AMERICREDIT CORP
INDENTURE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>INDENTURE
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                                                  Execution Copy

                            CIBC MELLON TRUST COMPANY

                                  as trustee of

                 AMERICREDIT CANADA AUTOMOBILE RECEIVABLES TRUST


                                       and


                           BNY Trust Company of Canada

                              as Indenture Trustee



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

                                    INDENTURE

                               September 30, 2002

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


                          OSLER, HOSKIN & HARCOURT LLP

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                                TABLE OF CONTENTS

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ARTICLE 1
    INTERPRETATION...........................................................................................  1
    Section 1.1..................................................................................Definitions.  1
    Section 1.2............................................................................Extended Meanings. 17
    Section 1.3.....................................................................................Headings. 17
    Section 1.4..........................................................References to Sections and Articles. 17
    Section 1.5......................................................................Proper Law of Indenture. 18
    Section 1.6.....................................................................Invalidity of Provisions. 18
    Section 1.7..................................................................Computation of Time Periods. 18
    Section 1.8.............................................................................Non-Business Days 18
    Section 1.9........................................................................Accounting Principles. 18
    Section 1.10....................................................................................Currency. 18
    Section 1.11..............................................................References to Trust and Trustee 19

ARTICLE 2
    THE NOTES...............................................................................................  19
    Section 2.1........................................................................................Notes. 19
    Section 2.2...................................................Requirements for Initial Creation of Notes. 19
    Section 2.3..............................................................Creation and Issuance in Series. 20
    Section 2.4........................................................Execution, Certification and Delivery. 21
    Section 2.5..............................................................................Temporary Notes. 22
    Section 2.6..........................................Registration, Registration of Transfer and Exchange. 23
    Section 2.7..................................................................Persons Entitled to Payment. 25
    Section 2.8...................................................Mutilated, Destroyed, Lost or Stolen Notes. 25
    Section 2.9..................................................................................Cancellation 26
    Section 2.10.........................................................................Protection of Notes. 26
    Section 2.11............................................................................Book-Entry Notes. 27
    Section 2.12...................................................................Notices To Clearing Agency 28
    Section 2.13.................................................Payment of Amounts Due on Maturity of Notes. 29
    Section 2.14......................................................Periodic Payments on Medium Term Notes. 29
    Section 2.15................................................................................Interest Act. 30

ARTICLE 3
    SECURITY................................................................................................. 31
    Section 3.1.................................................................Security for the Obligations. 31
    Section 3.2.....................................................................................Habendum. 33
    Section 3.3.............................................Security Valid Irrespective of Advance of Moneys. 33
    Section 3.4...................................................................Satisfaction and Discharge. 33

ARTICLE 4
    POSSESSION AND USE OF COLLATERAL; SERIES ACCOUNTS........................................................ 34
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                                TABLE OF CONTENTS
                                   (continued)
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    Section 4.1......................................................................................General. 34
    Section 4.2..............................................................................Series Accounts. 34
    Section 4.3.........................................................................Location of Accounts. 34

ARTICLE 5
    COVENANTS OF THE TRUST................................................................................... 35
    Section 5.1...........................................................................Positive Covenants. 35
    Section 5.2...........................................................................Negative Covenants. 37
    Section 5.3......................................................Indenture Trustee May Perform Covenants. 39

ARTICLE 6
    REPRESENTATIONS AND WARRANTIES........................................................................... 39
    Section 6.1..................................................Representations and Warranties of the Trust. 39
    Section 6.2......................................Representations and Warranties of the Indenture Trustee. 40
    Section 6.3...................................................Survival of Representations and Warranties. 41

ARTICLE 7
    EVENTS OF DEFAULT........................................................................................ 42
    Section 7.1......................................................................Related Event of Default 42
    Section 7.2............................................Acceleration Of Maturity; Rescission And Annulment 42

ARTICLE 8
    REMEDIES AND ENFORCEMENT................................................................................. 43
    Section 8.1.....................Collection Of Indebtedness And Suits For Enforcement By Indenture Trustee 43
    Section 8.2..........................................................................Remedies; Priorities 46
    Section 8.3............................................Performance And Enforcement Of Certain Obligations 46
    Section 8.4......................................................Optional Preservation Of The Receivables 47
    Section 8.5........................................................................Application of Moneys. 47
    Section 8.6.................................................................................Trust Moneys. 48
    Section 8.7.........................Unconditional Rights Of Debtholders To Receive Principal And Interest 48
    Section 8.8............................................................Restoration Of Rights And Remedies 48
    Section 8.9................................................................Delay Or Omission Not A Waiver 48
    Section 8.10.......................................................................Control By Debtholders 48
    Section 8.11..........................................................Notice of Related Event of Default. 49
    Section 8.12.............................................................Purchase by Specified Creditors. 49
    Section 8.13........................................Protection of Persons Dealing with Indenture Trustee. 49
    Section 8.14.........................................................................Remedies Cumulative. 49
    Section 8.15......................................................The Trust to Execute Confirmatory Deed. 50
    Section 8.16........................................................Indenture Trustee Appointed Attorney. 50
    Section 8.17...................................................................Disclaimer of Marshalling. 50

ARTICLE 9
    SUITS BY SPECIFIED CREDITORS AND INDENTURE TRUSTEE....................................................... 51
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                                TABLE OF CONTENTS
                                   (continued)
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    Section 9.1..............................................................Specified Creditors May Not Sue. 51
    Section 9.2..............................................Indenture Trustee Not Required to Possess Notes. 51
    Section 9.3..............................................Indenture Trustee May Institute All Proceedings. 52

ARTICLE 10
    MEETINGS OF NOTEHOLDERS.................................................................................. 52
    Section 10.1...................................................................Right to Convene Meetings. 52
    Section 10.2..........................................................................Notice of Meetings. 52
    Section 10.3.................................................................................Chairperson. 53
    Section 10.4......................................................................................Quorum. 53
    Section 10.5............................................................................Power to Adjourn. 53
    Section 10.6...............................................................................Show of Hands. 53
    Section 10.7........................................................................................Poll. 53
    Section 10.8......................................................................................Voting. 54
    Section 10.9.................................................................................Regulations. 54
    Section 10.10.....................................................................Right to Attend; Notice 55
    Section 10.11.............................................Powers Exercisable by Extraordinary Resolution. 55
    Section 10.12........................Powers Exercisable by Extraordinary Resolution of Holders of Series. 56
    Section 10.13......................................................Meaning of "Extraordinary Resolution". 58
    Section 10.14..............................................................................Class Meetings 58
    Section 10.15.................................................................................Limitation. 59
    Section 10.16..........................................................................Powers Cumulative. 59
    Section 10.17....................................................................................Minutes. 59
    Section 10.18.....................................................................Instruments in Writing. 60
    Section 10.19..............................................................Binding Effect of Resolutions. 60
    Section 10.20................................................................Rights of Funding Providers. 60

ARTICLE 11
    THE INDENTURE TRUSTEE.................................................................................... 60
    Section 11.1.................................................................Trust Indenture Legislation. 60
    Section 11.2......................................................Rights and Duties of Indenture Trustee. 61
    Section 11.3...............................Conditions Precedent to Indenture Trustee's Obligation to Act. 62
    Section 11.4................................................................Experts, Advisors and Agents. 63
    Section 11.5..................................................Certificates of the Trust and Trust Orders. 64
    Section 11.6.......................................................Instruments Held By Indenture Trustee. 66
    Section 11.7.............................................................Protection of Indenture Trustee. 66
    Section 11.8............................Resignation or Removal of Indenture Trustee; Conflict of Interest 68
    Section 11.9..............................................................Authority to Carry on Business. 69
    Section 11.10..........................................................Authorization for Quebec Security. 69
    Section 11.11.......................................................Successor Indenture Trustee By Merger 70
    Section 11.12...............................................................Eligibility; Disqualification 70
    Section 11.13..................................................Acceptance of Trusts by Indenture Trustee. 70
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ARTICLE 12
    PAYING AGENTS............................................................................................ 71
    Section 12.1................................................................Appointment of Paying Agents. 71
    Section 12.2.................................................................Protection of Paying Agents. 72
    Section 12.3...............................................................Compensation of Paying Agents. 73

ARTICLE 13
    SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................... 73
    Section 13.1.....................................................................Supplemental Indentures. 73
    Section 13.2.........................................................................Automatic Amendment. 74
    Section 13.3....................................................................Amendments to Agreements. 74

ARTICLE 14
    NOTICES.................................................................................................. 75
    Section 14.1.............................................................................Notice to Trust. 75
    Section 14.2.................................................................Notice to Indenture Trustee. 75
    Section 14.3.......................................................................Notice to Noteholders. 75
    Section 14.4.........................................................Notice to Other Specified Creditors. 76
    Section 14.5.....................................................................Notice to Rating Agency. 76
    Section 14.6...........................................................................Change of Address. 76

ARTICLE 15
    GENERAL.................................................................................................. 76
    Section 15.1...................................................Evidence of Rights of Specified Creditors. 76
    Section 15.2............................................................................Trust Obligation. 77
    Section 15.3..................................................................................No Petition 77
    Section 15.4................................................................................Subordination 77
    Section 15.5............................................................................Limited Recourse. 78
    Section 15.6...............................................................................Administrator. 79
    Section 15.7...................................................................Execution in Counterparts. 79
    Section 15.8.................................................................................Formal Date. 79
    Section 15.9.................................................................Delivery of Executed Copies. 79
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                                      -iv-

<PAGE>

                                    INDENTURE

This Indenture is made as of September 30, 2002 among CIBC MELLON TRUST COMPANY,
in its capacity as trustee (the "Trustee") of AMERICREDIT CANADA AUTOMOBILE
RECEIVABLES TRUST (in such capacity, together with its successors and permitted
assigns in such capacity, the "Trust"), and BNY TRUST COMPANY OF CANADA, as
indenture trustee (in such capacity, together with its successors and permitted
assigns in such capacity the "Indenture Trustee").

WHEREAS the Trust is desirous of creating and issuing from time to time
asset-backed notes in the manner hereinafter provided.

In consideration of the foregoing and the mutual agreements contained herein
(the receipt and adequacy of which are acknowledged), the parties agree as
follows:

                                    ARTICLE 1
                                 INTERPRETATION

Section 1.1         Definitions.

     In this Indenture, the following terms will have the following meanings:

     "Act" means the Securities Act (Ontario) as in effect from time to time.

     "Administration Agreement" means the administration agreement made as of
     September 26, 2002 between the Trustee and the Administrator, providing for
     certain administrative, management and audit services, as the same may be
     amended, supplemented, modified, restated or replaced from time to time.

     "Administrator" means AmeriCredit Financial Services of Canada Ltd., its
     successors and permitted assigns and includes any other Administrator
     appointed pursuant to the Administration Agreement.

     "Affiliate" means, (i) with respect to the Trustee, the Trustee's
     affiliated companies within the meaning of the Business Corporations Act
     (Ontario) ("OBCA"); and for the purpose of this declaration of trust,
     Affiliate shall be deemed to include Canadian Imperial Bank of Commerce,
     CIBC Mellon Global Securities Services Company and Mellon Bank, N.A. and
     each of their affiliates within the meaning of the OBCA and (ii) with
     respect to any other Person, any other Person that (a) directly or
     indirectly, is in control of, is controlled by or is under common control
     with such Person or is a director or officer of such Person or (b) is
     non-arm's length (as defined in the Income Tax Act (Canada)) with or to
     such Person. A Person shall be deemed to control another Person if the
     controlling Person possesses, directly or indirectly, the power to direct
     or cause the direction of the management or policies of the controlled
     Person, whether through ownership of voting securities, by contract or
     otherwise.

<PAGE>

                                      - 2 -

     "Agency Agreement" means an agency agreement between the Trust and an agent
     providing for the sale and distribution of the Notes of any Series or Class
     by the agent as agent for and on behalf of the Trust, as such agreement may
     be amended, supplemented, modified, restated or replaced from time to time.

     "Agent" means any Person appointed by the Trust as an agent pursuant to an
     Agency Agreement and the successors and permitted assigns of such Person in
     such capacity.

     "Asset Backed Security" means a security backed by accounts, intangibles,
     instruments, chattel paper or other financial assets (and related goods, if
     applicable) or by other assets included in the definition of Purchased
     Interest.

     "Asset Purchase Agreement" means each sale and servicing agreement,
     receivables sale or asset purchase agreement, secured or unsecured loan
     agreement or other agreement or agreements among a Seller, the Trust, the
     Administrator, and such other Persons, if any, parties thereto, providing
     for the acquisition or creation of one or more Purchased Interests by the
     Trust from such Seller, as amended, supplemented or otherwise modified and
     in effect from time to time; provided, however, with respect to any
     Purchased Interest consisting of one or more Asset Backed Securities or
     interests therein, the Asset Purchase Agreement shall mean the documents
     evidencing or governing such Asset Backed Securities and any documents
     evidencing or providing for the Trust's acquisitions of such Asset Backed
     Securities (whether or not any of the Trust, the Seller or the
     Administrator are parties thereto).

     "Authenticating Agent" means (a) in the case of Short Term Notes of a
     Series or Class, the Paying Agent for such Series or Class, as applicable,
     and (b) in the case of Medium Term Notes of any Series or Class, the
     Indenture Trustee, and (c) includes any successor Authenticating Agent for
     such Series or Class appointed pursuant to this Indenture or any Related
     Series Supplement.

     "Beneficial Owner" means, with respect to a Book-Entry Note, the Person who
     is the beneficial owner of the Book-Entry Note.

     "Beneficiaries" shall have the meaning ascribed thereto in the Declaration
     of Trust.

     "Book-Entry Notes" means a beneficial interest in the Notes of any Series
     or Class, ownership and transfers of which shall be made through the
     Book-Entry System as described in Section 2.11 and the Related Series
     Supplement.

     "Book-Entry System" means the record entry securities transfer and pledge
     system administered by the Clearing Agency in accordance with its operating
     rules and procedures.

     "Business Day" means any day other than a Saturday, a Sunday or a day on
     which banks or trust companies in The City of Toronto, Ontario or Fort
     Worth, Texas are authorized or obligated by law, regulation or executive
     order to be closed and includes, for any Series or Class, any additional
     day specified as a Business Day in the Related Series Supplement.

<PAGE>

                                      - 3 -

     "Canadian Dollars" and "Cdn. $" means the lawful money of Canada.

     "CDS" means The Canadian Depository for Securities Limited, its successors
     and assigns.

     "Certificate of the Trust" means a certificate of a Responsible Officer of
     the Trustee or the Administrator on behalf of the Trustee.

     "Class" means, with respect to any Series, each class of Notes of such
     Series authorized, issued or created pursuant to this Indenture and the
     Related Series Supplement and each class of Loans, if any, authorized,
     issued, created, obtained or borrowed by the Trust, and designated as a
     class of Debt Obligation, pursuant to such Related Series Supplement and
     the Related Funding Agreements.

     "Clearing Agency" means CDS or, if otherwise specified in the Related
     Series Supplement with respect to the Notes of any Series, any other
     organization recognized as a "clearing agency" pursuant to the Act.

     "Clearing Agency Letter of Representation" means any letter of
     representation provided by the Trust to a Clearing Agency with respect to a
     Series or Class of Notes and the procedures under the Book-Entry System.

     "Collateral" means the properties, assets, undertakings and agreements of
     the Trust and all rights, benefits and proceeds accruing thereunder or
     arising therefrom mortgaged, charged, pledged, granted, transferred,
     assigned, hypothecated and set over as security for the Obligations in
     accordance with Article 3.

     "Collection Accounts" means, for any Series, the collection accounts, if
     any, required to be established and maintained by the Servicer, the
     Indenture Trustee or the Trust pursuant to the provisions of the Related
     Asset Purchase Agreements, the Related Servicing Agreements or the Related
     Series Supplement and designated as such pursuant to the Related Series
     Supplement;

     "Collections" has, for any Series, the meaning specified in the Related
     Series Supplement and, subject to the terms and conditions of any Related
     Series Supplement, includes all cash collections or other proceeds of any
     Related Purchased Interest (including Eligible Investments thereof and
     Investment Earnings thereon) and the Related Programme Agreements,
     including all amounts received by or held for the benefit of the Trust as
     actual or deemed collections on or with respect to the assets underlying or
     included in such Purchased Interest, any amounts to be treated as
     Collections or distributed to or for the benefit of, or deposited into any
     Related Series Account maintained for, the Related Specified Creditors
     pursuant to the Related Asset Purchase Agreements or such Related Series
     Supplement and any proceeds of sale of such Purchased Interest and all
     proceeds of the foregoing.

     "Counsel" means any barrister or solicitor or firm of barristers and
     solicitors retained by the Indenture Trustee, which may include counsel to
     the Trust.

<PAGE>

                                      - 4 -

     "Credit Agreement" has, for any Series, Class or Related Asset Purchase
     Agreement, the meaning, if any, specified in the Related Series Supplement
     and, subject to the terms and conditions of any Related Series Supplement,
     means and includes any agreement entered into by any Credit Provider and
     the Trust in connection with such Series, Class or Related Asset Purchase
     Agreement and the related Purchased Interest providing for (a) the issuance
     for the account of the Trust of one or more letters of credit, guarantees,
     surety bonds, insurance policies or credit facilities, (b) the sale by the
     Trust to any Credit Provider of Purchased Interests (or portions thereof)
     and/or (c) the making of loans and/or other extensions of credit to the
     Trust, in each case, for the purposes of providing credit enhancement for
     the payment or repayment of such Series, Class or Related Asset Purchase
     Agreement and the related Purchased Interest, together with any related
     cash collateral agreement, letter of credit, guarantee, surety bond,
     insurance policy, Related Series Account or other agreement or instrument
     executed, delivered or funded thereunder or in connection therewith (but
     does not include (i) any Liquidity Loan Agreement or Liquidity Asset
     Purchase Agreement, (ii) any Paying Agency Agreement or (iii) any
     arrangement or Reserve provided by or on behalf of a Seller solely to
     support the Purchased Interest acquired under its Asset Purchase Agreement
     or such Series).

     "Credit Provider" has, for any Series, the meaning, if any, specified in
     the Related Series Supplement.

     "Debt Obligation" means a Note or Loan of any Series or Class.

     "Debtholder" or "Holder" means a Noteholder or the holder or owner of a
     Debt Obligation other than a Note.

     "Declaration of Trust" means the declaration of trust made as of September
     26, 2002 by CIBC Mellon Trust Company providing for the establishment of
     AmeriCredit Canada Automobile Receivables Trust as a trust under the laws
     of the Province of Ontario, as amended, supplemented, modified, restated or
     replaced from time to time.

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

     "Definitive Notes" means fully registered certificates representing Notes
     in the form specified in the Related Series Supplement.

     "Eligible Deposit Account" has, with respect to any Series, the meaning
     specified in the Related Series Supplement.

     "Eligible Institution" has, with respect to any Series, the meaning
     specified in the Related Series Supplement.

     "Eligible Investments" has, with respect to any Series, the meaning
     specified in the Related Series Supplement.

     "Event of Default" has the meaning ascribed thereto in Section 7.1.

<PAGE>

                                      - 5 -

     "Extraordinary Resolution" means a resolution described in Section 10.13.

     "Face Amount" means (i) the face amount of any Debt Obligation issued on a
     discount basis (or the face amount of any bankers' acceptance accepted by a
     Funding Provider pursuant to a Liquidity Loan Agreement) and (ii) the
     principal amount of any Debt Obligation issued or obtained on an
     interest-bearing basis plus, in the case of any Debt Obligation issued on
     an interest bearing basis, all interest accrued and to accrue to the stated
     maturity date of such Debt Obligation.

     "Funding Agent" means an Eligible Institution acting as agent for itself
     and other Funding Providers pursuant to a Funding Agreement together with
     its successors and permitted assigns in such capacity.

     "Funding Agreement" means a Liquidity Loan Agreement or a Liquidity Asset
     Purchase Agreement.

     "Funding Providers" means the Eligible Institutions or other Persons that
     are at any time purchasers under the Funding Agreements. The Funding
     Providers with respect to any Funding Agreement means the Funding Providers
     that are parties to such Funding Agreement.

     "Governmental Authority" means any nation or government, any province,
     state or other political subdivision thereof, any central bank (or similar
     monetary or regulatory authority) thereof, any body or entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government, including without limitation, any court and
     any Person owned or controlled, through stock or investment ownership or
     otherwise, by any of the foregoing.

