4.Indenture Trustee's Disclaimer. The Indenture Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Trust Fund or the Notes; the Indenture Trustee
shall not be accountable for the Issuer's use of the proceeds from the Notes,
and it shall not be responsible for any recitals or statement of the Issuer in
this Indenture or in any document issued in connection with the sale of the
Notes or in the Notes other than the Indenture Trustee's certificate of
authentication.

      SECTION 6.5.Notice of Defaults. If a Default occurs and is continuing
and if it is either actually known by, or written notice of the existence
thereof has been delivered to, a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of the Default
within 90 days after such knowledge or notice occurs. Except in the case of a
Default in payment of principal of or interest on any Note (including payments
pursuant to the mandatory redemption provisions of such Note), the Indenture
Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is
in the interests of Noteholders.

      SECTION 6.6.Reports by Indenture Trustee to Holders. Within the
prescribed period for tax reporting purposes after the end of each calendar
year during the term of this Indenture, the Indenture Trustee shall deliver to
each Noteholder such information in its possession relating to the payments
made by the Indenture Trustee on the Notes as may be reasonably required to
enable such Holder to prepare its Federal and state income tax returns.

      SECTION 6.7.Compensation and Indemnity.

            (a) Pursuant to Section 5.6(b) of the Sale and Servicing
Agreement, the Issuer shall, or shall cause the Servicer to, pay to the
Indenture Trustee from time to time, compensation for its services and
reimbursement for its expenses in accordance with a separate agreement between
the Servicer and the Indenture Trustee. The Indenture Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Indenture Trustee shall notify the Issuer and the Servicer promptly
of any claim for which it may seek indemnity. Failure by the Indenture Trustee
to so notify the Issuer and the Servicer shall not relieve the Issuer of its
obligations hereunder or the Servicer of its obligations under Article X of
the Sale and Servicing Agreement. For any indemnified claim, the Indenture
Trustee may have separate counsel and the Issuer shall to the extent that
funds are available therefor after payment in full of the Notes shall, or
shall cause the Servicer to pay, the fees and expenses of such counsel.
Neither the Issuer nor the Servicer need reimburse any expense or indemnify
against any loss, liability or expense incurred by the Indenture Trustee
through the Indenture Trustee's own willful misconduct, negligence or bad
faith.

            (b) The payment obligations to the Indenture Trustee pursuant to
this Section shall survive the Termination Date and the discharge of this
Indenture subject to a satisfaction of the Rating Agency Condition. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.1(v) or (vi) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the United
States Code or any


                                      45
<PAGE>


other applicable Federal or state bankruptcy, insolvency or similar law.
Notwithstanding anything else set forth in this Indenture or the Basic
Documents, the Indenture Trustee agrees that the obligations of the Issuer
(but not the Servicer) to the Indenture Trustee hereunder and under the Basic
Documents shall be recourse to the Trust Fund only and specifically shall not
be recourse to the assets of the Seller, the Transferor, the Depositor, the
Issuer or any Noteholder or any Certificateholder. In addition, the Indenture
Trustee agrees that its recourse to the Seller, the Transferor, the Depositor,
the Issuer, the Trust Fund and the Seller shall be limited to the right to
receive the distributions referred to in Section 5.6(b) of the Sale and
Servicing Agreement.

      SECTION 6.8.Replacement of Indenture Trustee.

            (a) The Indenture Trustee may resign at anytime by so notifying
the Issuer and the Insurer. The Controlling Party may remove the Indenture
Trustee by so notifying the Indenture Trustee and may appoint a successor
Indenture Trustee. The Issuer shall remove the Indenture Trustee, if:

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

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

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

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

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

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


                                      46
<PAGE>

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

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, to the Issuer and to the
Insurer (so long as no Insurer Default shall have occurred and be continuing).
Thereupon the resignation or removal of the retiring Indenture Trustee shall
become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture
subject to satisfaction of the Rating Agency Condition. The successor
Indenture Trustee shall mail a notice of its succession to Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee.

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

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

      Any resignation or removal of the Indenture Trustee and appointment of a
successor Indenture Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Indenture Trustee pursuant to Section 6.8 and payment of all fees and expenses
owed to the outgoing Indenture Trustee.

      Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's and the Servicer's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.

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

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<PAGE>

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

      SECTION 6.9.Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee
and shall provide written notice thereof to the Issuer, the Insurer, and each
Rating Agency provided, however that such corporation or banking association
shall be otherwise qualified and eligible under Section 6.11 hereto.

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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

      SECTION 6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA

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<PAGE>

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

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

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


                                      50
<PAGE>

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

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

      SECTION 6.17 [RESERVED].

      SECTION 6.18 [RESERVED].

      SECTION 6.19 Representations and Warranties of the Indenture Trustee.
The Indenture Trustee represents and warrants to the Issuer and to each Issuer
Secured Party as follows:

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

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

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

            (d) Valid and Binding Indenture. The Indenture Trustee has duly
executed and delivered this Indenture and each other Basic Document to which
it is a party, and each of this Indenture and each such other Basic Document
constitutes the legal, valid and binding obligation of the Indenture Trustee,
enforceable against the Indenture Trustee in accordance with its terms, except
as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and



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similar laws relating to or affecting the enforcement of creditors' rights
generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.

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

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

                                 ARTICLE VII

                        Noteholders' Lists and Reports

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

      SECTION 7.2.Preservation of Information; Communications to Noteholders.

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

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

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

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<PAGE>

      SECTION 7.3.Reports by Issuer. The Issuer shall:

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

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

                  (iii) supply to the Indenture Trustee (and the Indenture
      Trustee shall transmit by mail to all Noteholders described in TIA
      Section 313(c)) such summaries of any information, documents and reports
      required to be filed by the Issuer pursuant to clauses (i) and (ii) of
      this Section 7.3(a) as may be required by rules and regulations
      prescribed from time to time by the Commission.

      SECTION 7.4.Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each June 30, beginning with June 30, 200[_], the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

      SECTION 7.5.Fiscal Year.

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

                                 ARTICLE VIII

                     Accounts, Disbursements and Releases

      SECTION 8.1.Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by
the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall
apply all such money received by it as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Trust Fund, the


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<PAGE>

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

      SECTION 8.2.Trust Accounts.

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

            (b) Subject to Section 5.6 of the Sale and Servicing Agreement, on
each Payment Date and Redemption Date, the Indenture Trustee shall distribute
all amounts on deposit in the Note Distribution Account to Noteholders in
respect of the Notes to the extent of amounts due and unpaid on the Notes for
principal and interest in the following amounts and in the following order of
priority (except as otherwise provided in Section 5.6):

                  (i) accrued and unpaid interest on the Class A-1, Class A-2,
      Class A-3 and Class A-4 Notes; provided that if there are not sufficient
      funds in the Note Distribution Account to pay the entire amount of
      accrued and unpaid interest then due on each such Class of the Notes,
      the amount in the Note Distribution Account shall be applied to the
      payment of such interest on the each such Class of Notes pro rata on the
      basis of the amount of accrued and unpaid interest due on each such
      Class of Notes;

                  (ii) accrued and unpaid interest on the Class B Notes;

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

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

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

                  (vi) principal to the Holders of the Class A-4 Notes until
      the Outstanding Amount of the Class A-4 Notes is reduced to zero; and

                  (vii) principal to the Holders of the Class B Notes until
      the Outstanding Amount of the Class B Notes is reduced to zero.

      SECTION 8.3.General Provisions Regarding Accounts.

            (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall
be invested and reinvested in Eligible Investments by the Indenture Trustee
upon Issuer Order, subject to the provisions of Section 5.1(b) of the Sale and
Servicing Agreement. All income or other gain from investments



                                      54
<PAGE>

of moneys deposited in a Trust Account shall be deposited (or caused to be
deposited) by the Indenture Trustee in such Trust Account, and any loss
resulting from such investments shall be charged to such account. The Issuer
will not direct the Indenture Trustee to make any investment of any funds or
to sell any investment held in any of the Trust Accounts unless the security
interest Granted and perfected in such account will continue to be perfected
in such investment or the proceeds of such sale, in either case without any
further action by any Person, and, in connection with any direction to the
Indenture Trustee to make any such investment or sale, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.