     "Hedging Contract" shall mean (i) any interest rate swap transaction, basis
     swap, forward rate transaction, interest rate option transaction, cap
     transaction, floor transaction, collar transaction or similar transaction,
     (ii) any option with respect to any transactions described in clause (i),
     (iii) any combination of any transactions or agreements described in
     clauses (i) or (ii), or (iv) any option to sell or buy marketable
     securities, in each case, entered into from time to time by the Trust in
     connection with or related to the Debt Obligations, any Credit Agreement or
     the acquisition of any Purchased Interests. A Hedging Contract shall
     consist of (i) the ISDA Master Agreement entered into by the Trust and an
     Eligible Institution, as Swap Counterparty, (ii) each Schedule or Annex
     thereto, if any, and (iii) each confirmation executed and delivered by the
     Trust and such Swap Counterparty pursuant to such ISDA Master Agreement and
     Schedule.

     "Holder" has the meaning ascribed to such term in the definition of
     Debtholder.

     "Hypothec" means a deed of hypothec to be made by the Trust in favour of
     the Indenture Trustee under the laws of the Province of Quebec for the
     purposes of further assuring the Collateral to the Indenture Trustee for
     the benefit of the holders of the Notes, as amended, supplemented or
     otherwise modified and in effect from time to time.

<PAGE>

                                      - 6 -

     "Indenture" means this Indenture, as amended, supplemented, modified,
     restated or replaced from time to time, including pursuant to the terms and
     provisions of any Series Supplement, and the expressions "hereof",
     "herein", "hereto", "hereunder", "hereby" and similar expressions refer to
     this Indenture and not to any Article, Section, paragraph, subparagraph or
     clause hereof or of any such Series Supplement.

     "Indenture Trustee" means BNY Trust Company of Canada, in its capacity as
     indenture trustee hereunder or as the fonde de pouvoir under the Hypothec,
     and its successors and assigns in such capacity.

     "Insolvency Event" means, with respect to a specified Person: (a) the
     filing or commencement of an application, petition, action, case or other
     proceeding, without the application or consent of such Person, in any
     court, seeking (i) the bankruptcy, liquidation, reorganization, debt
     arrangement, dissolution, winding up, or composition or readjustment of
     debts of such Person, (ii) the appointment of a trustee receiver, manager,
     receiver and manager, custodian, liquidator, assignee, sequestrator or the
     like for such Person or any substantial part of its property or assets,
     (iii) any similar relief with respect to such Person under any law (foreign
     or domestic) relating to bankruptcy, insolvency, receivership,
     reorganization, winding up or composition or adjustment of debts, or (iv)
     an order for relief in respect of such Person shall be entered in an
     involuntary application, petition, action, case or proceeding under any
     federal, state or provincial bankruptcy, insolvency or other similar laws
     (foreign or domestic) now or hereafter in effect and, in each such case,
     such application, petition, action, case or proceeding shall continue
     undismissed, or unstayed and in effect, for a period of 60 consecutive
     days; or (b)(i) such Person shall commence or file, or consent to the
     commencement or filing of, an application, petition, proposal, action, case
     or other proceeding (including a notice of intention to file a proposal)
     under any applicable law (foreign or domestic) relating to bankruptcy,
     insolvency, receivership, reorganization, debt arrangement, dissolution,
     winding up or composition or adjustment of it or its debts, (ii) such
     Person shall appoint or consent to the appointment of, or there shall be
     appointed, a receiver, manager, receiver and manager, liquidator, assignee,
     agent, custodian, sequestrator (or other similar official) of or for such
     Person or any substantial part of its property and assets, or (iii) such
     Person shall make any general assignment for the benefit of creditors, or
     shall fail to pay its debts generally as they become due or take any action
     in furtherance of any of the foregoing.

     "Investment Earnings" has, with respect to any Series, the meaning
     specified in the Related Series Supplement.

     "Lien" means a security interest, lien, charge, pledge, equity or
     encumbrance of any kind, other than tax liens, mechanics' liens and any
     liens that attach to the whole or any part of a Purchased Interest by
     operation of law as a result of any act or omission by the related Obligor.

     "Liquidity Asset Purchase Agreement" means a liquidity asset purchase
     agreement executed in connection with one or more Asset Purchase Agreements
     or a Series or Class of Debt Obligations among the Funding Providers
     thereunder, a Funding Agent, if any,

<PAGE>

                                      - 7 -

     the Trust and the Administrator providing for the sale of whole or
     undivided percentage interests in the Related Purchased Interests to such
     Funding Providers or for loans or other accommodations to the Trust to (a)
     repay or refund maturing Debt Obligations or (b) to enable the Trust to
     acquire any Related Purchased Interest or to fund or maintain the Trust's
     investment in or ownership of any Related Purchased Interest, as amended,
     supplemented or otherwise modified and in effect from time to time.

     "Loan" means a loan, advance or other accommodation or extension of credit
     made to or obtained by the Trust pursuant to a Liquidity Loan Agreement and
     includes (a) the obligation of the Trust to pay or repay such loan, advance
     or other accommodation or extension of credit in accordance with the terms
     and provisions of the related Liquidity Loan Agreement and the Related
     Series Supplement and (b) all other obligations and liabilities of the
     Trust pursuant to the related Liquidity Loan Agreement and the Related
     Series Supplement.

     "Liquidity Loan Agreement" means a loan or note purchase agreement executed
     in connection with one or more Asset Purchase Agreements or a Series or
     Class of Debt Obligations among the Funding Providers thereunder, a Funding
     Agent, if any, the Trust and the Administrator providing for a loan or
     other accommodation or credit facility to the Trust to enable the Trust to
     (a) repay or refund maturing Debt Obligations or (b) enable the Trust to
     acquire any Related Purchased Interest or to fund or maintain the Trust's
     investment in or ownership of any Related Purchased Interest, and includes
     any Paying Agency Agreement under which the related paying Agent makes
     loans or advances to the Trust to repay or refund maturing Notes of such
     Series or Class, in each case, as amended, supplemented or otherwise
     modified and in effect from time to time.

     "Loan Notes" means the asset-backed Notes of any Series or Class designated
     as such and issued or created under or pursuant to a Funding Agreement and
     the Related Series Supplement.

     "Medium Term Notes" means the asset-backed Notes of any Series or Class
     designated as such pursuant to the Related Series Supplement.

     "Noteholder" means any holder of a Note.

     "Note Owner" means, with respect to a Book-Entry Note, the Person who is
     the beneficial owner of the Book-Entry Note.

     "Note Registers" means, for any Series or Class, the registers providing
     for the registration of the Debt Obligations of such Series or Class which
     the Indenture Trustee is required to maintain pursuant to Section 2.6.

     "Note Registrar" for any Series or Class has the meaning specified in
     Section 2.6.

     "Notes" means the asset-backed promissory notes from time to time issued
     pursuant to this Indenture and any Related Series Supplement and includes
     the Short Term Notes, Medium Term Notes and Loan Notes of each Series and
     Class.

<PAGE>

                                     - 8 -

     "Obligations" means all present and future debts, expenses and liabilities,
     direct or indirect, absolute or contingent, due, owing or accruing due or
     owing from time to time by the Trust to the Specified Creditors in their
     capacity as such. For greater certainty, amounts owing to any Specified
     Creditors by the Trust, at any time, shall include the unpaid Face Amount
     of any Debt Obligations plus accrued fees, whether or not then due and
     payable.

     "Obligor" means a Person obligated to make payments with respect to
     Purchased Interests, whether as principal debtor or guarantor thereof, its
     successors and assigns.

     "Officers' Certificate" means a certificate signed on behalf of a Seller or
     Servicer by at least one of the Chairman of the Board, the President, the
     Vice Chairman of the Board, an Executive Vice President, Senior Vice
     President, any Vice President, a Treasurer, Assistant Treasurer, Secretary
     or Assistant Secretary of the Seller or the Servicer, as appropriate.

     "Opinion of Counsel" means a written opinion of counsel (who may, except as
     otherwise expressly provided in this Indenture or any Related Series
     Supplement, be an employee of or counsel to the Seller or the Servicer),
     which counsel and opinion shall be acceptable to the Indenture Trustee, the
     Trust or the Related Rating Agencies, as applicable.

     "Outstanding" means, as of the date of determination:

     (a)  all Notes theretofore certified and delivered under the Indenture
          except:

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

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

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

     (b)  the outstanding principal amount of all Loans except Loans or portions
          thereof the payment for which money in the necessary amount has been
          theretofore deposited with the Indenture Trustee or any Paying Agent
          in trust for the related Debtholders;

     provided, that in determining whether the Holders of the requisite
     Outstanding Amount of the Debt Obligations have given any request, demand,
     authorization, direction, notice, consent or waiver hereunder or under any
     Related Transaction Document for any Series,

<PAGE>

                                     - 9 -

     Debt Obligations owned by the Trust, any other obligor upon the Debt
     Obligations, the Seller or any Affiliate of any of the foregoing Persons
     shall be disregarded and deemed not to be Outstanding, except that, in
     determining whether the Indenture Trustee shall be protected in relying
     upon any such request, demand, authorization, direction, notice, consent or
     waiver, only Debt Obligations that a Responsible Officer of the Indenture
     Trustee actually knows to be so owned shall be so disregarded. Debt
     Obligations 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 Debt
     Obligations and that the pledgee is not the Trust, any other obligor upon
     the Debt Obligations, the Seller or any Affiliate of any of the foregoing
     Persons. The principal amount of any Debt Obligation issued or obtained on
     a discount basis (including any bankers' acceptance accepted by a Funding
     Provider pursuant to a Liquidity Loan Agreement) is equal to the Face
     Amount of such Debt Obligation less all accrued and unpaid discount on such
     Obligation as of the date of its issuance.

     "Outstanding Amount" means, with respect to any Series, Class or Debt
     Obligation and any date, the aggregate principal amount of all Debt
     Obligations of such Series or Class or of such Debt Obligation, as
     applicable, Outstanding at such date.

     "Participant" means a broker, dealer, bank or other financial institution
     or other Person who is a participant in the Book-Entry System and on whose
     behalf a Clearing Agency or its nominee holds Notes.

     "Paying Agency Agreement" means (a) in the case of Short Term Notes of any
     Series or Class, any paying agency agreement between the Trust and any
     Person (other than the Indenture Trustee) that meets the eligibility
     requirements for the Indenture Trustee specified under this Indenture
     entered into with respect to the Notes of such Series or Class and (b) in
     the case of a Series of Medium Term Notes, any paying agency agreement
     between the Trust and a Paying Agent, in each case, as the same may be
     amended, modified, restated or replaced from time to time.

     "Paying Agent" (a) for any Series of Short Term Notes, has the meaning
     specified in the Related Series Supplement, (b) for any Series of Medium
     Term Notes, means the Indenture Trustee or any paying agent appointed by
     the Trust in accordance with this Indenture and the Related Series
     Supplement, and (c) for any Funding Agreement, the Funding Agent, if any,
     thereunder.

     "Payment Date" means any day upon which the Face Amount of, or the
     principal of or interest on, any Note or other Debt Obligation are to be
     paid in accordance with the terms of the Related Series Supplement and such
     Debt Obligations.

     "Permitted Liens" means, in respect of any Series and the Related
     Collateral, such liens or other encumbrances expressly permitted in any of
     the Related Programme Agreements.

     "Person" means any individual, corporation, partnership, joint venture,
     association; unincorporated organization, syndicate, bank, trust,
     government or any department or agency thereof, or any other entity whether
     acting as an individual, fiduciary or in any other capacity.

<PAGE>

                                     - 10 -

     "PPSA" means (a) the personal property security legislation, as amended,
     supplemented or replaced from time to time, as in effect in each Province
     of Canada (other than Quebec), and (b) the Civil Code of Quebec, as
     amended, supplemented or replaced from time to time, as in effect in Quebec
     (but excluding any portions of the Civil Code of Quebec which are not
     equivalent to the PPSA of the Provinces described in clause (a)).

     "Principal Terms" means, with respect to any Series or Class of Debt
     Obligations:

     (a)  The name or designation of the Debt Obligations of such Series;

     (b)  The number of and designations of the Classes of Debt Obligations of
          such Series and if more than one Class, the rights and priorities of
          each Class of such Series;

     (c)  The aggregate or maximum principal amount of the Debt Obligations of
          such Series or Class (or the method for calculating such amount);

     (d)  The interest rates, if any, applicable to the Debt Obligations of such
          Series (or the method for the determination thereof) and the manner in
          which such interest is to accrue and be calculated or compounded;

     (e)  The Payment Dates and Record Dates and the maturity dates, targeted
          final payment dates or scheduled final payment dates, if any,
          applicable to the Debt Obligations of such Series and any Class;

     (f)  Whether the Debt Obligations of such Series or Class may be redeemed
          prior to their maturity dates and, if so, the manner or method of
          redemption and the Redemption Date and Redemption Price for such
          Series or Class;

     (g)  The method for allocating principal and interest and other Collections
          to fund payments on, or deposits to the Series Accounts for, the Debt
          Obligations of such Series;

     (h)  The forms of the Notes of such Series or Class;

     (i)  The designation of Series Accounts for such Series;

     (j)  Any Related Events of Default for such Series;

     (k)  The form and type of Funding Agreements, if any, for such Series;

     (l)  Any terms which amend, supplement, modify, restate or replace the
          terms of this Indenture as they pertain to such Debt Obligations;

     (m)  Any other provisions expressing or referring to the terms or
          conditions upon which the Debt Obligations of such Series are to be
          issued or obtained under this Indenture and the Related Series
          Supplement; and

     (n)  Any other terms of such Series not inconsistent with the terms and
          provisions of this Indenture.

<PAGE>

                                     - 11 -

     "Proceeding" means, with respect to any Series and the Related Obligations,
     any suit in equity, action at law or other judicial or administrative
     proceeding.

     "Programme Agreements" means, at any time, collectively, this Indenture and
     any Series Supplements hereto, any Notes or other Debt Obligations, the
     Declaration of Trust, the Administration Agreement and all Hedging
     Contracts, Asset Purchase Agreements, Agency Agreements, Funding
     Agreements, Credit Agreements, Servicing Agreements, Underwriting
     Agreements, Paying Agency Agreements, and any other agreements to which the
     Trust is a party in effect at such time.

     "Purchased Interests" means whole or undivided percentage interests in, or
     interests in pools of, (i) accounts, intangibles, chattel paper,
     conditional sales contracts, leases, instruments and securities, mortgages,
     charges or hypothecs of land or immovable property or of personal or
     movable property, and inventories, equipment, commodities or other tangible
     assets, including all rights to payment of principal, interest or financing
     charges or other moneys with respect thereto and all proceeds thereof; (ii)
     contracts or lease rights evidencing or giving rise to assets or rights
     described in (i); (iii) securities (including Asset Backed Securities)
     collateralized by or evidencing interests (whether undivided or otherwise)
     in, assets or rights described in (i); (iv) other real or personal
     property; or (v) loans or other obligations secured by properties, assets
     and rights described above (together with such security) and unsecured
     loans or other obligations extended by or in favour of, the Trust which
     are, in each case, purchased or otherwise acquired or created by the Trust
     pursuant to Asset Purchase Agreements and further includes, without
     limitation, all security interests, security, guarantees, claims or rights
     of or held by or against any Person which the Trust purchases, acquires or
     creates pursuant to or in connection with any of the foregoing and all
     Reserves and all proceeds of any of the foregoing. The Purchased Interests
     for any Series will be defined in the Related Series Supplement and will be
     coextensive with or included in the Related Collateral for such Series.

     "Rating Agency" has, with respect to any Series, the meaning specified in
     the Related Series Supplement.

     "Rating Agency Condition" has, with respect to any Series, the meaning
     specified in the Related Series Supplement.

     "Record Date" has, for any Series or Class, the meaning, if any, specified
     in the Related Series Supplement.

     "Redemption Date" has, for any Series or Class, the meaning, if any,
     specified in the Related Series Supplement.

     "Redemption Price" has, for any Series or Class, the meaning, if any,
     specified in the Related Series Supplement.

     "Related" is used in this Indenture with reference to the Debt Obligations
     of a Series and means, when used herein in conjunction with:

<PAGE>

                                     - 12 -

     (a)  "Agency Agreement" means an Agency Agreement with respect to the Notes
          of such Series;

     (b)  "Agents" means the Agents under a Related Agency Agreement;

     (c)  "Asset Purchase Agreement" means an Asset Purchase Agreement with
          respect to which a Related Purchased Interest is financed or
          refinanced by the issuance of any such Debt Obligations;

     (d)  "Authenticating Agent" means an Authenticating Agent for such Series;

     (e)  "Collateral" has, subject to compliance with the terms of this
          Indenture, the meaning specified in the Related Series Supplement, and
          includes (i) the Related Purchased Interests and any Related Reserves,
          (ii) the Related Transaction Documents, all rights of the Trust
          thereunder and all amounts payable or paid to, or receivable or
          received by, the Trust thereunder, (iii) the Related Series Accounts
          (including all funds or Eligible Investments on deposit therein or
          credited thereto and all Investment Earnings thereon) and (iv) all
          proceeds of any of the foregoing;

     (f)  "Collection Accounts" means the Collection Accounts for such Series of
          Debt Obligations and the Related Asset Purchase Agreements;

     (g)  "Credit Agreement" means a Credit Agreement which has been provided in
          respect of Related Purchased Interests and/or Related Obligations;

     (h)  "Credit Provider" means a Credit Provider under a Related Credit
          Agreement;

     (i)  "Debtholder" means a Debtholder of or with respect to such Series of
          Debt Obligations;

     (j)  "Debt Obligation" means a Debt Obligation of such Series;

     (k)  "Eligible Investments" the Eligible Investments for such Series;

     (l)  "Event of Default" means an event described in Section 7.1 in respect
          of any such Debt Obligations;

     (m)  "Funding Agent" means a Funding Agent under a Related Funding
          Agreement;

     (n)  "Funding Agreement" means a Related Liquidity Loan Agreement or a
          Related Liquidity Asset Purchase Agreement;

     (o)  "Funding Provider" means a Funding Provider under a Related Funding
          Agreement;

     (p)  "Hedging Contracts" means any Hedging Contracts relating to any such
          Debt Obligations or the Related Purchased Interests;

<PAGE>

                                     - 13 -

     (q)  "Liquidity Asset Purchase Agreement" means a Liquidity Asset Purchase
          Agreement entered into in respect of such Debt Obligations pursuant to
          the Related Series Supplement;

     (r)  "Liquidity Loan Agreement" means a Liquidity Loan Agreement entered
          into in respect of such Debt Obligations pursuant to the Related
          Series Supplement;

     (s)  "Loan" means a Loan made under a Related Funding Agreement.

     (t)  "Note Registrar" means the Note Registrar for such Series or any Class
          of such Series;

     (u)  "Obligations" means all Obligations owing to the holders of such Debt
          Obligations and to the other Related Specified Creditors under the
          Related Programme Agreements;

     (v)  "Paying Agency Agreement" means a Paying Agency Agreement pursuant to
          which the Trust and a Paying Agent for such Series are parties;

     (w)  "Paying Agent" means a Paying Agent for such Series or a Class of such
          Series;

     (x)  "Payment Date" means each Payment Date, if any, specified in the
          Related Series Supplement;

     (y)  "Permitted Liens" means Permitted Liens under a Related Programme
          Agreement;

     (z)  "Programme Agreements" means this Indenture, the Declaration of Trust,
          the Administration Agreement and any Related Hedging Contracts,
          Related Asset Purchase Agreements, Related Agency Agreements, Related
          Paying Agency Agreements, Related Funding Agreements, Related
          Servicing Agreements, Related Underwriting Agreements, Related Series
          Supplements, and any other agreements to which the Trust is a party in
          effect from time to time which relate to such Series of Notes;

     (aa) "Purchased Interest" means a Purchased Interest financed or refinanced
          by or with the proceeds of issuance of any such Debt Obligations;

     (bb) "Rating Agency" means a Rating Agency which has established a rating
          for any such Debt Obligations and which is specified as a Rating
          Agency for such Debt Obligations in the Related Series Supplement;

     (cc) "Reserves" means the Reserves for such Series or the Related Asset
          Purchase Agreements and Related Purchased Interests;

     (dd) "Seller" means a Seller under a Related Asset Purchase Agreement;

     (ee) "Series Accounts" means the Series Accounts for such Series;

     (ff) "Series Expenses" means the Series Expenses for such Series;

<PAGE>

                                     - 14 -

     (gg) "Series Issuance Date" means the date upon which the first such Debt
          Obligations are to be issued or obtained, as specified in the Related
          Series Supplement;

     (hh) "Series Payment Accounts" means those Series Payment Accounts
          established for the purpose of paying such Debt Obligations;

     (ii) "Series Supplement" means a supplement to this Indenture executed and
          delivered in connection with the creation and issuance of the Debt
          Obligations of any Series;

     (jj) "Servicer" means the Servicer of Related Purchased Interests under a
          Related Asset Purchase Agreement or Related Servicing Agreement;

     (kk) "Servicer Termination Event" means a Servicer Termination Event under
          and as defined in any Related Asset Purchase Agreement or Related
          Servicing Agreement.

     (ll) "Servicing Agreement" means a Servicing Agreement (other than an Asset
          Purchase Agreement) providing for the servicing of Related Purchased
          Interests;

     (mm) "Specified Creditors" means collectively, (i) the holders of such Debt
          Obligations, Related Credit Providers, Related Agents, Related Funding
          Agents, Related Funding Providers, Related Swap Counterparties,
          Related Servicers (other than Related Sellers) and the Related
          Underwriters, (ii) the Administrator, the Indenture Trustee and the
          Trustee to the extent their claims constitute Related Series Expenses
          for such Debt Obligations or the Related Purchased Interests, (iii)
          any Person who has provided a Reserve (including a Seller or an
          Affiliate of a Seller) with respect to such Debt Obligations or the
          Related Purchased Interests and (iv) any Seller or Servicer to the
          extent their claims arise under a Related Asset Purchase Agreement or
          Related Servicing Agreement;

     (nn) "Swap Counterparty" means a Swap Counterparty under a Related Hedging
          Contract;

     (oo) "Transaction Documents" means the Transaction Documents for such
          Series;

     (pp) "Underwriters" means the Underwriters under a Related Underwriting
          Agreement; and

     (qq) "Underwriting Agreement" means an Underwriting Agreement in respect of
          any such Notes,

          and, in any Series Supplement, "Related", when used in conjunction
          with any term used in this Indenture, means related to the Notes and
          Specified Creditors pertaining or related to such Series Supplement.

          "Reserve" means any amount or amounts paid, advanced or otherwise
          contributed by a Seller to the Trust, or held back from payments
          otherwise due to a Seller by the Trust, in each case, under or in
          connection with an Asset Purchase Agreement or the Related

<PAGE>

                                     - 15 -

          Series Supplement and which protect the Trust against losses,
          dilutions or other risks of ownership of Purchased Interests, and
          includes, without limiting the foregoing, amounts characterized as
          deferred purchase prices, deferred rentals, deposits, premiums,
          recourse provisions, commitments to purchase assets in default,
          spread, reserve or cash collateral accounts, subordinated spread
          account or other loans, subordinated standby lines of credit, letters
          of credit, equity and over-collateralization (but does not include
          Debt Obligations, Funding Agreements, Credit Agreements or Paying
          Agency Agreements).

          "Responsible Officer" means, (a) with respect to the Trust (i) any
          Executive Vice President, Senior Vice President, Vice President,
          Assistant Vice President, Secretary, Assistant Secretary or other
          corporate trust officer or authorized signatory of the Trustee who is
          authorized to act for the Trustee in matters relating to the Trust or
          who customarily perform functions similar to those performed by any of
          the above designated officers and also, with respect to a particular
          matter, any other officer to whom such matter is referred because of
          such officer's knowledge of and familiarity with the particular
          subject, and (ii) so long as the Administration Agreement is in
          effect, any Vice President or more senior officer of the Administrator
          who is authorized to act for the Administrator in matters relating to
          the Trust and to be acted upon by the Administrator pursuant to the
          Administration Agreement and who is identified on the list of
          Responsible Officers delivered by the Administrator to the Indenture
          Trustee on the initial Series Issuance Date (in each case as such list
          may be modified or supplemented from time to time thereafter), (b)
          with respect to the Indenture Trustee, any Vice President, Assistant
          Vice President, Secretary, Assistant Secretary or other corporate
          trust officer of the Indenture Trustee who is authorized to act for
          the Indenture Trustee in matters relating to the Indenture Trustee and
          this Indenture or who customarily perform functions similar to those
          performed by any of the above designated officers and also, with
          respect to a particular matter, any other officer to whom such matter
          is referred because of such officer's knowledge of and familiarity
          with the particular subject and (c), with respect to any
          Authenticating Agent or Paying Agent, any Vice President, Assistant
          Vice President, Secretary, Assistant Secretary or other corporate
          trust officer of the Indenture Trustee who is authorized to act for
          such Person in matters relating to such Person and this Indenture or
          who customarily performing functions similar to those performed by any
          of the above designated officers.

          "Seller" means AmeriCredit Financial Services of Canada Ltd. or any
          Affiliate of AmeriCredit Financial Services of Canada Ltd., as seller
          under an Asset Purchase Agreement, and, in each case, includes its
          successors and permitted assigns in such capacity.

          "Series" means any series of Notes issued pursuant to this Indenture
          and the Related Series Supplement and includes any Loans obtained or
          borrowed by the Trust pursuant to and in accordance with the Related
          Series Supplement for such Series of Notes.

          "Series Accounts" has, with respect to any Series or Class, the
          meaning specified in the Related Series Supplement and includes the
          Related Collection Accounts and Related Series Payment Accounts for
          such Series or Class.

<PAGE>

                                     - 16 -

          "Series Expenses" means and includes the fees, costs and expenses of
          the Trust incurred in connection with any Series and the Related
          Obligations and which are payable by the Trust under the Related
          Transaction Documents to the Trustee, the Indenture Trustee or the
          Administrator.

          "Series Issuance Date" means, for any Series, the date specified in
          the Related Series Supplement as the date of issuance of such Series.

          "Series Payment Accounts" means, for any Series or Class, the Eligible
          Deposit Accounts established and maintained by the Trust, the
          Indenture Trustee or the Related Servicer pursuant to the provisions
          of Section 4.3 hereof and the Related Series Supplement and from which
          payments of principal of and interest are made on the Debt Obligations
          of such Series or Class and which Eligible Deposit Accounts are
          specified as "payment accounts" for such Series or Class in the
          Related Series Supplement.

          "Series Supplement" means a supplement to this Indenture executed and
          delivered by the Trust and the Indenture Trustee for the purposes of
          creating and issuing Debt Obligations of any Series, as the same may
          be amended, supplemented or otherwise modified from time to time.

          "Servicer" means a servicer or custodian designated to collect
          payments in respect of Purchased Interests and to perform other tasks
          associated therewith under an Asset Purchase Agreement or a Servicing
          Agreement.

          "Servicer Termination Event" means a Servicer Termination Event under
          and as defined in an Asset Purchase Agreement or a Servicing
          Agreement.

          "Servicing Agreement" means any agreement other than an Asset Purchase
          Agreement entered into between the Trust and any Person providing for
          the servicing or administration or custody of a Purchased Interest.
          "Servicing Fees" means the fees payable to a Servicer under an Asset
          Purchase Agreement or Servicing Agreement.

          "Short Term Notes" means the asset-backed Notes of a Series having a
          term to maturity of 364 days or less and issued from time to time and
          designated as such pursuant to the Related Series Supplement. Short
          Term Notes shall not include any Debt Obligations designated as a
          Series or Class of Medium Term Notes pursuant to the terms of any
          Related Series Supplement or any Related Loans for any such Series of
          Medium Term Notes.

          "Specified Creditors" means, collectively, Debtholders, Credit
          Providers, Funding Providers, Funding Agents, Agents, Underwriters,
          the Administrator, the Trust, the Indenture Trustee, the Swap
          Counterparties, the Authenticating Agents and Paying Agents, the
          Sellers, the Servicers (including any Successor Servicers) and any
          agent of any of the foregoing, in each case, to the extent their
          claims are related to or arise under the Programme Agreements.

<PAGE>

                                     - 17 -

          "Successor Servicer" has the meaning specified in Section 5.1(e).

          "Swap Counterparty" means a party (other than the Trust) to a Hedging
          Contract, and its successors and permitted assigns.

          "Transaction Documents" has, for any Series or Class, the meaning
          specified in the Related Series Supplement.

          "Trust" means AmeriCredit Canada Automobile Receivables Trust, the
          trust established by the Trustee pursuant to the Declaration of Trust.

          "Trust Order" means an Trust order or request, as applicable, signed
          on behalf of the Trust by a Responsible Officer of the Trust or the
          Administrator and delivered in writing, or by facsimile means, by the
          Trust, or the Administrator on behalf of the Trust, to the Indenture
          Trustee.

          "Trustee" means CIBC Mellon Trust Company, a federally incorporated
          trust company, not in its individual capacity but solely as trustee
          under the Declaration of Trust, and any successor Trustee thereunder.

          "Trust Business" has the meaning ascribed thereto in the Declaration
          of Trust.

          "Trust Fund" has the meaning ascribed thereto in the Declaration of
          Trust.

          "Underwriters" means the registered securities dealers or other
          Persons party to and under an Underwriting Agreement as purchasers of
          Notes.

          "Underwriting Agreement" means an agreement providing for the purchase
          of Notes from the Trust by one or more Persons as principals for the
          purpose of resale.

Section 1.2       Extended Meanings.

     In this Indenture, words importing the singular number include the plural
and vice versa and words importing gender include all genders.

Section 1.3       Headings.

     The table of contents does not form part of this Indenture. Article and
Section headings are not to be considered part of this Indenture, are included
solely for convenience of reference and do not define, limit or enlarge the
construction or interpretation hereof.

Section 1.4       References to Sections and Articles.

     Unless otherwise provided, all references herein to Sections or Articles
are references to Sections and Articles of or to this Indenture.

<PAGE>

                                     - 18 -

Section 1.5       Proper Law of Indenture.

     This Indenture will be governed by the laws of the Province of Ontario and
the laws of Canada applicable therein.

Section 1.6       Invalidity of Provisions.

     Save and except for any provision or covenant contained herein which is
fundamental to the subject matter of this Indenture (including, without
limitation, those that relate to the payment of moneys), the invalidity or
unenforceability of any provision or covenant hereof or herein contained will
not affect the validity or enforceability of any other provision or covenant
hereof or herein contained and any such invalid or unenforceable provision or
covenant will be deemed to be severable.

Section 1.7       Computation of Time Periods.

     In this Indenture, with respect to the computation of periods of time from
a specified date to a later specified date, unless otherwise expressly stated,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

Section 1.8       Non-Business Days

     Whenever any payment to be made hereunder shall be stated to be due, any
calculation is to be made or any other action to be taken hereunder shall be
stated to be required to be taken on a day other than a Business Day, such
payment shall be made, such calculation shall be made and such other action
shall be taken on the next succeeding Business Day and an extension of time
shall be included for such purposes.

     Any payment made after 3:00 p.m. (Toronto time) on a Business Day shall be
deemed to be made on the next following Business Day.

Section 1.9       Accounting Principles.

     Where the character or amount of any asset or liability or item of revenue
or expense is required to be determined, or any consolidation or other
accounting computation is required to be made for the purpose of this Indenture,
such determination or calculation shall, to the extent applicable and except as
otherwise specified herein or as otherwise agreed in writing by the parties, be
made in accordance with generally accepted accounting principles applied on a
consistent basis. Wherever in this Indenture reference is made to generally
accepted accounting principles, such reference shall be deemed to be to the
generally accepted accounting principles from time to time approved by the
Canadian Institute of Chartered Accountants, or any successor institute,
applicable as at the date on which such calculation is made or required to be
made in accordance with generally accepted accounting principles.

Section 1.10      Currency.

     Unless stated otherwise herein or in any Related Series Supplement, all
amounts herein are stated in Canadian Dollars.

<PAGE>

                                     - 19 -

Section 1.11      References to Trust and Trustee

For greater certainty, where any reference is made in this Declaration, or in
any other instrument to which the Trust or the Trustee, as trustee of the Trust,
is party, to an act to be performed by, an obligation or liability of, an asset
or right of, a discharge or release to be provided by, a suit or proceeding to
be taken by or against, or a covenant, representation or warranty (other than
relating to the constitution or existence of the Trust) by or with respect to
(i) the Trust; or (ii) the Trustee, such reference shall be construed and
applied for all purposes as if it referred to an act to be performed by, an
obligation or liability of, an asset or right of, a discharge or release to be
provided by, a suit or proceeding to be taken by or against, or a covenant,
representation or warranty (other than relating to the constitution or existence
of the Trust) by or with respect to the Trustee as trustee of the Trust.

ARTICLE 2
                                    THE NOTES

Section 2.1       Notes.

(1)  The aggregate Face Amount of Notes which may be issued pursuant to this
     Indenture is unlimited. The aggregate Face Amount of Notes of a Series
     which may be issued pursuant to this indenture is limited to the aggregate
     amount of Notes, if any, specified in the Related Series Supplement.

(2)  The Notes of each Series issued from time to time hereunder shall have the
     Principal Terms specified in the Related Series Supplement.

Section 2.2       Requirements for Initial Creation of Notes.

     Debt Obligations of a Series may be created and issued or obtained by the
Trust in accordance with the provisions hereof and the Related Series
Supplement, provided that:

     (a)  on or prior to the initial creation and issuance or obtaining of such
          Debt Obligations, the Trust shall have delivered to the Indenture
          Trustee a true copy of:

          (i)    the Declaration of Trust;

          (ii)   the Administration Agreement;

          (iii)  the Related Asset Purchase Agreement executed and delivered by
                 the Related Seller in connection with the Related Series
                 Issuance Date and, if more than one Asset Purchase Agreement is
                 to be executed and delivered by the Sellers in connection with
                 such Series, the form or forms of Asset Purchase Agreement to
                 be executed and delivered by such Sellers in connection with
                 such Series after the Related Series Issuance Date;

          (iv)   a Certificate of the Trust, dated the date of issuance of such
                 Notes, stating that all conditions precedent to the issuance of
                 such Debt Obligations and any other items specified in the
                 Related Series Supplement shall have been satisfied or complied
                 with;

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                                     - 20 -

          (v)    the Related Series Supplement (including the forms of Notes of
                 the Series);

          (vi)   the Related Paying Agency Agreement, if any;

          (vii)  the form of the Related Funding Agreement and Credit Agreement,
                 if any, in the case of Short Term Notes, and duly executed
                 copies of any Related Funding Agreement, Related Hedging
                 Contract and Related Credit Agreement, if any, for any Medium
                 Term Notes or Loan Notes;

          (viii) the Related Agency Agreement or the Related Underwriting
                 Agreement, if any, for such Notes;

          (ix)   the Clearing Agency Letter of Representations, if any, for such
                 Notes;

          (x)    all other documents, instruments and agreements executed and
                 delivered by the Trust in connection with the initial issuance
                 of such Notes; and

          (xi)   all opinions and other documents and instruments executed and
                 delivered by any other Person in connection with the initial
                 issuance of such Notes; and

     (b)  the provisions of Section 2.3(2) shall have been satisfied on or
          before the date of issuance of such Debt Obligations.

Section 2.3       Creation and Issuance in Series.

(1)  Debt Obligations may, at the election of the Trust, be created and issued
     in one or more Series with such further particular designations for the
     Debt Obligations of any Series as the Trust may determine. All Debt
     Obligations of the same Series and Class at any time outstanding shall be
     identical in all respects except for the denominations and dates thereof
     and as may be otherwise specified in the Related Series Supplement. All
     Debt Obligations of a particular Class or Series created and issued under
     this Indenture and any Related Series Supplement shall be in all respects
     entitled, equally and rateably with all other Debt Obligations of such
     Class or Series, to the benefits hereof and of the Related Series
     Supplement without preference, priority or distinction on account of the
     actual time or times of certification and delivery, except as otherwise
     provided pursuant to the Related Series Supplement.

(2)  In order to create Debt Obligations of any Series hereunder, the Trust and
     the Indenture Trustee and each other Person party thereto shall, on or
     before the Related Series Issuance Date, execute and deliver a Related
     Series Supplement. The terms of such Related Series Supplement may amend,
     supplement, modify, restate or replace the terms of this Indenture solely
     as applied to such Debt Obligations. The obligation of the Indenture
     Trustee to execute and deliver the Related Series Supplement is subject to
     the satisfaction of the following conditions:

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                                     - 21 -

     (a)  The Indenture Trustee shall have received a Certificate of the Trust
          certifying that, as of the date of such execution and delivery, (i)
          the representations and warranties set forth in Section 6.1 are true
          and correct in all material respects; (ii) the terms and provisions of
          Section 2.2 shall have been complied with, and (iii) the Related
          Series Accounts for such Debt Obligations shall have been established
          in accordance with this Indenture and the Related Series Supplement on
          or prior to the Related Series Issuance Date;

     (b)  The Rating Agency Condition shall have been satisfied with respect to
          all then Outstanding Series of Notes;

     (c)  All conditions precedent to the issuance of such Debt Obligations and
          any other items specified in the Related Series Supplement shall have
          been satisfied or complied with; and

     (d)  The Indenture Trustee shall have received a legal opinion, in form and
          substance acceptable to the Indenture Trustee, of counsel for the
          Trust stating that all requirements imposed by the terms of this
          Indenture and the Related Series Supplement for the creation of such
          Debt Obligations have been fulfilled in accordance with the terms of
          this Indenture and such Series Supplement.

Section 2.4       Execution, Certification and Delivery.

(1)  Debt Obligations of the Trust or Hedging Contracts entered into by the
     Trust shall be in the following forms:

     (a)  The form of Notes of any Series or Class and the certificate of
          authentication of the Related Authenticating Agent to be endorsed
          thereon shall be substantially in the forms set out in the Related
          Series Supplement, with such appropriate insertions, omissions,
          substitutions and variations as may be approved by or permitted under
          the terms hereof or of the Related Series Supplement or as the Trust
          and the Related Authenticating Agent may approve.

     (b)  The form of any Funding Agreement or Hedging Contract for any Series
          shall be substantially in the forms set out in the Related Series
          Supplement, with such appropriate insertions, omissions, substitutions
          and variations as may be approved by or permitted under the terms
          hereof or of the Related Series Supplement or as the Trust and the
          Related Funding Providers or Swap Counterparty, as applicable, may
          approve.

(2)  The Trust may at any time and from time to time deliver Notes of any Series
     executed by it to the Related Authenticating Agent for certification.

(3)  Subject to any Related Paying Agency Agreement for Short Term Notes of a
     Series, the Related Authenticating Agent shall certify Notes of a Series
     and each Class of the Series from time to time and make such Notes
     available for pick-up without receiving any consideration therefor upon
     receipt by and deposit with such Authenticating Agent of an Trust Order for
     the certification and delivery of such Notes specifying for each such Note

<PAGE>

                                     - 22 -

     the name of the registered holder and the Face Amount of each such Note
     and, in the case of Short Term Notes, the date, interest rate, if
     applicable, and maturity date of the Notes of such Series or Class.

(4)  No Noteholder shall be entitled to any benefit under this Indenture and no
     Note shall be issued or, if issued, shall be valid or obligatory for any
     purpose unless there appears on such Note a certificate executed by the
     Related Authenticating Agent, by the manual or facsimile signature of one
     of its Responsible Officers or employees, and such certificate upon any
     Note shall be conclusive evidence that the Note has been duly certified and
     delivered hereunder. Any signature on behalf of the Trust or any guarantor
     of the Notes may be manual or by facsimile signature. Notes bearing the
     manual or facsimile signature of an individual who was at the time of
     execution a proper authorized signatory of the Trust, any guarantor of such
     Notes or the Related Authenticating Agent shall be valid and binding
     notwithstanding that any such individual shall have ceased to hold such
     office prior to the certification and delivery of such Notes or shall not
     have held such office at the date of issue of such Notes. Any certification
     of Notes issued hereunder shall not be construed as a representation or
     warranty as to the validity of this Indenture, the Related Series
     Supplement or the Notes (except as to the due certification thereof) and no
     Authenticating Agent shall in any respect be liable or answerable for the
     use made of the Notes or of the proceeds thereof. The certification of the
     Related Authenticating Agent signed on the Notes of any Series shall
     however be a representation and warranty by such Authenticating Agent that
     said Notes have been duly certified and delivered by or on behalf of such
     Authenticating Agent pursuant to the provisions of this Indenture and the
     Related Series Supplement.

(5)  The certification and delivery of any Note by the Related Authenticating
     Agent shall constitute the issuance of such Note pursuant to the terms of
     this Indenture and the Related Series Supplement as of the date of such
     delivery.