            (b) [Reserved]

            (c) Subject to Section 6.1(c), the Indenture Trustee shall not in
any way be held liable by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Indenture Trustee's failure to make
payments on such Eligible Investment issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance
with their terms.

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

      SECTION 8.4.Release of Trust Fund.

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

            (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to Section
6.7 have been paid, release any remaining portion of the Trust Fund from the
lien of this Indenture and release for deposit into the Certificate
Distribution Account or to any other Person entitled thereto any funds then on
deposit in the Trust Accounts. The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.4(b) only upon
receipt of an Issuer Request



                                      55
<PAGE>

accompanied by an Officer's Certificate, an Opinion of Counsel and (if
required by TIA) Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

      SECTION 8.5.Opinion of Counsel. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of
the Noteholders in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Trust Fund. Counsel rendering
any such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                  ARTICLE IX

                            Supplemental Indentures

      SECTION 9.1.Supplemental Indentures.

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

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

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

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

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

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



                                      56
<PAGE>

      provision herein or in any supplemental indenture or to make any other
      provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided that such action
      shall not adversely affect the interests of the Holders of the Notes;

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

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

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

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

      SECTION 9.2.Supplemental Indentures with Consent of Noteholders.

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

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

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


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<PAGE>

      the respective due dates thereof (or, in the case of redemption, on or
      after the Redemption Date);

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

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

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

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

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

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

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

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

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

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      SECTION 9.3.Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Indenture Trustee's own rights, duties, liabilities or
immunities under this Indenture or otherwise.

      SECTION 9.4.Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this
Indenture of the Indenture Trustee, the Issuer, the Insurer and the Holders of
the Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
proposes.

      SECTION 9.5.Conformity With Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then in
effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

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

                                   ARTICLE X

                              Redemption of Notes

      SECTION 10.1 Redemption.

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

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<PAGE>

the Issuer shall deposit with the Indenture Trustee in the Note Distribution
Account the Redemption Price of the Notes to be redeemed whereupon all such
Notes shall be due and payable on the Redemption Date upon the furnishing of a
notice complying with Section 10.2 to each Holder of Notes.

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

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

      SECTION 10.2 Form of Redemption Notice.

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

      All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

                  (iv) that (unless the Issuer shall default in the payment of
      the Redemption Price) interest on the Notes shall cease to accrue on the
      Redemption Date. Notice of redemption of the Notes shall be given by the
      Indenture Trustee in the name



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<PAGE>

      and at the expense of the Issuer. Failure to give notice of redemption,
      or any defect therein, to any Holder of any Note shall not impair or
      affect the validity of the redemption of any other Note.

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

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

                                  ARTICLE XI

                                 Miscellaneous

      SECTION 11.1 Compliance Certificates and Opinions, etc.

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

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

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

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

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

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<PAGE>

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

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

                  (i) Whenever the Issuer is required to furnish to the
      Indenture Trustee and the Insurer an Officer's Certificate certifying or
      stating the opinion of any signer thereof as to the matters described in
      clause (b) above, the Issuer shall also deliver to the Indenture Trustee
      and the Insurer an Independent Certificate as to the same matters, if
      the fair value to the Issuer of the securities to be so deposited and of
      all other such securities made the basis of any such withdrawal or
      release since the commencement of the then current fiscal year of the
      Issuer, as set forth in the certificates delivered pursuant to clause
      (b) above and this clause (b)(i), is 10% or more of the Outstanding
      Amount of the Notes, but such a certificate need not be furnished with
      respect to any securities so deposited, if the fair value thereof to the
      Issuer as set forth in the related Officer's Certificate is less than
      $25,000 or less than 1 % percent of the Outstanding Amount of the Notes.

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

                  (iii) Whenever the Issuer is required to furnish to the
      Indenture Trustee and the Insurer an Officer's Certificate certifying or
      stating the opinion of any signer thereof as to the matters described in
      clause (b) above, the Issuer shall also furnish to the Indenture Trustee
      and the Insurer an Independent Certificate as to the same matters if the
      fair value of the property or securities and of all other property other
      than Purchased Receivables and Liquidated Receivables, or securities
      released from the lien of this Indenture since the commencement of the
      then current calendar year, as set forth in the certificates required by
      clause (b) above and this clause (b)(iii), equals 10% or more of the
      Outstanding Amount of the Notes, but such certificate need not be
      furnished in the case of any release of property or securities if the
      fair value thereof as set forth in the related Officer's Certificate is
      less than $25,000 or less than 1% of the then Outstanding Amount of the
      Notes.