(6)  The Trust (or the Administrator on its behalf) shall advise the Indenture
     Trustee and any Related Paying Agent of the Face Amount, date of advance,
     maturity date and interest rate of each Loan made by a Funding Provider to
     the Trust and the Indenture Trustee shall record such information in the
     registers maintained by it pursuant to Section 2.6. The Trust (or the
     Administrator on its behalf) shall provide the Indenture Trustee with a
     true or photostatic copy of each Funding Agreement and Hedging Contract
     entered into by the Trust pursuant to the terms of any Series Supplement.

Section 2.5       Temporary Notes.

(1)  Pending the preparation of Definitive Notes for a Series of Medium Term
     Notes, the Trust may execute, and upon receipt of an Trust Order the
     Authenticating Agent shall certify and deliver, temporary Notes of such
     Series which are printed, lithographed, typewritten, mimeographed or
     otherwise produced, in any authorized denomination, substantially in the
     form of the Definitive Notes in lieu of which they are issued and with such
     variations as the Trust and the Authenticating Agent may determine, as
     evidenced by the Authenticating Agent's certification of such Notes.

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                                     - 23 -

(2)  If temporary Notes of a Series of Medium Term Notes are certified and
     delivered, the Trust shall cause Definitive Notes of such Series to be
     prepared without unreasonable delay.

(3)  After the preparation of such Definitive Notes, the temporary Notes of such
     Series shall be exchangeable for Definitive Notes upon surrender of the
     temporary Notes at the office or agency of the Note Registrar to be
     maintained as provided in Section 2.6, without charge to the holder. Upon
     surrender for cancellation of any one or more temporary Notes, the Trust
     shall execute and the Authenticating Agent shall certify and deliver in
     exchange therefor a like principal amount of Definitive Notes of authorized
     denominations. Until so exchanged, the temporary Notes shall evidence the
     same debt and in all respects be entitled to the same benefits under this
     Indenture as Definitive Notes.

(4)  The provisions of this Section 2.5 do not apply with respect to Book-Entry
     Notes or Short Term Notes.

Section 2.6       Registration, Registration of Transfer and Exchange.

(1)  The Trust will maintain in the City of Toronto, Ontario, an office or
     agency where Medium Term Notes of each Series may be surrendered for
     registration of transfer or exchange, and where notices and demands to or
     upon the Trust in respect of the Notes and this Indenture may be served.
     The Trust hereby initially appoints the Indenture Trustee to serve as its
     agent for the foregoing purposes and the Corporate Trust Office of the
     Indenture Trustee shall be such office or agency. The Trust 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
     Trust 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 of
     the Indenture Trustee, and the Trust hereby appoints the Indenture Trustee
     as its agent to receive all such surrenders, notices and demands under this
     Indenture or any Series Supplement.

(2)  The Trust shall cause to be kept a register (the "Note Register") at the
     office or agency maintained pursuant to Section 2.6(1) in which, subject to
     such reasonable regulations as it may prescribe, the Trust shall provide
     for the registration of Debt Obligations of each Series and the
     registration of transfers of Notes of each Series. The Indenture Trustee
     shall initially be the "Note Registrar" for the purpose of registering Debt
     Obligations of each Series and transfers of Notes of each Series as herein
     provided. If Notes of any Series or Class are issued to or to the order of
     the bearer, a notation to that effect, and particulars of each of such Debt
     Obligations, shall be recorded by the Note Registrar in the Note Register
     for such Series or Class. The Note Register pertaining to the Notes of any
     Series or Class will, at all reasonable times, be open for inspection by
     the Trust, the Indenture Trustee, the Administrator and any holder of Debt
     Obligations of such Series.

(3)  Upon any resignation of any Note Registrar, the Trust shall promptly
     appoint a successor or, if it elects not to make such an appointment,
     assume the duties of the Note Registrar.

<PAGE>

                                     - 24 -

(4)  If a Person other than the Indenture Trustee is appointed by the Trust as
     the Note Registrar for any Series or Class, the Trust will give the
     Indenture Trustee prompt written notice of the appointment of such Note
     Registrar and of the location, and any change in the location, of the Note
     Register for such Series or Class, and the Indenture Trustee shall have the
     right to inspect each Note Register at all reasonable times, to obtain
     copies thereof and to rely upon a certificate executed on behalf of the
     Note Registrar by an Responsible Officer thereof as to the names and
     addresses of the Holders of the Notes and the Face Amounts or principal
     amounts and number of such Notes.

(5)  If the Note Registrar for any Series is not the Authenticating Agent or the
     Paying Agent for such Series or any Class of such Series, the Note
     Registrar shall have the right to inspect the records of each
     Authenticating Agent and Paying Agent with respect to the Debt Obligations
     of each Series and Class at all reasonable times, to obtain copies thereof
     and to rely upon a certificate executed on behalf of the applicable
     Authenticating Agent or Paying Agent by a Responsible Officer thereof as to
     the names and addresses of the Holders of the Debt Obligations and the
     principal amounts and number of such Debt Obligations.

(6)  Upon surrender for registration of transfer of any Note at the office or
     agency of the Trust to be maintained as provided in Section 2.6(1), the
     Trust shall execute, the Authenticating Agent shall certify and the
     Noteholder shall obtain from the Authenticating Agent, in the name of the
     designated transferee or transferees, one or more new Notes of such Series
     or Class in any authorized denominations of a like aggregate principal
     amount.

(7)  At the option of the Holder, Notes may be exchanged for other new Notes of
     the same Series and Class in any authorized denominations of a like
     aggregate principal amount, upon surrender of the Notes to be exchanged at
     such office or agency. Whenever any Notes are so surrendered for exchange,
     the Trust shall execute, the Authenticating Agent shall certify and the
     Noteholder shall obtain from the Authenticating Agent, the Notes that the
     Noteholder making the exchange is entitled to receive.

(8)  All Notes issued upon any registration of transfer or exchange of Notes
     shall be the valid obligations of the Trust, evidencing the same debt and
     entitled to the same benefits under this Indenture and the Related Series
     Supplement as the Notes surrendered upon such registration of transfer or
     exchange.

(9)  Every Note presented or surrendered for registration of transfer or
     exchange shall be duly endorsed by, or be accompanied by a written
     instrument of transfer in form satisfactory to the Related Authenticating
     Agent 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 Authenticating
     Agent, which requirements include membership or participation in the
     Securities Transfer Agent's Medallion Program ("STAMP") or such other
     "signature guarantee program" as may be determined by the Authenticating
     Agent in addition to, or in substitution for, STAMP.

(10) No service charge shall be made to a Holder for any registration of
     transfer or exchange of Notes, but the Trust 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

<PAGE>

                                     - 25 -

     or exchange of Notes, other than exchanges pursuant to Section 2.8 not
     involving any transfer. Payment of such charges, (i) in respect of Medium
     Term Notes, will be made by the party requesting the exchange or transfer
     as a condition precedent thereto; and (ii) in respect of Short Term Notes
     of any Series, will be satisfied from the Related Collateral and constitute
     a Series Expense for such Series under the Related Series Supplement.

(11) The Note Registrar shall not be required to make transfers or exchanges of
     any Medium Term Notes for the period beginning on the close of business on
     the day which is 15 Business Days prior to a Related Payment Date through
     to and including such Related Payment Date.

Section 2.7       Persons Entitled to Payment.

(1)  The Trust, the Indenture Trustee, any Related Note Registrar, any Related
     Paying Agent and the Administrator may deem and treat the bearer of any
     Note payable to bearer as the absolute owner of such Note and shall not be
     affected by any notice to the contrary.

(2)  The registered holder of any Note registered to a named payee or the
     transferee thereof, if such Note has been transferred in accordance with
     the provisions of Section 2.6, and any holder of a Note in bearer form,
     shall upon presentation of such Note be entitled to the principal moneys
     and interest, if any, (less any taxes required to be deducted pursuant to
     applicable laws) evidenced by such Note, free from all equities or rights
     of set-off or counterclaim between the Trust and the original or any
     intermediate holder thereof, and all Persons may act accordingly.

(3)  Delivery of a Note to the Related Paying Agent by the holder of such Note
     shall, upon payment thereof, be a good discharge to the Trust of all
     obligations evidenced by such Note.

Section 2.8       Mutilated, Destroyed, Lost or Stolen Notes.

(1)  If: (i) any mutilated Note is surrendered to the Indenture Trustee, or the
     Indenture Trustee receives evidence to its satisfaction of the destruction,
     loss or theft of any Note, and (ii) there is delivered to the Indenture
     Trustee such security or indemnity as may be required by the Indenture
     Trustee and the Trust to hold the Indenture Trustee and the Trust,
     respectively, harmless, then, in the absence of notice to the Trust, the
     Note Registrar or the Indenture Trustee that such Note has been acquired by
     a bona fide purchaser, the Trust shall execute, and upon its request the
     Related Authenticating Agent shall certify and deliver, in exchange for or
     in lieu of any such mutilated, destroyed, lost or stolen Note, a
     replacement Note of the same Class; PROVIDED, HOWEVER, that if any such
     destroyed, lost or stolen Note, but not a mutilated Note, shall have
     become, or within seven days shall be, due and payable, or shall have been
     called for redemption, instead of issuing a replacement Note, the Trust 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 Trust and the Indenture Trustee shall
     be entitled to recover such

<PAGE>

                                     - 26 -

     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 payment made) 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 Trust or the Indenture Trustee in
     connection therewith.

(2)  Upon the issuance of any replacement Note under this Section, the Trust 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.

(3)  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 Trust, 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.

(4)  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 2.9       Cancellation

All Notes surrendered for payment, registration of transfer, exchange or
redemption shall be promptly cancelled by the Note Registrar or the Paying Agent
to which such Notes are surrendered. The Trust may at any time deliver to the
Related Note Registrar or any Related Paying Agent for cancellation any Notes
previously certified and delivered hereunder that the Trust may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly cancelled by
the such Note Registrar or Paying Agent. No Notes shall be certified in lieu of
or in exchange for any Notes cancelled as provided in this Section except as
expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the applicable Note Registrar or Paying Agent in accordance with
its standard retention or disposal policy as in effect at the time.

Section 2.10      Protection of Notes.

(1)  Each Authenticating Agent for a Series or Class of Notes shall hold in
     safekeeping the Notes of such Series or Class which have not been issued
     (but which have been delivered to such Authenticating Agent by or on behalf
     of the Trust) pending receipt of an Trust Order. Each Authenticating Agent
     shall acknowledge receipt of the Notes so delivered by signing and
     returning to the Trust an acknowledgement of receipt of such Notes, such
     acknowledgement to be in a form satisfactory to the Trust.

(2)  An Authenticating Agent's responsibility for any Notes held in its custody
     hereunder shall be limited to using the same diligence in physically
     safeguarding such Notes as it does for its own securities. An
     Authenticating Agent shall account for the unissued Notes held in its
     custody whenever so required by the Trust. If at any time an Authenticating

<PAGE>

                                     - 27 -

     Agent shall discover that any of such Notes have been lost, damaged,
     destroyed, stolen or misappropriated, it shall promptly advise the Trust
     thereof and identify such Notes.

Section 2.11      Book-Entry Notes.

(1)  Unless otherwise provided in the Related Series Supplement for any Series
     and subject to Section 2.11(2), Notes of any Series or Class, upon original
     issuance, shall be issued under the Book-Entry System, in the form of one
     or more typewritten Note certificates to be delivered to the Clearing
     Agency by or on behalf of the Trust in respect of such Series or Class. The
     Notes shall initially be registered on the applicable Note Registers in the
     name of the Clearing Agency or its nominee and no Note Owner will receive
     Definitive Notes representing such Note Owner's interest in the Notes of
     any Series or Class, except as provided in Section 2.11(2) or the Related
     Series Supplement. Unless and until Definitive Notes of any Series or Class
     have been issued to the applicable Noteholders pursuant to Section 2.11(2)
     or as otherwise specified in the Related Series Supplement:

     (a)  The provisions of this Section 2.11 shall be in full force and effect;

     (b)  The Trust, the Indenture Trustee, any Related Authenticating Agent,
          any Related Paying Agent and the Administrator may deal with the
          Clearing Agency for all purposes (including the making of payments and
          the delivery of any notice, report or other communication) as the
          registered holder of Notes of the applicable Series or Class and as
          the authorized representative of the respective Note Owners of the
          applicable Series or Class;

     (c)  To the extent that the provisions of this Section 2.11 conflict with
          any other provisions of this Indenture, the provisions of this Section
          2.11 shall control;

     (d)  The rights of the respective Note Owners of such Series or Class shall
          be exercised only through the Clearing Agency (directly or by proxy in
          favour of the respective Participants) and shall be limited to those
          established herein and by law;

     (e)  All transfers and exchanges of Book-Entry Notes of such Series or
          Class must be made through the Book-Entry System and any person
          transferring a Book-Entry Note of such Series or Class in such manner
          shall be deemed to have transferred to the transferee all of such
          Person's rights and obligations in respect thereof; all transferees of
          Book-Entry Notes of such Series or Class shall be deemed to have
          received and accepted such transfer and be deemed to have agreed to be
          bound by the provisions of this Indenture; and

     (f)  For purposes of any provision of this Indenture requiring or
          permitting actions with the consent of, or at the direction of,
          holders of Notes evidencing a specified percentage of the aggregate
          unpaid principal amount of Notes of any Series or Class then
          outstanding, the Indenture Trustee is entitled to act and rely upon
          the instructions of the Clearing Agency that it has received
          instructions, directly or indirectly through their respective
          Participants, to such effect from Note Owners

<PAGE>

                                     - 28 -

          owning or representing, respectively, the requisite percentage of
          Notes of such Series or Class.

(2)  If Book-Entry Notes of any Series or Class have been issued and (i) the
     Trust or the Administrator advises the Indenture Trustee and any Related
     Note Registrar in writing that the Clearing Agency is no longer willing or
     able to discharge properly its responsibilities as the Clearing Agency with
     respect to such Notes or that the Clearing Agency has ceased to be a
     recognized clearing agency under the Act or any other applicable securities
     laws and the Trust or the Administrator is unable to locate a qualified
     successor; (ii) the Trust or the Administrator, at its option, advises the
     Indenture Trustee and any Related Note Registrar that it elects to
     terminate the use of the Book-Entry System with respect to the Notes of
     such Series or Class; or (iii) after the occurrence of a Related Event of
     Default or a Related Servicer Termination Event, Note Owners evidencing
     more than 50% of the aggregate unpaid principal amount then outstanding of
     the Notes of the affected Series or Class advise the Indenture Trustee
     through the Clearing Agency in writing, that the continuation of the
     Book-Entry System with respect to such Notes is no longer in the best
     interests of the Note Owners with respect to such Notes, then the Related
     Note Registrar shall notify the relevant Note Owners of such Notes, through
     the Clearing Agency, of the occurrence of any such event and of the
     availability of Definitive Notes to Note Owners requesting the same. Upon
     surrender by the Clearing Agency of the global certificate or certificates
     representing the Notes of any affected Series or Class and accompanied by
     registration instructions from the Clearing Agency for re-registration, the
     Trust shall execute, and the Related Authenticating Agent shall certify and
     deliver, Definitive Notes for such affected Series or Class in accordance
     with the instructions of the Clearing Agency. None of the Trust, the
     Indenture Trustee or the Related Note Registrar shall be liable for any
     delay in delivery of such instructions and may conclusively act and rely
     on, and shall be protected in acting and relying on, such instructions.
     Upon the issuance of such Definitive Notes, the Trust, the Indenture
     Trustee, each Related Authenticating Agent, each Related Paying Agent and
     the Administrator shall recognize the holders of such Definitive Notes as
     Noteholders hereunder.

(3)  If Definitive Notes of a Series or Class have been issued and thereafter
     the Related Note Registrar advises the Trust of the availability of the
     Book-Entry System for such Notes, the Trust may agree to allow for the
     re-registration of such Definitive Notes under the Book-Entry System and
     the Related Registrar shall forthwith deliver notice thereof to each
     registered holder of such Notes. Upon surrender by any such Noteholder of
     its Definitive Note accompanied by instructions for re-registration of the
     Note under the Book-Entry System, such Note shall thereafter be re-issued
     under the Book-Entry System and be subject to Sections 2.11(1), (2) and
     (3), mutatis mutandis.

Section 2.12      Notices To Clearing Agency

Whenever a notice or other communication to the Noteholders of any Series or
Class is required under this Indenture or any Related Series Supplement, unless
and until Definitive Notes have been issued to Note Owners of such Series or
Class, the Indenture Trustee shall give all such notices and communications to
the Clearing Agency.

<PAGE>

                                     - 29 -

Section 2.13      Payment of Amounts Due on Maturity of Notes.

(1)  The entire principal amount of each Note shall, except as otherwise
     specified in the Related Series Supplement, be due and payable on the
     maturity thereof unless such Note becomes due and payable at an earlier
     date by acceleration, call, redemption or otherwise.

(2)  Subject to the provisions of the Related Series Supplement, on or before
     1:00 p.m. (Toronto time) on each maturity date for Notes of a Series or
     Class outstanding hereunder, the Trust will pay from the Related Series
     Payment Accounts, to each of the Holders entitled to receive payment, the
     principal amount of the Note of the Series or Class together with any
     accrued and unpaid interest thereon (unless provided to the contrary in the
     Related Series Supplement, payable in the same currency), less any taxes
     required to be deducted pursuant to applicable laws, upon surrender of the
     Holder's Note at any branch of the Related Paying Agent designated by it
     from time to time. The payment of such amount shall satisfy and discharge
     the liability of the Trust and the Related Paying Agent for such Notes and
     such Notes shall thereafter not be considered as outstanding hereunder and
     each Holder, subject to Section 2.14, shall have no other right to receive
     payment of the amount to which such Holder is entitled.

Section 2.14      Periodic Payments on Medium Term Notes.

(1)  The Medium Term Notes of any Series or Class shall accrue interest as
     provided in the Related Series Supplement. Interest on any Medium Term Note
     for any period shall accrue from day to day on the outstanding principal
     amount of each Note during such period and at the interest rate, and
     calculated and compounded in the manner, specified in the Related Series
     Supplement.

(2)  Unless otherwise provided in any Related Series Supplement, periodic
     payments of principal of, and accrued and unpaid interest on, each Medium
     Term Note of any Series or Class will be made on or before 1:00 p.m.
     (Toronto time) on each Related Payment Date for such Series or Class.

(3)  Any instalment of interest or principal, if any, payable on any Medium Term
     Note (less any taxes required to be deducted pursuant to applicable law)
     that is punctually paid or duly provided for by the Trust on any Related
     Payment Date shall be paid to the Person in whose name such Note is
     registered on the Record Date by cheque mailed first-class, postage
     prepaid, at least 5 days prior to such Related Payment Date to such
     Person's address as it appears on the Note Register on such Record Date.
     The forwarding of such cheques to the Noteholders of a Series or Class of
     Medium Term Notes shall satisfy and discharge the liability of the Trust
     for the indicated principal amount and accrued interest upon the Medium
     Term Notes of the related Series or Class to the extent of the sums
     represented thereby (less the amount of any taxes deducted in accordance
     with applicable law) unless such cheque is not paid on presentation. In the
     event of non-receipt of such cheque by such Noteholder or the loss or
     destruction thereof, the Related Paying Agent, upon being furnished
     reasonable evidence of such non-receipt, loss or destruction, and indemnity
     reasonably satisfactory to the Related Paying Agent, shall issue or cause
     to be issued to such Noteholder a replacement cheque for the amount of such
     cheque. The

<PAGE>

                                     - 30 -

     funds represented by any such cheques returned undelivered shall be held
     and dealt with in accordance with Section 12.1(4)

(4)  Notwithstanding Section 2.14(4):

     (a)  Unless Definitive Notes have been issued, with respect to Notes of a
          Series or Class registered on the Record Date in the name of the
          nominee of the Clearing Agency (initially, such nominee to be CDS &
          Co.), payment will, subject to the terms of any related Clearing
          Agency Letter of Representations, be made by cheque delivered to the
          Clearing Agency or by wire transfer in immediately available funds to
          the account designated by such nominee; and

     (b)  The final instalment of principal payable with respect to any Medium
          Term Note (and except for the Redemption Price for any such Note
          called for redemption pursuant to the Related Series Supplement) shall
          be payable as provided in this Section 2.14(4)(b). The Indenture
          Trustee shall notify the Person in whose name a Medium Term Note is
          registered at the close of business on the Record Date preceding the
          Related Payment Date on which the Trust expects that the final
          instalment of principal of and interest on such Note will be paid.
          Such notice shall be mailed no later than five days prior to such
          final Payment Date and shall specify that such final instalment 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 instalment. Notices in connection with redemptions of
          Medium Term Notes shall be mailed to Noteholders as provided in the
          Related Series Supplement.