                  (iv) Notwithstanding Section 2.9 or any other provision of
      this Section, the Issuer may (A) collect, liquidate, sell or otherwise
      dispose of Receivables as and to



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<PAGE>

      the extent permitted or required by the Basic Documents and (B) make
      cash payments out of the Trust Accounts as and to the extent permitted
      or required by the Basic Documents.

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

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

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

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

      SECTION 11.3 Acts of Noteholders.

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



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<PAGE>

sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section.

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

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

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

      SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer, Insurer and
Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders or other documents provided or permitted
by this Indenture to be made upon, given or furnished to or filed with:

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

            (b) The Issuer by the Indenture Trustee or by any Noteholder shall
be sufficient for every propose hereunder if personally delivered, delivered
by overnight courier or mailed certified mail, return receipt requested and
shall be deemed to have been duly given upon receipt to the Issuer addressed
to: [__________] Trust 200_-[_], in care of [__________], 1100 North Market
Street, Rodney Square, North Wilmington, Delaware 19890, Attention: Corporate
Trust Administration or at any other address previously furnished in writing
to the Indenture Trustee by Issuer. The Issuer shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.

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

      To the Insurer:   [________________]
                        [________________]
                        [________________]
                         Attention: [________________]
                         Telex No.: [________________]
                       Confirmation: [________________]
                       Telecopy No.: [________________]

      (In each case in which notice or other communication to the Insurer
refers to an Event of Default, a claim on the Policy or with respect to which
failure on the part of the Insurer to



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<PAGE>

respond shall be deemed to constitute consent or acceptance, then a copy of
such notice or other communication should also be sent to the attention of the
[____________].)

      Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee, or the Owner Trustee shall be in writing, personally
delivered, delivered by overnight courier or mailed certified mail, return
receipt requested to (i) Standard & Poor's, at the following address: Standard
& Poor's Structured Finance Ratings, 55 Water Street, 41st Floor, New York,
New York, 10041-0003, Attention of Asset Backed Surveillance Department and
(ii) Moody's, at the following address: Moody's Investors Service, Inc., 99
Church Street, New York, New York, 10004, Attention: ABS Monitoring
Department; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

      SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later 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 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder, that is different from the methods provided for in this Indenture
for such payments or notices, provided that such methods are reasonable and
consented to by the Indenture Trustee (which consent shall not be unreasonably
withheld). The Issuer will furnish to the Indenture Trustee a copy of each
such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

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<PAGE>

      SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

      SECTION 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors.

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

      SECTION 11.11 Benefits of Indenture. The Insurer and its successors and
assigns shall be a third party beneficiary to the provisions of this
Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture so long as no Insurer Default shall have occurred
and be continuing. Nothing in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Noteholders, and any other party secured
hereunder, and any other person with an Ownership interest in any part of the
Trust Fund, any benefit or any legal or equitable right, remedy or claim under
this Indenture. The Insurer may disclaim any of its rights and powers under
this Indenture (in which case the Indenture Trustee may exercise such right or
power hereunder), but not its duties and obligations under the Policy, upon
delivery of a written notice to the Indenture Trustee.

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

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

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

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

      SECTION 11.16 Trust Obligation.

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

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

                                      67
<PAGE>

      SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Transferor, the
Depositor, or the Issuer, or join in any institution against the Transferor,
the Depositor, or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Basic
Documents.

      SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee or of the
Insurer, during the Issuer's normal business hours, to examine all the books
of account, records, reports, and other papers of the Issuer, to make copies
and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances
and accounts with the Issuer's officers, employees, and independent certified
public accountants, all 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.



                                      68
<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.