     (5)  Notwithstanding any provision of this Indenture or any Related Series
          Supplement to the contrary, the Trust may enter into any agreement
          with any Holder of a Medium Term Note providing for a method of
          payment, or notice by the Indenture Trustee or any Paying Agent to
          such Holder, at the sole cost and expense of such Holder, that is
          different from the methods provided for in this Indenture or the
          Related Series Supplement for such payments or notices. The Trust will
          furnish to the Indenture Trustee a copy of each such agreement and the
          Indenture Trustee will cause payments to be made and notices to be
          given in accordance with such agreements.

Section 2.15      Interest Act.

     For the purposes of the Interest Act (Canada), each yearly rate of interest
in respect of which interest is calculated on any basis other than a full
calendar year is equivalent to such rate of interest multiplied by a fraction
the numerator of which is the actual number of days in the calendar year in
which such yearly rate of interest is applicable or to be ascertained and the
denominator of which is the number of days comprising such other basis.

<PAGE>

                                     - 31 -

                                   ARTICLE 3
                                    SECURITY

Section 3.1       Security for the Obligations.

(1)  Subject to Sections 3.1(2) and 3.3, as security for the due payment of all
     Obligations including, without limitation, all principal of and interest,
     if any, on the Notes from time to time issued and certified under this
     Indenture and the Series Supplements, and the performance by the Trust of
     all of the obligations of the Trust herein contained in relation thereto,
     the Trust hereby:

     (a)  Mortgages, charges, pledges, grants, transfers, assigns, hypothecates
          and sets over unto the Indenture Trustee for the benefit of the
          Specified Creditors as and by way of a fixed and specific mortgage,
          assignment, pledge, hypothec and charge and grants to the Indenture
          Trustee for the benefit of the Specified Creditors a security interest
          in (i) all right, title and interest of the Trust in and to all
          Purchased Interests now owned or hereafter acquired by the Trust and
          all Programme Agreements to which the Trust is now or hereafter may
          become party; (ii) all debts, accounts, claims, moneys and choses in
          action which now are or which may at any time hereafter be due or
          owing to or owned by the Trust, and also all securities, bills, notes,
          evidences of deposits of money, and other documents now held or owned
          or which may be hereafter taken, held or owned by the Trust, or anyone
          on behalf of the Trust, and all renewals thereof, accretions thereto,
          substitutions therefor and all interest, income and revenue arising
          therefrom or by virtue thereof, including, without limitation, all
          debts, collections, demands and choses in action now or hereafter
          owing to the Trust pursuant to any of the Programme Agreements, (iii)
          all amounts or Eligible Investments now or hereafter deposited in or
          credited to all Series Accounts, all interest or investment earnings
          thereon and the proceeds thereof; and (iv) all proceeds of the
          properties, assets and undertakings described in clauses (i) to (iii)
          above now owned or hereafter acquired by the Trust; and

     (b)  Mortgages, charges, pledges, grants, transfers, assigns, hypothecates
          and sets over unto the Indenture Trustee for the benefit of the
          Specified Creditors, a floating charge over all of the property,
          assets and undertaking now owned or hereafter acquired by the Trust.

(2)  Notwithstanding the foregoing:

     (a)  The Related Collateral for any Series shall be subject to the Liens in
          favour of the Indenture Trustee created pursuant to Section 3.1 or the
          Hypothec solely as security for and to secure the Obligations of the
          Trust hereunder and under any Related Series Supplement in favour of
          the Related Specified Creditors for such Series.

     (b)  Funds or Eligible Investments on deposit in or credited to any Related
          Series Account (including interest and investment earnings thereon)
          and funds available pursuant to any Related Funding Agreement, Related
          Credit Agreement or

<PAGE>

                                     - 32 -

          Reserve in respect of any Series shall be allocated to and held by the
          Indenture Trustee as part of the Related Collateral securing the
          obligations of the Trust in favour of the Related Specified Creditors
          of such Series in accordance with the terms of the Related Series
          Supplement and any Related Programme Agreements.

     (c)  With respect to the Debt Obligations of any Series and other debts,
          liabilities and obligations of the Trust to the Related Specified
          Creditors for such Series:

          (i)    the Related Collateral shall be held as security for the due
                 payment of the Related Obligations alone;

          (ii)   the Related Obligations shall be secured solely by the Related
                 Collateral, recourse against the Trust for payment of the
                 Related Obligations shall be limited solely to the Related
                 Collateral, and, if the Related Collateral is insufficient to
                 pay any Related Obligations in full, any amount not paid by the
                 Trust to the holder of such unpaid Related Obligations shall
                 not constitute a claim in any bankruptcy, insolvency or other
                 Proceeding by or against the Trust; and

          (iii)  the Related Specified Creditors shall not have the right to
                 claim against the Trust or participate in the insolvency of the
                 Trust as unsecured creditors other than, and only to the extent
                 that, such claim or participation is necessary to permit
                 recourse to the Related Collateral, it being understood that:

                 (A)  the Related Specified Creditors in respect of any Series
                      shall not be entitled to receive payment from, and in
                      enforcing the rights of the Indenture Trustee and such
                      Related Specified Creditors hereunder or under any Related
                      Series Supplement, recourse by the Indenture Trustee and
                      such Related Specified Creditors against the Trust
                      Property and the Collateral shall not be had against, the
                      Related Collateral for any other Series or the Related
                      Specified Creditors for such other Series;

                 (B)  the Related Specified Creditors in respect of any Series
                      shall not be entitled to receive payment from or to
                      enforce the rights of the Indenture Trustee against any
                      part of the Related Collateral for any other Series;

                 (C)  each Related Specified Creditor shall only be entitled to
                      payments from or proceeds of the Related Collateral as
                      specified in the Related Series Supplement; and

                 (D)  notwithstanding any term of provision of the Hypothec, the
                      terms and provisions of this Indenture and the Related
                      Series Supplements shall govern recourse to the Collateral
                      by all Specified Creditors.

<PAGE>

                                     - 33 -

     (d)  The Related Collateral for any Series and the Related Obligations
          shall not include the Related Collateral for any other Series unless
          the Related Series Supplement for such other Series so provides.

Section 3.2       Habendum.

     To have and to hold the Collateral and all rights hereby conferred unto the
Indenture Trustee, its successors and assigns forever but in trust nevertheless
for the benefit of the Specified Creditors and for the uses and purposes and
subject to the terms and conditions herein set forth.

Section 3.3       Security Valid Irrespective of Advance of Moneys.

     The Trust acknowledges that value has been given and that the security
granted pursuant to Section 3.1 shall attach and be effective on the date of
execution of this Indenture and when the Trust has rights in the Collateral,
whether or not the moneys and the Notes or any other evidence of Obligations or
any part thereof hereby secured or intended to be hereby secured shall be
advanced or issued before or after or upon the date of the execution of this
Indenture.

Section 3.4       Satisfaction and Discharge.

(1)  The Indenture Trustee will from time to time, upon the receipt of an Trust
     Order and at the expense of the Trust, cancel and discharge any of the
     security constituted by this Indenture and execute and deliver to the Trust
     such assignments or other instruments as are required to discharge any of
     the security constituted hereby and reconvey to the Trust any property
     subject to any of the security constituted hereby, free and clear of such
     security, and to effect the cancellation or partial discharge of any
     registration or recording of the Lien or other encumbrance created hereby,
     and to release the Trust from this Indenture and the obligations hereof and
     the covenants herein contained (other than the provisions relating to the
     indemnification of the Indenture Trustee) at such time as the Trust has
     provided the Indenture Trustee with evidence reasonably satisfactory to the
     Indenture Trustee that the Trust has paid and satisfied all Obligations to
     which such security relates at the times and in the manner therein and
     herein provided.

(2)  If, (i) pursuant to the terms of any Funding Agreement, Credit Agreement or
     Asset Purchase Agreement, any Purchased Interest (or part thereof) is to be
     conveyed to the Related Funding Provider, Related Credit Provider or
     Related Seller or Related Servicer, respectively, or any other Person; or
     (ii) with respect to the Debt Obligations of or other Obligations relating
     to any Series, any payment is made from the Related Series Accounts in
     accordance with the terms of this Indenture and the Related Series
     Supplement, such conveyance or payment shall be (x) effective automatically
     without the necessity of any Trust Order, whether such conveyance or
     payment shall occur before or after any Related Event of Default, and (y)
     made free and clear of the security constituted hereby and any other
     provision hereof and the Indenture Trustee shall be deemed to have taken
     all action contemplated by Section 3.5(1) to effect such conveyance or
     payment.

<PAGE>

                                     - 33 -

                                   ARTICLE 4
                POSSESSION AND USE OF COLLATERAL; SERIES ACCOUNTS

Section 4.1       General.

(1)  Subject to the express terms of this Indenture and the Related Series
     Supplement, until, in respect of the Notes of any Series, the Related
     Obligations have become due and payable pursuant to Section 7.2, the Trust
     will be permitted to possess and use the Related Collateral in connection
     with the activities of the Trust, including, without limitation, the right
     to exercise all of its rights and perform all of its obligations under each
     Related Programme Agreement and otherwise and enter into Related Hedging
     Contracts without consultation with or the consent of the Indenture
     Trustee.

(2)  Each Note and other Obligation is issued or obtained by the Trust on the
     express understanding and acknowledgement of each related Specified
     Creditor that the rights under or in respect of such Obligation are subject
     in all respects to the priority and sharing arrangements set forth herein
     and in the Related Series Supplement, and to the provisions set forth
     herein and therein regarding allocation of payments for such Obligations.
     The benefit of this Indenture shall be allocated and shared among the Trust
     and the Specified Creditors in accordance with the terms hereof and any
     Related Series Supplement.

Section 4.2       Series Accounts.

(1)  The Trust shall establish and maintain the Series Accounts for each Series
     in accordance with the terms of the Related Series Supplement and the
     Related Asset Purchase Agreements.

(2)  The Trust shall establish and maintain within each Series Account such
     sub-ledgers and sub-accounts for each class or type of payment received by
     the Trust and deposited to such Series Account as are necessary to ensure
     that all payments and distributions of or in respect of the Related
     Purchased Interest and the Related Obligations are paid or distributed in
     accordance with the Related Series Supplement and the other Related
     Programme Agreements. Until the Related Obligations have become due and
     payable pursuant to Section 7.2, the Trust shall have access to such Series
     Accounts and may use the funds in such accounts for any purpose not in
     violation of this Indenture or the Related Programme Agreements.

Section 4.3       Location of Accounts.

     Unless otherwise provided in the Related Series Supplement for any Series,
(a) each Related Series Account shall be an Eligible Deposit Account, and (b)
if, at any time, any Series Account ceases to be an Eligible Deposit Account,
the Trust (or the Administrator on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which the Related
Rating Agency may consent) establish a new Series Account as an Eligible Deposit
Account in replacement of such ineligible Series Account and shall transfer any
cash and/or any Eligible Investments on deposit in or credited to such
ineligible Series Account to such new Series Account.

<PAGE>

                                     - 35 -

                                   ARTICLE 5
                             COVENANTS OF THE TRUST

Section 5.1       Positive Covenants.

     The Trust hereby covenants and agrees with the Indenture Trustee that, so
long as any Obligations remain outstanding and except as otherwise provided in
any Related Series Supplement for any Series or as otherwise permitted by the
prior written consent of the Indenture Trustee, it shall with respect to each
such Series:

     (a)  Pay Obligations. Duly and punctually pay or cause to be paid to every
          Related Debtholder the principal and interest, if any, of the Related
          Debt Obligations held by such Debtholder on the date, at the place and
          in the manner provided for in this Indenture, each Related Series
          Supplement and the Related Debt Obligations and duly and punctually
          pay all Related Obligations to the applicable Related Specified
          Creditors, in each case, in the manner provided for in the Related
          Transaction Documents;

     (b)  Maintain Existence. Maintain its existence, residence, rights and
          franchises as a trust under the laws of the Province of Ontario and
          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 Related
          Debt Obligations, the other Related Transaction Documents and the
          Related Collateral.

     (c)  Perform Obligations. Punctually perform and observe all of its
          obligations and agreements contained in this Indenture, the other
          Related Transaction Documents and in the instruments and agreements
          included in the Related Collateral, including filing or causing to be
          filed all PPSA financing statements and financing change statements
          required to be filed by this Indenture and the Related Asset Purchase
          Agreements in accordance with and within the time periods provided for
          herein and therein.

     (d)  Notice of Servicer Termination Event. If the Trust shall have
          knowledge of the occurrence of a Related Servicer Termination Event,
          promptly notify the Indenture Trustee and the Related Rating Agencies
          thereof, and specify in such notice the action, if any, the Trust is
          taking with respect to such default. If a Related Servicer Termination
          Event shall arise from the failure of a Related Servicer to perform
          any of its duties or obligations under any Related Asset Purchase
          Agreement with respect to the related Purchased Interest, the Trust
          shall take all reasonable steps available to it to remedy such failure
          in accordance with the terms of the Related Transaction Documents.

     (e)  Successor Servicer. As promptly as possible after the giving of notice
          of termination to a Related Servicer of the Related Servicer's rights
          and powers pursuant to a Related Asset Purchase Agreement or Related
          Servicing Agreement, the Trust shall appoint a successor servicer (the
          "Successor Servicer"), and such Successor Servicer shall accept its
          appointment by a written assumption in a form

<PAGE>

                                     - 36 -

          acceptable to the Indenture Trustee. In the event that a Successor
          Servicer has not been appointed and accepted its appointment at the
          time when the previous Related Servicer ceases to act as Servicer, the
          Indenture Trustee without further action shall automatically be
          appointed the Successor Servicer. The Indenture Trustee may resign as
          a Related Servicer by giving written notice of such resignation to the
          Issuer and in such event will be released from such duties and
          obligations, such release not to be effective until the date a
          Successor Servicer enters into a servicing agreement with the Issuer
          as provided below. Upon delivery of any such notice to the Issuer, the
          Issuer shall obtain a new servicer as the Successor Servicer under the
          affected Related Asset Purchase Agreement. Any Successor Servicer
          shall: (i) satisfy the eligibility criteria set out in the Related
          Series Supplement, and (ii) enter into a servicing agreement with the
          Trust having substantially the same provisions as the provisions of
          the Related Asset Purchase Agreement applicable to the Related
          Servicer. If within 30 days after the delivery of the notice referred
          to above, the Trust shall not have obtained such a Successor Servicer,
          the Indenture Trustee may appoint, or may petition a court of
          competent jurisdiction to appoint, a Successor Servicer. In connection
          with any such appointment, the Indenture Trustee may make such
          arrangements for the compensation of such Successor Servicer as it and
          such Successor Servicer shall agree, subject to the limitations set
          forth below and in the Related Asset Purchase Agreement, and in
          accordance with the Related Asset Purchase Agreement, the Trust shall
          enter into an agreement with such Successor Servicer for the servicing
          of the Related Purchase Interest (such agreement to be in form and
          substance satisfactory to the Indenture Trustee). If the Indenture
          Trustee shall succeed to the previous Related Servicer's duties as
          servicer of the related Purchased Interest as provided herein, it
          shall do so in its individual capacity and not in its capacity as
          Indenture Trustee and, accordingly, the provisions of Article 11 shall
          be inapplicable to the Indenture Trustee in its duties as a Related
          Successor Servicer and the servicing of the related Purchased
          Interest. In case the Indenture Trustee shall become a Related
          Successor Servicer under a Related Asset Purchase Agreement, the
          Indenture Trustee shall be entitled to appoint as Servicer any one of
          its Affiliates; provided, that it shall be fully liable for the
          actions and omissions of such Affiliate in its capacity as Successor
          Servicer.

          Upon any termination of a Related Servicer's rights and powers
          pursuant to a Related Asset Purchase Agreement, the Trust shall
          promptly notify the Indenture Trustee. As soon as a Successor Servicer
          is appointed, the Trust shall notify the Indenture Trustee of such
          appointment, specifying in such notice the name and address of such
          Successor Servicer.

     (f)  Notice of Events of Default. The Trust shall give the Indenture
          Trustee and the Related Rating Agencies, Related Funding Agents and
          Related Credit Providers, if any, prompt written notice of each
          Related Default and each Related Event of Default hereunder or under
          the Related Series Supplement.

<PAGE>

                                     - 37 -

     (g)  Annual Statement As To Compliance. The Trust will deliver to the
          Indenture Trustee, within 120 days after the end of each fiscal year
          of the Trust (commencing with the fiscal year 2002), a Certificate of
          the Trust stating that:

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

          (ii)   to the best of such Responsible Officer's knowledge, based on
                 such review, the Trust has complied with all conditions and
                 covenants under this Indenture and the Series Supplements
                 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 Responsible Officer and the nature
                 and status thereof.

     (h)  Pay Taxes. Withhold, pay or cause to be paid all taxes, government
          fees and dues levied, assessed or imposed upon the Trust and its
          property or any part thereof, as and when the same become due and
          payable; provided that the Trust may protest the payment of any such
          taxes, fees or dues if it is acting in good faith and if it either
          provides the Indenture Trustee with cash in an amount sufficient to
          satisfy the same or otherwise satisfies the Indenture Trustee that its
          interests are not prejudiced thereby and the Rating Agency Condition
          is satisfied;

     (i)  Further Assurances. The Trust will from time to time execute and
          deliver all such supplements and amendments hereto and all such
          financing statements, financing change statements, instruments of
          further assurance and other instruments, and will take such other
          action necessary or advisable to:

          (i)    maintain or preserve the Lien, and the priority of, this
                 Indenture or carry out more effectively the purposes hereof;

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

          (iii)  enforce any of the Collateral; or

          (iv)   preserve and defend title to the Collateral and the rights of
                 the Indenture Trustee and the Specified Creditors in such
                 Collateral against the claims of all Persons.

     (j)  Change of Name. Immediately notify the Indenture Trustee and each
          Rating Agency of any change in name of the Trustee or the Trust.

     (k)  Change of Address. Immediately notify the Indenture Trustee and each
          Rating Agency of any change in address of the Trustee or the Trust.

<PAGE>

                                     - 38 -

Section 5.2       Negative Covenants.

     The Trust hereby covenants and agrees with the Indenture Trustee that, so
long as any Related Obligations for a Series remain outstanding and except as
otherwise permitted by (i) the Indenture Trustee or (ii) this Indenture and the
other Related Transaction Documents, it shall not, and shall not permit the
Administrator to, with respect to such Series:

     (a)  No Sale. Sell, transfer, exchange or otherwise dispose of any of the
          Related Collateral unless directed to do so by the Indenture Trustee;

     (b)  Limit Activities. Engage in any activity other than the activities
          contemplated by the Related Transaction Documents.

     (c)  Liquidation, Dissolution. Dissolve or liquidate the Trust or terminate
          the Declaration of Trust until all Holders of the Debt Obligations and
          the other Specified Creditors have been paid in full.

     (d)  Impair Security. Permit (i) the validity or effectiveness of the Lien
          on the Related Collateral created under this Indenture to be impaired
          or permit the Lien created by this Indenture to be amended,
          hypothecated, subordinated, terminated or discharged, or permit any
          Person to be released from any covenants or obligations under this
          Indenture, except as may be expressly permitted hereby, (ii) permit
          any Lien (other than the Lien of this Indenture) to be created on or
          extend to or otherwise arise upon or burden the Related Collateral or
          any part thereof or any interest therein or the proceeds thereof or
          (iii) permit the Lien of this Indenture not to constitute a valid
          first priority (other than (x) with respect to any tax lien,
          mechanics' lien or other lien not considered a Lien or (y) any
          Permitted Lien in the Related Collateral).

     (e)  Create Indebtedness. Create, incur, assume or guarantee any
          indebtedness or obligation (other than Related Obligations) which are
          secured by, or permit any obligations (other than Related Obligations)
          to have recourse to any Related Collateral for any Series.

     (f)  Loans and Investments. Make any loan to or investment in, or give any
          guarantee on behalf of or other financial assistance to, any Person.

     (g)  Claim Set-off. Claim any credit on, or make any deduction from the
          principal or interest payable in respect of the Related Debt
          Obligations (other than amounts properly withheld from such payments
          under the Income Tax Act (Canada) or applicable provincial law) or
          assert any claim against any present or former Debtholder by reason of
          the payment of the taxes levied or assessed upon any part of the Trust
          other than taxes, interest and penalties in respect of withholding
          taxes under the Income Tax Act (Canada) or applicable provincial law
          in respect of payments on the Related Debt Obligations.

     (h)  Dealings with Collateral, etc. Take any action, nor permit any action
          to be taken by others, that would release any Person from any material
          covenants or

<PAGE>

                                     - 39 -

          obligations under any instrument or agreement included in the Related
          Collateral or that would result in the amendment, hypothecation,
          subordination, termination or discharge of, or impair the validity or
          effectiveness of, any such instrument or agreement, except as
          expressly provided in the Related Programme Agreements.

     (i)  Amendment, Waiver, Etc. Except as otherwise expressly provided or
          contemplated in the Related Series Supplement or the other Related
          Transaction Documents for such Series (other than this Indenture or
          the Related Series Supplement):

          (i)    amend, modify, waive, supplement, terminate or surrender, or
                 agree to any amendment, modification, supplement, termination,
                 waiver or surrender of, the terms of any Related Transaction
                 Documents (other than this Indenture or the Related Series
                 Supplement), or

          (ii)   waive, or consent to a postponement of, timely performance,
                 observance or compliance of or with the terms and provisions
                 thereof,

          unless (x) the Rating Agency Condition shall have been satisfied with
          respect thereto and (y) if any such action would adversely affect the
          interests of any Related Debtholder in any material respect, the
          Indenture Trustee or the Holders of at least a majority of the
          Outstanding Amount of the Related Debt Obligations shall have
          consented thereto; provided, however, that if any such amendment,
          modification, waiver, agreement, termination or consent, would
          adversely affect the interests of any Related Specified Creditor other
          than a Related Debtholder, the Trust shall obtain the prior consent of
          such Related Specified Creditor to such amendment, modification,
          waiver, agreement, termination or consent. If any such amendment,
          modification, supplement or waiver shall be so consented to by the
          Indenture Trustee or such Holders, the Trust agrees, promptly
          following a request by the Indenture Trustee to do so, to execute and
          deliver, in its own name and at its own expense, such agreements,
          instruments, consents and other documents as the Indenture Trustee may
          deem necessary or appropriate in the circumstances.

     (j)  Removal of Administrator. Consent to the resignation of the
          Administrator or remove the Administrator without cause unless the
          Rating Agency Condition shall have been satisfied in connection with
          such removal.

Section 5.3       Indenture Trustee May Perform Covenants.

     If the Trust fails to perform any of its covenants herein contained, with
respect to any Series, the Indenture Trustee may, but shall not be obligated to,
upon the receipt of indemnification and funding reasonably acceptable to the
Indenture Trustee as provided in Sections 11.3(2) and (3), perform or cause to
be performed the covenant if the covenant is capable of being performed by the
Indenture Trustee and, if the covenant requires the expenditure of money, the
Indenture Trustee may make the expenditure with its own funds or with money
borrowed by or advanced to it for such purpose, but will be under no obligation
so to do; and all sums so expended will (i) constitute Series Expenses for the
Series in respect of which such expenditures were incurred, (ii) bear interest
at the rate of interest charged to the Indenture

<PAGE>

                                     - 40 -

Trustee by its bankers from the date of expenditure until repayment and will
(together with such interest) be paid by the Trust upon demand, (iii) until
paid, form part of the Related Obligations and constitute a charge or lien on
the Related Collateral to which such covenant related in priority to the
security hereby constituted, and (iv) be payable out of any proceeds of the
Related Collateral coming into possession of the Indenture Trustee hereunder. No
performance or payment by the Indenture Trustee will be deemed to relieve the
Trust from the consequences of the occurrence of any Related Event of Default
hereunder.

                                   ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

Section 6.1       Representations and Warranties of the Trust.


     The Trust hereby represents and warrants to the Indenture Trustee and shall
be deemed to represent and warrant to the Indenture Trustee on the Series
Issuance Date for any Series that:

     (a)  Valid Existence and Due Qualification. The Trustee is a valid and
          subsisting trust company (as defined in the Trust and Loan Companies
          Act (Canada)) under the laws of Canada and the Trust is a duly created
          trust under the laws of the Province of Ontario. The Trustee (i) is
          duly qualified to carry on its business in each jurisdiction in which
          it carries on business, including, without limitation, the power and
          authority and legal right to acquire Purchased Interests, (ii) has the
          power and authority to enter into and perform its obligations under
          this Indenture and the other Programme Agreements, instruments and
          agreements executed and delivered by it on such date, (iii) has the
          power and capacity to own its property and carry on its business as
          currently conducted and (iv) has obtained all material licences,
          permits and approvals from all governments, governmental commissions,
          boards and other agencies required in respect of its operations;

     (b)  Due Authorization; Enforceability. The execution, delivery and
          performance of this Indenture, the other Programme Agreements executed
          and delivered by it on such date and every instrument or agreement
          executed and delivered by it pursuant hereto and thereto on such date
          has been duly authorized by all requisite action and this Indenture
          and such other Programme Agreements, instruments and agreements have
          been duly executed and delivered by the Trustee on behalf of the Trust
          and constitute valid and binding obligations of the Trust enforceable
          against the Trust in accordance with their respective terms subject to
          (i) applicable bankruptcy, insolvency, moratorium and similar laws
          affecting the enforcement of creditors rights generally and (ii)
          equitable principles which may limit the availability of certain
          remedies including the remedy of specific performance;

     (c)  No Litigation. To the best knowledge of the Trustee, there are no
          actions, suits or proceedings existing or threatened against or
          affecting the Trust at law or in equity or before or by any
          governmental department, commission, board, bureau, agency or
          instrumentality, domestic or foreign, or before any arbitrator of any
          kind, which would result in any material adverse change in the
          business, operations, prospects, properties, assets or condition,
          financial or otherwise, of the Trust or in the ability

<PAGE>

                                     - 41 -

          of the Trust to perform its obligations under this Indenture, the
          other Programme Agreements executed and delivered by it on such date
          or any agreement or instrument delivered pursuant hereto or thereto on
          such date;

     (d)  No Conflict. Neither the execution nor delivery of this Indenture or
          any agreements or instruments executed and delivered pursuant hereto
          on such date, the consummation of the transactions herein and therein
          contemplated, nor compliance with the terms, conditions and provisions
          hereof or thereof conflicts with or will conflict with, or results or
          will result in any breach of, or constitutes a default under, any of
          the provisions of the Declaration of Trust or any agreements or
          instruments to which the Trust is a party or by which it or any of its
          property and assets are bound.

     (e)  Residency. The Trustee is not a non-resident of Canada within the
          meaning of the Income Tax Act (Canada).

Section 6.2       Representations and Warranties of the Indenture Trustee.

     The Indenture Trustee hereby represents and warrants to the Trust and shall
be deemed to represent and warrant to the Trust on the Series Issuance Date for
any Series that:

     (a)  Valid Existence and Due Qualification. The Indenture Trustee (i) is a
          valid and subsisting trust company (as defined in the Trust and Loan
          Companies Act (Canada)) under the laws of Canada, (ii) is duly
          qualified to carry on its business in each jurisdiction in which it
          carries on business, (iii) has the power and authority to enter into
          and perform its obligations under this Indenture and the other
          Programme Agreements, instruments and agreements executed and
          delivered by it on such date, (iv) has the power and capacity to own
          its property and carry on its business as currently conducted and (v)
          has obtained all material licences, permits and approvals from all
          governments, governmental commissions, boards and other agencies
          required in respect of its operations;

     (b)  Due Authorization. The execution, delivery and performance of this
          Indenture and the other Programme Agreements, instruments and
          agreements executed and delivered by it on such date have been duly
          authorized by all requisite action and this Indenture and such other
          Programme Agreements, instruments and agreements have been duly
          executed and delivered by the Indenture Trustee;

     (c)  No Litigation. To the best of the Indenture Trustee's knowledge, there
          are no proceedings, actions or suits existing or threatened before any
          court, regulatory body, administrative agency or other governmental
          instrumentality having jurisdiction over the Indenture Trustee or its
          properties: (i) asserting the invalidity of this Indenture, or any
          Series Supplement, (ii) seeking to prevent the consummation of any of
          the transactions contemplated by this Indenture or any Series
          Supplement or (iii) seeking any determination or ruling that might
          materially and adversely affect the performance by the Indenture
          Trustee of its obligations under, or the validity or enforceability
          of, this Indenture or any Series Supplement;

<PAGE>

                                     - 42 -

     (d)  No Conflict. Neither the execution nor delivery of this Indenture, the
          other Programme Agreements or any agreements or instruments executed
          and delivered pursuant hereto or thereto on such date, the
          consummation of the transactions herein and therein contemplated, nor
          compliance with the terms, conditions and provisions hereof or thereof
          conflicts with or will conflict with, or results or will result in any
          breach of, or constitutes a default under, its constating documents or
          by-laws or any of the provisions of any agreements or instruments to
          which the Indenture Trustee is a party or by which it or any of its
          property and assets are bound.

     (e)  Residency. The Indenture Trustee is not a non-resident of Canada
          within the meaning of the Income Tax Act (Canada).

Section 6.3       Survival of Representations and Warranties.

     The representations and warranties of the Trust and the Indenture Trustee
in sections 6.1 and 6.2 shall survive the execution of this Indenture.

                                   ARTICLE 7
                                EVENTS OF DEFAULT

Section 7.1       Related Event of Default

     A Related Event of Default means, with respect to the Debt Obligations of
any Series, (i) the happening of any event specified as an "Event of Default" in
the Related Series Supplement; and (ii) subject to the terms of the Related
Series Supplement, the happening of any one of the following events, each of
which shall constitute an "Event of Default":

     (a)  Default in Payment of Interest. Default in the payment of interest on
          any Debt Obligation of such Series when the same becomes due and
          payable in accordance with the terms and provisions of the Related
          Series Supplement;

     (b)  Default in Payment of Principal. Default in the payment of principal
          of any Debt Obligation of such Series when the same becomes due and
          payable in accordance with the terms and provisions of the Related
          Series Supplement;

     (c)  Covenant Default. Default in the observance or performance of any
          covenant or agreement of the Trust made in this Indenture or the
          Related Series Supplement with respect to such Series (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 Trust with respect to such Series
          made in this Indenture, the Related Series Supplement or in any
          certificate or other writing delivered pursuant thereto or in
          connection therewith 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 after there shall have been given, by registered or
          certified mail, to the Trust

<PAGE>

                                     - 43 -

          by the Indenture Trustee or to the Trust and the Indenture Trustee by
          the Holders of at least 25% of the Outstanding Amount of the Debt
          Obligations of the affected Series, 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

     (d)  Insolvency. An Insolvency Event shall occur with respect to the Trust.

The Trust shall deliver to the Indenture Trustee, within five days after the
Trust or the Administrator obtains actual knowledge thereof, written notice in
the form of a Certificate of the Trust of any Related Default or Related Event
of Default under clause (c), its status and what action the Trust is taking or
proposes to take with respect thereto.

Section 7.2       Acceleration Of Maturity; Rescission And Annulment

(1)  Subject to the terms of the Related Series Supplement for any Series, if a
     Related Event of Default for any Series should occur and be continuing,
     then and in every such case the Indenture Trustee or the Holders of Debt
     Obligations of such Series representing not less than 66 2/3% of the
     Outstanding Amount of such Series may declare all the Debt Obligations of
     such Series to be immediately due and payable, by a notice in writing to
     the Trust (and to the Indenture Trustee if given by Debtholders), and upon
     any such declaration the Outstanding Amount, together with accrued and
     unpaid interest thereon through the date of acceleration, shall become
     immediately due and payable.

(2)  At any time after such declaration of or other acceleration of maturity of
     a Series has been made and before a judgement or order for payment of the
     money due has been obtained by the Indenture Trustee as hereinafter in this
     Article 7 provided, the Holders of Debt Obligations of the Series
     representing not less than 66 2/3% of the Outstanding Amount of the Series
     may, by written notice to the Trust and the Indenture Trustee or
     Extraordinary Resolution, rescind and annul such declaration or other
     acceleration and its consequences if:

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

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

          (ii)   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

          (iii)  all amounts due and payable to the other Related Specified
                 Creditors; and

     (b)  all Related Events of Default, other than the non-payment of the
          principal of the Debt Obligations that have become due solely by such
          acceleration, have been cured or waived.

<PAGE>

                                     - 44 -

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

                                   ARTICLE 8
                            REMEDIES AND ENFORCEMENT

Section 8.1       Collection Of Indebtedness And Suits For Enforcement By
                  Indenture Trustee

(1)  The Trust covenants that if a Related Event of Default for any Series
     described in Section 7.1(a) or (b) occurs, the Trust will, upon demand of
     the Indenture Trustee, pay to it, for the benefit of the Holders of Debt
     Obligations of such Series, the whole amount then due and payable on such
     Debt Obligations for principal and interest, with interest upon the overdue
     principal and 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 (less any taxes required to be deducted pursuant to applicable
     laws).

(2)  In case the Trust shall fail forthwith to pay such amounts upon such
     demand, the Indenture Trustee, in its own name and as trustee of an express
     trust, may institute a Proceeding for the collection of the sums so due and
     unpaid, and may prosecute such Proceeding to judgement, and may enforce the
     same against the Trust or other obligor upon such Debt Obligations and
     collect in the manner provided by law out of the Related Collateral or any
     other obligor upon such Debt Obligations, wherever situated, the moneys
     adjudged or ordered to be payable.

(3)  In case any Related Event of Default for any Series occurs and is
     continuing, the Indenture Trustee may, as more particularly provided in
     Section 8.4, in its discretion, proceed to protect and enforce its rights
     and the rights of the Related Debtholders and other Related Specified
     Creditors, by such appropriate Proceedings as the Indenture Trustee shall
     deem most effective to protect and enforce any such rights, whether for the
     specific enforcement of any covenant or agreement in this Indenture or in
     aid of the exercise of any power granted herein, or to enforce any other
     proper remedy or legal or equitable right vested in the Indenture Trustee
     by this Indenture or by law.

(4)  In case there shall be pending, relative to the Trust or any other obligor
     upon the Related Obligations for any Series or any Person having or
     claiming an ownership interest in the Related Collateral, Proceedings under
     any applicable bankruptcy, insolvency or other similar law, or in case a
     receiver, assignee, trustee in bankruptcy, liquidator, sequestrator or
     similar official shall have been appointed for or taken possession of the
     Trust or its property or such other obligor or Person, or in case of any
     other comparable judicial Proceedings relative to the Trust or other
     obligor upon such Related Obligations, or to the creditors or property of
     the Trust or such other obligor, the Indenture Trustee, irrespective of
     whether the principal of any affected Obligations 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 this Section, shall be entitled and empowered, by intervention
     in such proceedings or otherwise:

<PAGE>

                                     - 45 -

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

     (b)  unless prohibited by applicable law or regulations, to vote on behalf
          of the Specified Creditors for any affected Series in any election of
          a trustee, a monitor, an interim trustee or any Person performing
          similar functions in any such Proceedings;

     (c)  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 affected Debtholders and other
          Related Specified Creditors and of the Indenture Trustee on their
          behalf; and

     (d)  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 Related Specified Creditors allowed in any judicial
          Proceedings relative to the Trust, its creditors and its property;

     and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
     other similar official in any such Proceeding is hereby authorized by each
     of such Related Specified Creditors 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 Related Specified Creditors, 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.

(5)  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
     Related Specified Creditor any plan of reorganization, arrangement,
     adjustment or composition affecting the Related Obligations or the rights
     of any Related Specified Creditor or to authorize the Indenture Trustee to
     vote in respect of the claim of any Related Specified Creditor in any such
     Proceeding except, as aforesaid, to vote for the election of a trustee in
     bankruptcy or similar Person.

(6)  All rights of action and of asserting claims under this Indenture and any
     Related Series Supplement, or under any of the Related Obligations, may be
     enforced by the Indenture Trustee without the possession of any of the
     Related Obligations 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 and as trustee of
     an

<PAGE>

                                     - 46 -

     express trust, and any recovery of judgement, 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 rateable benefit of the Holders of the Related
     Obligations.

(7)  In any Proceedings brought by the Indenture Trustee (and also any
     Proceedings involving the interpretation of any provision of this Indenture
     to which the Indenture Trustee shall be a party), the Indenture Trustee
     shall be held to represent all Related Specified Creditors, and it shall
     not be necessary to make any Related Specified Creditor a party to any such
     Proceedings.

Section 8.2       Remedies; Priorities

(1)  If a Related Event of Default for any Series of Debt Obligations shall have
     occurred and be continuing, the Indenture Trustee may do one or more of the
     following (subject to Section 8.4):

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

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

     (c)  exercise any remedies of a secured party under the PPSA and take any
          other appropriate action to protect and enforce the rights and
          remedies of the Indenture Trustee and the Specified Creditors of such
          Series; and

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

     provided, however, that the Indenture Trustee may not sell or otherwise
     liquidate the Related Collateral for any Series following a Related Event
     of Default, other than a Related Event of Default described in Section
     7.1(a) or (b), unless: (A) all the Debtholders consent thereto, (B) the
     proceeds of such sale or liquidation distributable to the Debtholders of
     such Series and the other Related Specified Creditors (other than the
     Related Sellers) will be sufficient to discharge in full all amounts then
     due and unpaid upon the Related Obligations or (C) the Indenture Trustee
     determines that the Related Collateral will not continue to provide
     sufficient funds for the payment of principal of and interest on the
     Related Obligations as they would have become due if the Related
     Obligations had not been declared due and payable, and the Indenture
     Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount
     of such Series. In determining such sufficiency or insufficiency with
     respect to clauses (B) and (C), the Indenture Trustee may, but need not,
     obtain and rely upon an opinion of an independent investment

<PAGE>

                                     - 47 -

     banking or accounting firm of national reputation as to the feasibility of
     such proposed action and as to the sufficiency of the Related Collateral
     for such purpose.

(2)  If the Indenture Trustee collects any money or property pursuant to this
     Article 8 in respect of any Series or the Related Collateral, it shall pay
     out such money or property in accordance with the Related Series
     Supplement.

Section 8.3       Performance And Enforcement Of Certain Obligations

(1)  Promptly following a request from the Indenture Trustee to do so and at the
     Administrator's expense, the Trust shall take all such lawful action as the
     Indenture Trustee may request to compel or secure the performance and
     observance by a Seller or a Servicer, as applicable, of its obligations to
     the Trust under or in connection with any applicable Asset Purchase
     Agreement in accordance with the terms thereof, and to exercise any and all
     rights, remedies, powers and privileges lawfully available to the Trust
     under or in connection with such Asset Purchase 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 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 affected Asset Purchase Agreement.

(2)  If a Related 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 not less than 66-2/3% of the Outstanding Amount of the
     affected Debt Obligations shall, exercise all rights, remedies, powers,
     privileges and claims of the Trust against the Related Seller or the
     Related Servicer under or in connection with the Related Asset Purchase
     Agreement, including the right or power to take any action to compel or
     secure performance or observance by the Related Seller or the Related
     Servicer of each of their obligations to the Trust thereunder and to give
     any consent, request, notice, direction, approval, extension or waiver
     under the Related Asset Purchase Agreement, and any right of the Trust to
     take such action shall be suspended.

Section 8.4       Optional Preservation Of The Receivables

If the Debt Obligations of any Series have been declared to be due and payable
under Section 7.2 following a Related Event of Default, and such declaration and
its consequences have not been rescinded and annulled, the Indenture Trustee
may, but need not, elect to permit the Trust to maintain possession of the
Related Collateral. It is the desire of the parties hereto and the Debtholders
of each Series that there be at all times sufficient funds for the payment of
principal of and interest on the Related Debt Obligations, and the Indenture
Trustee shall take such desire into account when determining whether or not to
permit the Trust to maintain possession of the Related Collateral. In
determining whether to permit the Trust to maintain possession of the Related
Collateral for any Series, 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 such Related Collateral for such purpose.

<PAGE>

                                     - 48 -

Section 8.5       Application of Moneys.

     Subject to the provisions of any Related Series Supplement, upon the
occurrence and during the continuance of a Related Event of Default, the
Indenture Trustee shall transfer all moneys standing in the Related Series
Accounts in accordance with the provisions of the Related Series Supplement. The
Indenture Trustee shall have sole access to such accounts and shall apply the
moneys therein for the benefit of the Related Specified Creditors as provided in
the Related Series Supplement. Notwithstanding the foregoing, all moneys
received on account of Related Purchased Interests which have been assigned to
or are due and payable to a Related Funding Provider pursuant to a Related
Funding Agreement, a Related Credit Provider pursuant to a Related Credit
Agreement or any Seller or Servicer under a Related Asset Purchase Agreement or
Servicing Agreement shall be remitted by the Trust or the Indenture Trustee to
the Related Funding Provider, Related Credit Provider, Seller or Servicer
entitled thereto.