                                       [____________________________]
                                       TRUST 200_-_

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



                                      By:

                                       __________________________________
                                          Name:
                                          Title:




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



                                      By:

                                       ___________________________________
                                          Name:
                                          Title:



                                      69
<PAGE>


                                                                     EXHIBIT A

                            Schedule of Receivables











                                     A-1
<PAGE>


                                                                   EXHIBIT B-1

                           [Form of Class A-1 Note]

No. B-1                        [________] [___], 200_                     CUSIP
                                 Date of Issuance

[__________ __, 200_]                CEDE & CO.                 $[___________]
Final Scheduled                   Registered Owner          Original Principal
Payment Date                                                            Amount

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

                         [_______________] TRUST 200_

                      Class A-1 [___]% ASSET BACKED NOTES

      [____________] TRUST 200_, a Delaware business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [__________] DOLLARS payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[_________] and the denominator of which
is $[_________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class B-1 Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Payment Date in
[________ __, 200_] (the "Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment. With
respect to any Payment Date, interest on the Outstanding Amount of this Note
will be an amount equal to the rate shown above, multiplied by the Outstanding
Amount on the preceding Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), multiplied by the actual number
of days elapsed during the applicable period divided by 360. Interest on this
Note will accrue for each Payment Date for the related Interest Period.
Interest will be computed on the basis of the actual number of days elapsed in
A-360 day year. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.


                                    B-1-1
<PAGE>

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

      The Notes are entitled to the benefits of a financial guaranty insurance
policy (the "Policy") issued by [_____________] (the "Insurer"), pursuant to
which the Insurer has unconditionally guaranteed payments to the Noteholders
to the extent set forth in the Indenture.

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

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



                                    B-1-2
<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.

                                       [_________________] TRUST 200_

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

                                      By:

                                       ___________________________________
                                          Name:
                                          Title:
                                          Date:


                                    B-1-3
<PAGE>


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:

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

                                      By:

                                       _________________________________
                                          Authorized Signatory


                                    B-1-4
<PAGE>



                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 [____]% Asset Backed Notes (herein called the
"Class A-1 Notes"), all issued under an Indenture dated as of [______________]
[1], 200_ (such indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [_______________], as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes and the Class B Notes (together, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

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

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

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

                                    B-1-5
<PAGE>

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

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

      The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains
provisions permitting the Insurer (and in certain circumstances described in
the Indenture, Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes),
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Controlling Party or the Holder of this Note (or any
one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.

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

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

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

      This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5 1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

                                    B-1-6
<PAGE>

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


                                    B-1-7
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer ID. or other identifying number of assignee

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________
     (name and address of assignee)

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

Dated:  _____________                              ________________________(1)
                                                        Signature Guaranteed:



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



                                    B-1-8
<PAGE>


                                                                   EXHIBIT B-2

                           [Form of Class A-2 Note]

No. A-2                       [_________] [___], 200_                    CUSIP
                                 Date of Issuance

[__________ __, 200_]                CEDE & CO.                  $[__________]
Final Scheduled                   Registered Owner          Original Principal
Payment Date                                                            Amount

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

                       [____________________] TRUST 200_

                      Class A-2 [___]% ASSET BACKED NOTES

      [______________] TRUST 200_, a Delaware business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [__________] DOLLARS payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[_________] and the denominator of which
is $[_________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-2 Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Payment Date in
[________ __, 200_] (the "Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment. With
respect to any Payment Date, interest on the Outstanding Amount of this Note
will be an amount equal to one-twelfth of the rate shown above, multiplied by
the Outstanding Amount on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on
this Note will accrue for each Payment Date for the related Interest Period.
Interest will be computed on the basis of A-360-day year consisting of twelve
30-day month. 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


                                    B-2-1
<PAGE>

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.

      The Notes are entitled to the benefits of a financial guaranty insurance
policy (the "Policy") issued by [__________] (the "Insurer"), pursuant to
which the Insurer has unconditionally guaranteed payments to the Noteholders
to the extent set forth in the Indenture.

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

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



                                    B-2-2
<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.