Section 8.6       Trust Moneys.

     All moneys held by the Indenture Trustee pursuant to the provisions of this
Indenture and any Series Supplement shall, subject to any provision herein to
the contrary, be held by the Indenture Trustee as part of the Collateral as
security for the Related Specified Creditors as herein provided. Any moneys held
by the Indenture Trustee under the trusts of this Indenture shall be placed by
the Indenture Trustee in Eligible Investments. Upon receipt of (i) a Certificate
of the Trust stating that no Related Event of Default has occurred and is
continuing; and (ii) an Trust Order for payment to the Trust, the Indenture
Trustee shall pay or cause to be paid all interest earned on moneys so deposited
to the Trust.

Section 8.7       Unconditional Rights Of Debtholders To Receive Principal And
                  Interest

Notwithstanding any other provisions in this Indenture, the Holder of any Debt
Obligation shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, (less any taxes required to be
deducted pursuant to applicable laws) on such Debt Obligation on or after the
respective due dates thereof expressed in such Debt Obligation or in this
Indenture and the Related Series Supplement (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 8.8       Restoration Of Rights And Remedies

If the Indenture Trustee or any Debtholder has instituted any Proceeding to
enforce any right or remedy under this Indenture and any Related Series
Supplement and such Proceeding has been discontinued or abandoned for any reason
or has been determined adversely to the Indenture Trustee or to such Debtholder,
then and in every such case the Trust, the Indenture Trustee and the Debtholders
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 Debtholders shall continue as
though no such Proceeding had been instituted.

<PAGE>

                                     - 49 -

Section 8.9       Delay Or Omission Not A Waiver

No delay or omission of the Indenture Trustee or any Specified Creditor 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 or by law to the Indenture Trustee or to the Specified Creditors
may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the Specified Creditors, as the case may be.

Section 8.10      Control By Debtholders

Subject to Section 11.2(8), the Holders of not less than 66 2/3% of the
Outstanding Amount of the Debt Obligations of any Series 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 Debt Obligations of such
Series or exercising any trust or power conferred on the Indenture Trustee with
respect to the Related Collateral; provided, that:

     (a)  such direction shall not be in conflict with any rule of law or with
          this Indenture or the Related Series Supplement;

     (b)  subject to the express terms of Section 8.2, any direction to the
          Indenture Trustee to sell or liquidate the Related Collateral shall be
          by all the Debtholders of such Series;

     (c)  if the conditions set forth in Section 8.4 have been satisfied and the
          Indenture Trustee elects to retain the Related Collateral pursuant to
          such Section, then any direction to the Indenture Trustee by Holders
          of Debt Obligations representing less than 100% of the Outstanding
          Amount of such Debt Obligations to sell or liquidate the Related
          Collateral shall be of no force and effect; and

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

     provided, however, that, subject to Section 11.2, 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 Noteholder(s) not
     consenting to such action.

Section 8.11      Notice of Related Event of Default.

If a Default occurs and is continuing and is known to an Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall mail to each Debtholder
notice of the Default within 90 days after it occurs.

Section 8.12      Purchase by Specified Creditors.

     Any one or more of the Specified Creditors or any agent or representative
thereof may become purchasers at any sale of any Collateral whether made under
the power of sale herein contained or pursuant to judicial proceedings.

<PAGE>

                                     - 50 -

Section 8.13      Protection of Persons Dealing with Indenture Trustee.

     No Person dealing with the Indenture Trustee or its agents will be obliged
to inquire as to whether any of the security hereby constituted has become
enforceable, or whether the powers which the Indenture Trustee is purporting to
exercise have become exercisable, or whether any money remains due upon such
security hereby constituted or the Obligations, or as to the necessity or
expediency of the stipulations and conditions subject to which any sale is made,
or otherwise as to the propriety or regularity of any sale or of any other
dealing by the Indenture Trustee with any of the Collateral, or to see to the
application of any money paid to the Indenture Trustee; and in the absence of
fraud on the part of the Person, the dealing will be deemed, so far as regards
the safety and protection of the Person, to be within the powers hereby
conferred and to be valid and effectual accordingly.

Section 8.14      Remedies Cumulative.

     No right or remedy herein conferred upon or reserved to the Indenture
Trustee, or upon or to the Specified Creditors is intended to be exclusive of
any other right or remedy, and every right and remedy shall be cumulative and is
in addition to every other right and remedy given hereunder or now existing or
hereafter to exist by law, in equity or by statute.

Section 8.15      The Trust to Execute Confirmatory Deed.

     In case of any sale hereunder, whether by the Indenture Trustee or under
judicial proceedings, the Trust will execute and deliver to the purchaser on
demand any instrument reasonably necessary to confirm to the purchaser its title
to the property so sold, and in case of any such sale, the Indenture Trustee is
hereby irrevocably authorized to carry the sale into effect and to execute on
its behalf and in its name any such confirmatory instrument.

Section 8.16      Indenture Trustee Appointed Attorney.

     The Trust irrevocably constitutes and appoints the Indenture Trustee and
any officer or employee thereof, with full power of substitution, as its true
and lawful attorney with full power and authority in the name of the Trust or in
its own name, in its discretion, upon the occurrence and during the continuance
of any Related Event of Default, for the purpose of carrying out the terms of
this Indenture to take all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes hereof, and without limiting the generality of the foregoing, hereby
gives the Indenture Trustee the power and right on behalf of the Trust, without
notice to or assent by the Trust, to the extent permitted by applicable law, to
do the following:

     (a)  To ask for, demand, sue for, collect and receive all and any moneys
          due or becoming due with respect to the Related Collateral;

     (b)  To receive, take, endorse, assign and deliver any and all cheques,
          notes, drafts, acceptances, documents and other negotiable and
          non-negotiable instruments, documents and chattel paper taken or
          received by the Indenture Trustee in connection therewith and
          herewith; and

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                                     - 51 -

     (c)  To commence, file, prosecute, defend, settle, compromise or adjust any
          claim, suit, action or proceeding with respect to the Related
          Collateral.

The foregoing power of attorney shall be coupled with an interest and survive
any dissolution, liquidation or winding-up of the Trust.

Section 8.17      Disclaimer of Marshalling.

     In the event that the security hereby constituted shall become enforceable
and the Indenture Trustee shall have determined or become bound to enforce the
same, the Trust covenants not to invoke the doctrine of marshalling or any other
equitable principle for the purpose of requiring the Indenture Trustee to
realize or to have realized on any particular asset forming part of the
Collateral.

                                   ARTICLE 9
                               SUITS BY SPECIFIED
                         CREDITORS AND INDENTURE TRUSTEE

Section 9.1       Specified Creditors May Not Sue.

     Unless otherwise provided in the Series Supplement for any Series (but
subject to Section 14.3), no Specified Creditor of or with respect to such
Series will have any right to institute any Proceeding, judicial or otherwise,
with respect to this Indenture or any Series Supplement for payment of any part
of the Obligations, for the purpose of bringing Collateral to sale, for the
appointment of a receiver or trustee of any Collateral or for any other remedy
hereunder, unless:

     (a)  A Specified Creditor of such Series has previously given to the
          Indenture Trustee written notice of the happening of a continuing
          Related Event of Default for such Series;

     (b)  the Holders of not less than 66 2/3% of the Outstanding Amount of the
          Debt Obligations of such Series have made a 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;

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

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

     (e)  no direction inconsistent with such written request has been given to
          the Indenture Trustee during such 60-day period by the Holders of 66
          2/3% of the Outstanding Amount of the Debt Obligations of the affected
          Series;

     it being understood and intended that no one or more Holder(s) of
     Obligations shall have any right in any manner whatever by virtue of, or by
     availing of, any provision of this

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                                     - 52 -

     Indenture or any Series Supplement to affect, disturb or prejudice the
     rights of any other Holder(s) of Obligations or to obtain or to seek to
     obtain priority or preference over any other Holder(s) of Obligations or to
     enforce any right under this Indenture or any Series Supplement, except in
     the manner herein provided. In the event the Indenture Trustee shall
     receive conflicting or inconsistent requests and indemnity from two or more
     groups of Debtholders, each representing less than 66 2/3% of the
     Outstanding Amount of the Debt Obligations, the Indenture Trustee in its
     sole discretion may determine what action, if any, shall be taken,
     notwithstanding any other provisions of this Indenture.

Section 9.2       Indenture Trustee Not Required to Possess Notes.

     All rights of action under this Indenture may be enforced by the Indenture
Trustee without the possession of any of the Debt Obligations or the production
thereof at any trial or other proceedings relative thereto and any such
proceeding instituted by the Indenture Trustee may be brought in its own name as
trustee of an express trust. Any recovery of judgement shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee, its agents and Counsel, be for the benefit of
the Specified Creditors in respect of which such judgement has been recovered in
the manner herein provided.

Section 9.3       Indenture Trustee May Institute All Proceedings.

     The Indenture Trustee will have the power to institute and maintain any and
all suits and proceedings as it may consider necessary or expedient to enforce
the security hereby constituted or to prevent any impairment of such security by
any acts of the Trust or of others in contravention of this Indenture or the
Programme Agreements or in violation of law, or as the Indenture Trustee may be
advised by Counsel are necessary or expedient to preserve and to protect its
interest and the security and interests of the Specified Creditors in respect of
the Collateral or in respect of the income, earnings, rents, issues and profits
therefrom. Any suit or proceedings may be instituted by the Indenture Trustee
against others in the name of the Trust and the Indenture Trustee is hereby
irrevocably constituted and appointed the agent of the Trust for this purpose.

ARTICLE 10
                             MEETINGS OF NOTEHOLDERS

Section 10.1      Right to Convene Meetings.

     The Indenture Trustee may at any time and from time to time and will on
receipt of an Trust Order or a written request signed by the holders of not less
than a majority of the Outstanding Amount of the Debt Obligations then
outstanding to which such meeting relates and upon receiving sufficient funds
and on being indemnified to its reasonable satisfaction by the Trust or by the
Debtholders signing such order or request against the costs which may be
incurred in connection with the calling and holding of such meeting, convene a
meeting of the Debtholders. In the event of the Indenture Trustee failing within
30 days after receipt of any such order or request and such sufficient funds and
indemnity to give notice convening a meeting, the Trust or such Debtholders, as
the case may be, may convene such meeting.

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                                     - 53 -

Section 10.2      Notice of Meetings.

     At least 15 days notice of any meeting will be given to (i) the Noteholders
in the manner provided in Section 14.3; (ii) the other Related Specified
Creditors in the manner provided in Section 14.4; and (iii) the Related Rating
Agencies in the manner provided in Section 14.5, and a copy thereof will be sent
by post to the Indenture Trustee, unless the meeting has been called by it, and
to the Trust, unless the meeting has been called by it. Such notice will state
the time when and the place where the meeting is to be held, as determined by
the Indenture Trustee, and will state briefly the general nature of the business
to be transacted thereat. It will not be necessary for any such notice to set
out the terms of any resolution to be proposed or any of the provisions of this
Article 9. Such notice will also state that any Noteholder may be represented at
any meeting of Noteholders by a proxy duly appointed by instrument in writing in
accordance with the regulations made from time to time by the Indenture Trustee
pursuant to Section 10.9 and that the appointment of any proxy may be revoked at
any time before the commencement of the meeting to which the appointment
relates. The non-receipt of any such notice by a Noteholder shall not invalidate
any resolution passed at such meeting.

Section 10.3      Chairperson.

         Any individual, who need not be a Noteholder, nominated in writing by
the Indenture Trustee will be chairperson of the meeting and if no person is so
nominated, or if the individual so nominated is not present within 15 minutes of
the time fixed for the holding of the meeting, the Noteholders present in person
or by proxy will choose an individual present to be chairperson.

Section 10.4      Quorum.

         Subject to the provisions of Section 10.11, at any meeting of the
Noteholders a quorum will consist of Noteholders present in person or by proxy
and representing at least a majority of the Outstanding Amount of the Notes then
outstanding to which such meeting relates. If a quorum of the Noteholders is not
present within 30 minutes from the time fixed for holding any meeting, the
meeting, if summoned by the Noteholders or pursuant to a request of the
Noteholders, will be dissolved; but in any other case the meeting will be
adjourned for a period of not less than 10 days to a date determined by the
Indenture Trustee at the same time and place and no notice will be required to
be given in respect of such adjourned meeting. At the adjourned meeting the
Noteholders present in person or by proxy representing at least 25% of the
Outstanding Amount of the Notes then outstanding to which such meeting relates
will constitute a quorum and may transact the business for which the meeting was
originally convened.

Section 10.5      Power to Adjourn.

     The chairperson of any meeting at which a quorum of Noteholders is present
may, with the consent of the holders of a majority of the principal amount of
the Notes then outstanding represented thereat, adjourn any such meeting and no
notice of such adjournment need be given except such notice, if any, as the
meeting may prescribe.

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                                     - 54 -

Section 10.6      Show of Hands.

     Every question submitted to a meeting will be decided in the first place by
a majority of the votes given on a show of hands except that votes on
Extraordinary Resolutions will be given in the manner provided in Section 10.7.
At any such meeting, unless a poll is duly demanded as hereinafter provided, a
declaration by the chairperson that a resolution had been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority will be conclusive evidence of the fact.

Section 10.7      Poll.

     On every Extraordinary Resolution, and on any other question submitted to a
meeting when demanded by the chairperson or by one or more Noteholders or
proxies for Noteholders holding at least 5% of the Outstanding Amount of the
Notes then outstanding to which such meeting relates, a poll will be taken in
such manner and either at once or after an adjournment as the chairperson
directs. Questions other than Extraordinary Resolutions will, if a poll be
taken, be decided by the votes of the holders of a majority in principal amount
of the Notes then outstanding represented at the meeting and voting on the poll.

Section 10.8      Voting.

     To be entitled to vote at any meeting of Noteholders, a Person shall be (a)
a Holder of one or more Notes, or (b) a Person appointed as proxy by an
instrument in writing by the Holder of one or more such Notes. On a show of
hands, every Person who is present in person or entitled to vote, whether as a
Noteholder or a proxy for one or more Noteholders or both, will have one vote.
On a poll, each Noteholder present in person or represented by a proxy will be
entitled to one vote in respect of each $1,000 principal amount of, and in the
currency of, the Notes of which he is then the holder or which he represents by
proxy. A proxy need not be a Noteholder. In the case of joint registered holders
of a Note, any one of them present in person or by proxy at the meeting may vote
in the absence of the other or others but in case more than one of them be
present in person or by proxy, they will vote together in respect of the Notes
of which they are joint registered holders.

     Except as provided in Section 10.10, only the Persons entitled to vote at a
meeting of Noteholders and their legal advisors or counsel and any
representatives of the Indenture Trustee and its counsel shall be entitled to be
present at or speak at any meeting of Noteholders.

Section 10.9      Regulations.

     The Indenture Trustee may from time to time make reasonable regulations and
may make reasonable variations to the regulations as it thinks fit with respect
to:

     (a)  The voting by proxy by Noteholders and the form of instrument
          appointing proxies and the manner in which the same will be executed
          and with respect to the production of the authority of any Person
          signing on behalf of the giver of the proxy;

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                                     - 55 -

     (b)  The lodging of instruments appointing proxies at any place or places
          and in such custody as the Indenture Trustee directs and the time, if
          any, before the holding of the meeting or adjourned meeting by which
          the same must be deposited;

     (c)  The forwarding by the custodian thereof of particulars of instruments
          appointing proxies by letter, cable, telegraph, facsimile or
          electronic messaging system before the meeting to the Trust or to the
          Indenture Trustee or to the chairperson of the meeting; and

     (d)  The issue of voting certificates to holders of Book-Entry Notes which
          voting certificates shall entitle the holders named therein to be
          present and vote at any such meeting and at any adjournment thereof or
          to appoint a proxy or proxies to represent them and vote for them at
          any such meeting and at any adjournment thereof, in the same manner
          and with the same effect as though the holders so named in such voting
          certificates were the actual registered holders of Definitive Notes.

     Any regulations so made will be binding and effective and votes given in
     accordance therewith will be valid and will be counted. Instruments
     appointing proxies, the particulars of which are forwarded in accordance
     with the regulations, will confer the same right to vote as though the
     instruments themselves were produced at the meeting. Save as herein
     otherwise specified, the only Persons who will be recognized at any meeting
     of Noteholders as the holders of Notes or as entitled to vote or be present
     at the meeting in respect thereof will be Noteholders and holders of
     proxies of such Noteholders.

Section 10.10     Right to Attend; Notice

     Each of the Specified Creditors (other than Noteholders), the Trust, the
Indenture Trustee and the Related Rating Agency, by their respective employees,
officers and directors, and the legal advisors of such parties may attend any
meeting of any Noteholders, but will not as such have a vote. The Indenture
Trustee shall give the Sellers and Rating Agency notice of any Extraordinary
Resolution passed at a meeting of Noteholders.

Section 10.11     Powers Exercisable by Extraordinary Resolution.

(1)  Subject to Sections 10.11(2) and 10.12, the holders of Notes shall, by
     Extraordinary Resolution, have the power to:

     (a)  Subject to Sections 11.3(2) and (3) require the Indenture Trustee to
          exercise or refrain from exercising any of the powers conferred upon
          it by this Indenture with respect to all Series;

     (b)  Sanction the release of the Trust from its covenants and obligations
          hereunder;

     (c)  Remove the Indenture Trustee from office and appoint a new Indenture
          Trustee;

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                                     - 56 -

     (d)  Subject to the provisions of this Indenture, sanction any
          supplementation, amendment, modification, restatement or replacement
          of or waiver of or postponement of compliance with any provision of
          this Indenture (other than a Related Series Supplement) which shall be
          agreed to by the Trust and any modification, alteration, abrogation,
          compromise or arrangement of or in respect of the rights of the
          Noteholders against the Trust or against the Collateral under the
          provisions of this Indenture;

     (e)  Assent to any compromise or arrangement by the Trust with any
          creditor, creditors or class or classes of creditors or the Trust
          other than the Noteholders and the other Specified Creditors;

     (f)  Restrain any holder of any Note or any other Specified Creditor from
          taking or instituting any Proceeding hereunder or for the appointment
          of a receiver or trustee in bankruptcy or insolvency of all of the
          Collateral or the winding up of the Trust or for any other remedy
          hereunder and to direct such holder of any Note or other Obligation to
          waive any Related Event of Default on which any suit or proceeding is
          founded;

     (g)  Appoint a committee with power and authority (subject to such
          limitations, if any, as may be prescribed in the Extraordinary
          Resolution) to exercise, and to direct the Indenture Trustee to
          exercise, on behalf of all the Noteholders, such of the powers of all
          the Noteholders as are exercisable by Extraordinary Resolution or
          other resolution as shall be included in the Extraordinary Resolution
          appointing the committee. The Extraordinary Resolution making such
          appointment may provide for payment of the expenses and disbursements
          of and compensation to such committee. Such committee shall consist of
          such number of persons as shall be prescribed in the Extraordinary
          Resolution appointing it and the members need not be themselves
          Noteholders. Every such committee may elect its chairperson and may
          make regulations respecting its quorum, the calling of its meeting,
          the filling of vacancies occurring in its number and its procedures
          generally. Such regulations may provide that the committee may act at
          a meeting at which a quorum is present or may act by minutes signed by
          the number of members thereof necessary to constitute a quorum. All
          acts of any such committee within the authority delegated to it shall
          be binding upon all Noteholders. Neither the committee nor any member
          thereof shall be liable for any loss arising from or in connection
          with any action taken or omitted to be taken by them in good faith;
          and

     (h)  Take any other action authorized by this Indenture to be taken by
          Extraordinary Resolution of all the Noteholders.

(2)  Notwithstanding any other provision of this Indenture, (i) except as
     provided in the Related Series Supplement for any Series, no change
     whatsoever to (x) the payee of a Debt Obligation, the date of maturity of a
     Debt Obligation, the principal or face amount or currency of a Debt
     Obligation, the interest rate or discount rate, if any, applicable to a
     Debt Obligation, the place of payment of a Debt Obligation or the amount or
     timing of distributions or payments which are required to be made on a Debt
     Obligation; or (y) the percentage specified in the definition of
     "Extraordinary Resolution" in Section 10.13,

<PAGE>

                                     - 57 -

     may be made without the consent of the holders of each such Outstanding
     Debt Obligation; and (ii) no Extraordinary Resolution may be adopted (x) by
     the Noteholders generally or by the Noteholders of any one or more Series
     which would adversely or especially affect the Noteholders of any other
     Series without the consent of the Noteholders of such adversely or
     specially affected Series given in accordance with Section 10.12 and the
     Related Series Supplement for such adversely or specially affected Series
     or (y) which would be prejudicial to the rights or interests of any
     Specified Creditor other than a Debtholder without the express written
     consent of such Specified Creditor.