                                       [____________________] TRUST 200_

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

                                      By:

                                       __________________________________
                                          Name:
                                          Title:
                                          Date:




                                    B-2-3
<PAGE>



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:

                                       [______________________________], not

                                       in its individual capacity but solely
                                       as Indenture Trustee,

                                      By:

                                       _________________________________
                                          Authorized Signatory


                                    B-2-4
<PAGE>


                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 [_____]% Asset Backed Notes (herein called the
"Class A-2 Notes"), all issued under an Indenture dated as of [__________]
[1], 200_ (such indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [___________________], as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes and the Class B Notes (together, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

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

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

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

                                    B-2-5
<PAGE>

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

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

      The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains
provisions permitting the Insurer (and in certain circumstances described in
the Indenture, Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes),
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Controlling Party or the Holder of this Note (or any
one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.

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

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

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

      This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

                                    B-2-6
<PAGE>

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


                                    B-2-7
<PAGE>



                                  ASSIGNMENT

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

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________
     (name and address of assignee)

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

Dated:  _____________                              ________________________(1)
                                                        Signature Guaranteed:



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




                                    B-2-8
<PAGE>


                                                                   EXHIBIT B-3

No. A-3                      [__________] [___], 200_                    CUSIP
                                 Date of Issuance

[__________ __, 200_]                CEDE & CO.                  $[__________]
Final Scheduled                   Registered Owner          Original Principal
Payment Date                                                            Amount

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

                          [_____________] TRUST 200_

                      Class A-3 [___]% ASSET BACKED NOTES

      [______________] TRUST 200_, a Delaware business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [__________] DOLLARS payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[_________] and the denominator of which
is $[_________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-3 Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Payment Date in
[________ __, 200_] (the "Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment. With
respect to any Payment Date, interest on the Outstanding Amount of this Note
will be an amount equal to one-twelfth of the rate shown above, multiplied by
the Outstanding Amount on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on
this Note will accrue for each Payment Date for the related Interest Period.
Interest will be computed on the basis of the actual number of days elapsed in
A-360 day year consisting of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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



                                    B-3-1
<PAGE>

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

      The Notes are entitled to the benefits of a financial guaranty insurance
policy (the "Policy") issued by [______________] (the "Insurer"), pursuant to
which the Insurer has unconditionally guaranteed payments to the Noteholders
to the extent set forth in the Indenture.

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

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



                                    B-3-2
<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.

                                       [______________] TRUST 200_-2

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

                                       By:

                                       ____________________________________
                                          Name:
                                          Title:
                                          Date:


                                    B-3-3
<PAGE>



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:

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

                                       By:

                                       _________________________________
                                          Authorized Signatory



                                    B-3-4
<PAGE>


                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 [____]% Asset Backed Notes (herein called the
"Class A-3 Notes"), all issued under an Indenture dated as of [__________]
[___], 200_ (such indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [__________________], as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes and the Class B Notes (together, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

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

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

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

                                    B-3-5
<PAGE>

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

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

      The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains
provisions permitting the insurer (and in certain circumstances described in
the Indenture, Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes),
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Controlling Party or the Holder of this Note (or any
one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.

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

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

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

      This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5 1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

                                    B-3-6
<PAGE>

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


                                    B-3-7
<PAGE>


                                  ASSIGNMENT

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

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________
     (name and address of assignee)

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

Dated:  _____________                              ________________________(1)
                                                       Signature Guaranteed:

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


                                    B-3-8
<PAGE>

                                                                   EXHIBIT B-4

                           [Form of Class A-4 Note]

No. A-4                     [__________] [___], 200_                      CUSIP
                               Date of Issuance

[__________ __, 200_]                CEDE & CO.                $[____________]
Final Scheduled                   Registered Owner          Original Principal
Payment Date                                                            Amount

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

                          [______________] TRUST 200_

                      Class A-4 [___]% ASSET BACKED NOTES

      [_____________] TRUST 200_, a Delaware business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [__________] DOLLARS payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[_________] and the denominator of which
is $[_________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-4 Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Payment Date in
[________ __, 200_] (the "Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment. With
respect to any Payment Date, interest on the Outstanding Amount of this Note
will be an amount equal to the rate shown above, multiplied by the Outstanding
Amount on the preceding Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date). Interest on this Note will
accrue for each Payment Date for the related Interest Period. Interest will be
computed on the basis of A-360 day year consisting of twelve 30-day months.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public



                                    B-4-1
<PAGE>

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.

      The Notes are entitled to the benefits of a financial guaranty insurance
policy (the "Policy") issued by [____________] (the "Insurer"), pursuant to
which the Insurer has unconditionally guaranteed payments to the Noteholders
to the extent set forth in the Indenture.

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

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



                                    B-4-2
<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.

                                       [______________________] TRUST 200_

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

                                       By:

                                       _________________________________
                                          Name:
                                          Title:
                                          Date:


                                    B-4-3
<PAGE>



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:

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



                                       By: ______________________________
                                           Authorized Signatory


                                    B-4-4
<PAGE>


                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4 [____]% Asset Backed Notes (herein called the
"Class A-4 Notes"), all issued under an Indenture dated as of [__________]
[l], 200_ (such indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [_______________], as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes and the Class B Notes (together, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

      Principal of the Class A-4 Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the fifteenth day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing in [________], 200[_].

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

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

                                    B-4-5
<PAGE>

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

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

      The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains
provisions permitting the Insurer (and in certain circumstances described in
the Indenture, Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes),
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Controlling Party or the Holder of this Note (or any
one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.

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

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

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

      This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5 1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

                                    B-4-6
<PAGE>

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



                                    B-4-7
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer ID. or other identifying number of assignee

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________________
     (name and address of assignee)

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

Dated:  _____________                            __________________________(1)
                                                        Signature Guaranteed:




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




                                    B-4-8
<PAGE>


                                                                   EXHIBIT B-5

                            [Form of Class B Note]

No. B-1                        [__________] [___], 200_                   CUSIP
                                  Date of Issuance

[__________ __, 200_]                CEDE & CO.                $[____________]
Final Scheduled                   Registered Owner          Original Principal
Payment Date                                                            Amount

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

                          [______________] TRUST 200_

                       Class B [___]% ASSET BACKED NOTES

      [_____________] TRUST 200_, a Delaware business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [__________] DOLLARS payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $[_________] and the denominator of which
is $[_________] by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class B Notes pursuant to
Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the Payment Date in
[________ __, 200_] (the "Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Payment Date
until the principal of this Note is paid or made available for payment. With
respect to any Payment Date, interest on the Outstanding Amount of this Note
will be an amount equal to the rate shown above, multiplied by the Outstanding
Amount on the preceding Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date). Interest on this Note will
accrue for each Payment Date for the related Interest Period. Interest will be
computed on the basis of A-360 day year consisting of twelve 30-day months.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and



                                    B-5-1
<PAGE>

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.

      The Notes are entitled to the benefits of a financial guaranty insurance
policy (the "Policy") issued by [______________] (the "Insurer"), pursuant to
which the Insurer has unconditionally guaranteed payments to the Noteholders
to the extent set forth in the Indenture.

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

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


                                    B-5-2
<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.

                                       [______________________] TRUST 200_

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

                                       By:

                                       _________________________________
                                          Name:
                                          Title:
                                          Date:



                                    B-5-3
<PAGE>



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:

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

                                       By:______________________________
                                          Authorized Signatory


                                    B-5-4
<PAGE>



                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B [____]% Asset Backed Notes (herein called the "Class
B Notes"), all issued under an Indenture dated as of [__________] [l], 200_
(such indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [_______________], as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes and the Class B Notes (together, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

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

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

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

                                    B-5-5
<PAGE>

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

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

      The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the
Insurer or, if an Insurer Default has occurred and is continuing, with the
consent of the Holders of Notes representing a majority of the Outstanding
Amount of all Notes at time Outstanding. The Indenture also contains
provisions permitting the Insurer (and in certain circumstances described in
the Indenture, Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes),
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Controlling Party or the Holder of this Note (or any
one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.

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

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

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

      This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5 1401 of the General
Obligations Law, but otherwise without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

                                    B-5-6
<PAGE>

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


                                    B-5-7
<PAGE>


                                  ASSIGNMENT

Social Security or taxpayer ID. or other identifying number of assignee

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________________
     (name and address of assignee)

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

Dated:  _____________                          ____________________________(1)
                                                         Signature Guaranteed



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


                                    B-5-8