Section 10.12     Powers Exercisable by Extraordinary Resolution of Holders of
                  Series.

(1)  Subject to the terms of the Related Series Supplement for a Series, the
     holders of Notes of each Series shall, in addition to any powers herein
     given to holders of Notes generally and to the exclusion of the holders of
     the Notes of all other Series, have the power, exercisable from time to
     time by Extraordinary Resolution, to sanction and agree to any
     supplementation, amendment, modification, restatement or replacement of or
     waiver of or postponement of compliance with any of the provisions of the
     Notes of such Series, the Related Series Supplement or this Indenture
     affecting such Notes solely or otherwise in a manner or to an extent
     differing from that in or to which it affects the rights of the holders of
     Notes of any other Series, provided such supplementation, amendment,
     modification, restatement, replacement, waiver or postponement does not, in
     the opinion of the Indenture Trustee (as to which the opinion of the
     Indenture Trustee, relying on the advice of Counsel, in the absence of
     fraud or bad faith, shall be binding on all Noteholders and all other
     Persons for the purposes hereof), adversely affect any Notes of any other
     Series.

(2)  If any business to be transacted at a meeting of Noteholders, or any action
     to be taken or power to be exercised by instrument in writing under Section
     10.18 affects the rights of the holders of Notes of one or more Series in
     the manner described in Section 10.12(1), then:

     (a)  Reference to such fact, indicating each Series so affected, shall be
          made in the notice of such meeting and the meeting shall be and is
          herein called a "serial meeting"; and

     (b)  The holders of Notes of a Series so affected shall not be bound by an
          action taken or power exercised at a meeting of Noteholders generally,
          or at a serial meeting or by instrument in writing under Section 10.18
          unless, in addition to compliance with the other provisions of this
          Article 10, such action is taken or power exercised by resolution of
          the Noteholders of such Series as follows:

          (i)    At such serial meeting:

                 (A)  There is present a quorum consisting of two or more
                      persons holding either personally or as proxies not less
                      than 25% of the Outstanding Amount of the Notes of such
                      Series (subject to the provisions of this Article as to
                      adjourned meetings); and

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                                     - 58 -

                 (B)  The resolution is passed upon the affirmative vote of the
                      holders of not less than a majority of the votes, or, in
                      the case of an Extraordinary Resolution, upon a poll by
                      the affirmative vote of not less than 66 2/3% of the
                      votes, given upon such poll or resolution; or

          (ii)   By a written instrument signed in one or more counterparts by
                 the holders of not less than 66 2/3% of the Outstanding Amount
                 of the Notes of such Series.

(3)  If in the opinion of the Indenture Trustee, relying upon the advice of
     Counsel, any business to be transacted at any meeting, or any action to be
     taken or power to be exercised by instrument in writing under Section
     10.18, does not affect the rights of the holders of Notes of one or more
     Series, the provisions of this Article 10 shall apply as if the Notes of
     such Series were not outstanding and no notice of any such meeting need be
     given to the holders of Notes of such Series. For greater certainty but
     without limiting the generality of the foregoing;

     (a)  A proposal to modify or terminate any covenant or agreement which by
          its terms is effective only so long as Notes of a Series are
          outstanding shall be deemed not to adversely affect the rights of the
          holders of Notes of any other Series; and

     (b)  The holders of Notes of any Series not adversely affected by any
          proposal to be submitted to a serial meeting in accordance with
          Section 10.12(2) shall not have the right to attend at such serial
          meeting or to vote on or otherwise approve or reject such proposal.

Section 10.13     Meaning of "Extraordinary Resolution".

     "Extraordinary Resolution", wheresoever used herein, subject as hereinafter
in this Article 10 provided, means a resolution proposed to be passed as an
Extraordinary Resolution at a meeting of Noteholders duly convened for the
purpose and held in accordance with the provisions of this Article 10 at which
the holders of at least 25% of the Outstanding Amount of the applicable Notes
then outstanding to which such meeting relates are present in person or by proxy
and passed by the favourable votes of the holders of not less than 66 2/3% of
the Outstanding Amount of such Notes represented at the meeting and voted on a
poll upon such resolution. If, at any such meeting, the holders of 25% of the
Outstanding Amount of such Notes then outstanding to which such meeting relates
are not present in person or by proxy within 30 minutes after the time appointed
for the meeting, then the meeting, if convened by or on the requisition of
Noteholders, will be dissolved; but in any other case will stand adjourned to
such date, being not less than 15 nor more than 60 days later and to such place
and time as may be appointed by the chairperson. Not less than 10 days notice
will be given of the time and place of such adjourned meeting, in the manner
provided in Section 14.3. Such notice will state that at the adjourned meeting,
the Noteholders present in person or by proxy will constitute a quorum but it
will not be necessary to set forth the purposes for which the meeting was
originally called or any other particulars. At the adjourned meeting, the
Noteholders present in person or by proxy will constitute a quorum and may
transact the business for which the meeting was originally convened and a
resolution proposed at such adjourned meeting and passed by the requisite vote

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                                     - 59 -

as provided in this Section 10.13 will be an Extraordinary Resolution within the
meaning of this Indenture notwithstanding that the holders of 25% of the
Outstanding Amount of the Notes then outstanding to which such meeting relates
are not present in person or by proxy at such adjourned meeting. Votes on an
Extraordinary Resolution will always be given on a poll and no demand for a poll
on an Extraordinary Resolution will be necessary. The Trust shall give notice to
the Related Rating Agency, the Related Credit Providers, the Related Funding
Providers and the Related Sellers of any resolution passed as an Extraordinary
Resolution.

Section 10.14     Class Meetings

(1)  Subject to the Related Series Supplement for a Series, if any business to
     be transacted at a meeting or any action to be taken or power to be
     exercised by an instrument in writing under Section 10.18, specially
     affects the rights relating to a Class of Notes of a Series in a manner or
     to an extent substantially differing from the manner in or to the extent
     where it affects the rights relating to another Class of Notes of such
     Series (as to which the opinion of the Indenture Trustee relying on the
     advice of Counsel shall be binding on all Noteholders and all other Persons
     for all purposes hereof) then:

     (a)  reference to such fact, indicating the Class of Notes so specially
          affected, shall be made in the notice of such meeting and the meeting
          shall be and is hereby called a "Class Meeting"; and

     (b)  the holders of the Class of Notes so specially affected, shall not be
          bound by any action taken or power exercised at a meeting or by an
          instrument in writing under Section 10.18, unless in addition to
          compliance with the other provisions of this Article 10, such action
          is taken or power exercised by resolution of the holders of such Class
          of Notes as follows:

          (i)    at such Class meeting:

                 (A)  there is present a quorum consisting of two or more
                      persons holding either personally or as proxies not less
                      than twenty-five percent (25%) of the Outstanding Amount
                      of the Notes of such Class so specially affected (subject
                      to the provisions of this Article as to adjourn meetings);
                      and

                 (B)  the resolution is by Extraordinary Resolution; or

          (ii)   by a written instrument signed in one or more counterparts by
                 the holders of not less than 66-2/3% of the Outstanding Amount
                 then outstanding of the Notes of such Class.

Section 10.15     Limitation.

For greater certainty, any power, right or remedy expressly granted under this
Indenture or any Related Series Supplement to, or exercisable by, the Holders of
a Series of Debt Obligations as a whole shall be deemed not to specially affect
the rights relating to a Class of Debt Obligations of

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                                     - 60 -

such Series in a manner or to an extent substantially differing from the manner
in or to the extent where it affects the rights relating to another Class of
Notes of such Series.

Section 10.16     Powers Cumulative.

     It is hereby declared and agreed that any one or more of the powers or any
combination of the powers in this Indenture stated to be exercisable by the
Noteholders by Extraordinary Resolution or otherwise may be exercised from time
to time and the exercise of any one or more of such powers or any combination of
powers from time to time will not be deemed to exhaust the rights of the
Noteholders to exercise the same or any other power or combination of powers
thereafter from time to time.

Section 10.17     Minutes.

     Minutes of all resolutions and proceedings at every meeting as aforesaid
will be made and duly entered in books to be provided for that purpose by the
Indenture Trustee at the expense of the Trust and any such minutes as aforesaid,
if signed by the chairperson of the meeting at which such resolutions were
passed or proceedings taken, or by the chairperson of the next succeeding
meeting of Noteholders to which such meeting relates, will be prima facie
evidence of the matters therein stated and, until the contrary is proved, every
such meeting, with respect to the proceedings of which minutes have been made,
will be determined to have been duly held and convened, and all resolutions
passed thereat or proceedings taken thereat to have been duly passed and taken.

Section 10.18     Instruments in Writing.

     All actions which may be taken and all powers that may be exercised by the
Noteholders at a meeting held as hereinbefore in this Article 10 provided may
also be taken and exercised by the holders of not less than 50% or, in the case
of powers exercisable by Extraordinary Resolution, not less than 66 2/3% of the
principal amount of Notes or Series or Class of Notes, as the case may be, then
outstanding, by an instrument in writing signed in one or more counterparts and,
in the former case, the expression `resolution', and in the latter case, the
expression "Extraordinary Resolution", when used in this Indenture will include
an instrument so signed.

Section 10.19     Binding Effect of Resolutions.

     Subject to Sections 10.12 and 10.14, every resolution and every
Extraordinary Resolution passed in accordance with the provisions of this
Article 10 at a meeting of Debtholders will be binding upon all the Debtholders,
whether present at or absent from such meeting, and every instrument in writing
signed by Debtholders in accordance with Section 10.18 will be binding upon all
the Debtholders whether signatories thereto or not, and each and every
Debtholder and the Indenture Trustee (subject to the provisions for its
indemnity contained in Section 11.3(2)) will be bound to give effect accordingly
to every such resolution, Extraordinary Resolution and instrument in writing.

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                                     - 61 -

Section 10.20     Rights of Funding Providers.

     Where pursuant to a Liquidity Loan Agreement, any Funding Provider has an
outstanding Loan of any Series or Class, such Funding Provider shall be
considered a Noteholder for the purposes of Articles 7, 9 and 10 and for the
purposes of the definition of "Extraordinary Resolution" and shall be entitled
to notice of, to participate in and to vote at meetings of Noteholders as if
such Funding Provider were the holder of a Note of the same Series or Class, and
for all such purposes the amount owing to such Funding Provider under such Note
shall be deemed to be the Outstanding Amount of such Loan.

                                   ARTICLE 11
                              THE INDENTURE TRUSTEE

Section 11.1      Trust Indenture Legislation.

(1)  In this Article 11, the term "applicable legislation" means the provisions,
     if any, of the Trust and Loan Companies Act (Canada) and any other statute
     of Canada or a province thereof, and of regulations under any such statute,
     relating to trust indentures and to the rights, duties and obligations of
     trustees under trust indentures and of entities issuing debt obligations
     under trust indentures, to the extent that in the opinion of counsel to the
     Trust such provisions are at the time in force and applicable to this
     Indenture.

(2)  If and to the extent that any provision of this Indenture limits, qualifies
     or conflicts with a mandatory requirement of applicable legislation, such
     mandatory requirement shall prevail.

(3)  The Trust and the Indenture Trustee agree that each will at all times in
     relation to this Trust Indenture and any action to be taken hereunder,
     observe and comply with and be entitled to the benefits of applicable
     legislation.

Section 11.2      Rights and Duties of Indenture Trustee.

(1)  In the exercise of the rights and duties prescribed or conferred by the
     terms of this Indenture, the Indenture Trustee will act honestly and in
     good faith with a view to the best interests of the Specified Creditors as
     a whole and exercise that degree of care, diligence and skill that a
     reasonable prudent trustee would exercise in comparable circumstances.

(2)  If a Related Event of Default has occurred and is continuing, the Indenture
     Trustee shall exercise the rights and powers vested in it by this Indenture
     and the Related Series Supplement 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.

(3)  The Indenture Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture and the Related
     Series Supplement and no implied covenants or obligations shall be read
     into this Indenture or the Related Series Supplement against the Indenture
     Trustee; and in the absence of bad faith on its part, the Indenture Trustee
     may conclusively rely, as to the truth of the statements and the

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                                     - 62 -

     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Indenture Trustee and conforming to the
     requirements of this Indenture; PROVIDED, HOWEVER, in the case of any such
     certificates or opinions that by any provision hereof are specifically
     required to be furnished to the Indenture Trustee, the Indenture Trustee
     shall examine the certificates and opinions to determine whether or not
     they conform to the requirements of this Indenture.

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

     (a)  this Section (4) does not limit the effect of Section (3);

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

     (c)  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 the Indenture;

     (d)  the Indenture Trustee shall not be charged with knowledge of an Event
          of Default or Servicer Termination Event unless a Responsible Officer
          obtains actual knowledge of such event or the Indenture Trustee
          receives written notice of such event from the Seller, Servicer or
          Debtholders owning Debt Obligations aggregating not less than 10% of
          the Outstanding Amount of the Debt Obligations; and

     (e)  the Indenture Trustee shall have no duty to monitor the performance of
          the Trust, the Trustee, any Seller or any Servicer, nor shall it have
          any liability in connection with malfeasance or nonfeasance by the
          Trust, the Trustee, any Seller or any Servicer. The Indenture Trustee
          shall have no liability in connection with compliance of the Trust,
          the Trustee, any Seller or any Servicer with statutory or regulatory
          requirements related to the Purchased Interests. The Indenture Trustee
          shall not make or be deemed to have made any representations or
          warranties with respect to the Purchased Interests or the validity or
          sufficiency of any assignment of the Purchased Interests or the other
          Collateral to the Indenture Trustee.

(5)  Every provision of this Indenture or any Series Supplement that in any way
     relates to the Indenture Trustee is subject to Sections 11.2 (2), (3), (4)
     and (8).

(6)  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 Trust.

(7)  Money held in trust by the Indenture Trustee need not be segregated from
     other funds except to the extent required by law, this Indenture, any
     Series Supplement or any Related Asset Purchase Agreement.

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                                     - 63 -

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

(9)  Nothing contained herein shall be construed to relieve the Indenture
     Trustee from liability in respect of anything done, omitted to be done or
     permitted to be done by the Indenture Trustee arising from or in connection
     with the dishonesty, bad faith, wilful misconduct, gross negligence or
     reckless disregard of any duty or the failure to comply with the standard
     of care referred to in Section 11.2(1) by the Indenture Trustee, its
     officers, employees or agents.

(10) Every provision of this Indenture that by its terms relieves the Indenture
     Trustee of liability or entitles it to rely upon any evidence submitted to
     it, is subject to the provisions of applicable legislation and of Sections
     11.2, 11.3 and 11.4.

Section 11.3      Conditions Precedent to Indenture Trustee's Obligation to Act.

(1)  The Indenture Trustee shall not be bound to give any notice or do or take
     any act, action or proceeding pursuant hereto unless and until it shall
     have been required so to do under the terms hereof. The Indenture Trustee
     shall not be required to take notice of any Related Event of Default or
     Related Servicer Termination Event, other than in payment of any moneys
     required by any provision hereof to be paid to it, unless and until
     notified in writing of such Related Event of Default or Related Servicer
     Termination Event, which notice shall distinctly specify the Related Event
     of Default or Related Servicer Termination Event desired to be brought to
     the attention of the Indenture Trustee and, in the absence of any such
     notice, the Indenture Trustee may for all purposes of this Indenture
     conclusively assume that the Trust is not in default hereunder and that no
     Related Event of Default or Related Servicer Termination Event has
     occurred.

(2)  The Indenture Trustee will not be bound to do, observe or perform or see to
     the observance or performance by the Trust of any of the obligations herein
     imposed upon the Trust or of the covenants on the part of the Trust herein
     contained, nor to take any steps to enforce the security hereof, nor in any
     way to supervise or interfere with any of the activities of the Trust,
     unless and until the Related Obligations have become due and payable
     pursuant to Section 7.2 and then only after it has been indemnified and
     provided with sufficient funds, in each case, to its satisfaction against
     all actions, proceedings, claims and demands to which it may render itself
     liable and all costs, charges, damages and expenses which it may incur by
     so doing.

(3)  The Indenture Trustee may, before commencing or at any time during the
     continuance of any such act, action or proceeding, require the Noteholders
     at whose instance it is acting to deposit with the Indenture Trustee the
     Notes held by them, for which Notes the Indenture Trustee shall issue
     receipts.

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                                     - 64 -

Section 11.4      Experts, Advisors and Agents.

(1)  The Indenture Trustee may, in the exercise of all or any of the trusts,
     powers and discretions vested in it hereunder act by its officers,
     employees or agents. The Indenture Trustee may delegate to any Person the
     performance of any of the trusts and powers vested in it by this Indenture,
     and any delegation may be made upon terms and conditions and subject to
     regulations as the Indenture Trustee may think to be in the interest of the
     Specified Creditors as a whole.

(2)  The Indenture Trustee may rely and act upon any statement, report or
     opinion prepared by or any advice received from the Administrator or from
     the auditors, counsel or other professional advisors of the Indenture
     Trustee or the Administrator and shall not be responsible or liable for any
     loss or damage resulting from so relying or acting if the Indenture Trustee
     acted in good faith in relying upon the advice received. The Indenture
     Trustee is entitled to rely and act upon the genuineness and authenticity
     of any writing submitted to it by any Person, not only as to its due
     execution and validity and the effectiveness of its provisions but also as
     to the truth and acceptability of any information therein contained which
     it in good faith believes to be genuine.

(3)  The Indenture Trustee may, but is not required to, employ or consult any
     agents or other assistants (including, without limitation, counsel,
     accountants, appraisers, other experts, agencies and advisors) as it may
     reasonably require for the proper determination and discharge of its duties
     hereunder or any agreement entered into in connection herewith (including,
     without limitation, the Collateral sharing arrangements provided in Article
     3 of this Indenture), and will not be responsible for any negligence or
     misconduct on the part of any agents or other assistants or for any
     liability incurred by any Person as a result of not appointing such agents
     or other assistants, provided that it has acted in accordance with section
     11.2(1) and may pay reasonable remuneration for all services performed for
     it in the discharge of the trust hereof without taxation of costs or fees
     of any counsel, and the Indenture Trustee will be entitled to receive
     reasonable remuneration for all services performed by it in the discharge
     of the trust hereof and compensation for all disbursements, costs,
     liabilities and expenses made or incurred by it in the discharge of its
     duties hereunder and in the management of the trust hereof. All such
     remuneration, disbursements, costs, liabilities and expenses and all
     remuneration and expenses incidental to the preparation, execution and
     recording of this Indenture, any Related Series Supplement or any
     instrument ancillary or supplemental hereto or to the creation of the
     Notes, whether done by or owing to the Indenture Trustee or done or
     incurred at the request of the Indenture Trustee or the Trust, will bear
     interest at a commercially reasonable rate per annum equal to the then
     current rate of interest charged by the Indenture Trustee from time to time
     to its corporate customers, from the date of the same being incurred or
     expended or the date of invoice in the case of the Indenture Trustee's
     remuneration until the date of reimbursement and will (together with such
     interest) be paid by the Trust upon demand and will until paid form part of
     the Obligations entitled to the security hereby constituted and will be
     payable out of any funds coming into the possession of the Indenture
     Trustee.

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                                     - 65 -

(4)  Wherever by this Indenture, the Indenture Trustee is authorized to employ
     or consult counsel or to pay costs secured by the security constituted
     hereby, the costs need not be taxed until the Indenture Trustee deems it
     necessary to tax the same but may be agreed to by the Indenture Trustee and
     paid as a lump sum. No costs paid by the Indenture Trustee pursuant to this
     Section 11.4(4) in good faith will be disallowed in the taking of any
     accounts by reason only of the fact that the costs are greater than they
     might have been if taxed, or by reason of their not being taxed, but the
     costs so paid by the Indenture Trustee will, if not improperly incurred by
     it, be allowed and paid to the Indenture Trustee and will until paid form
     part of the Obligations entitled to the security hereby constituted and
     will be payable out of any funds coming into the possession of the
     Indenture Trustee. Any counsel employed or consulted by the Indenture
     Trustee may be, but need not be, counsel for the Trust.

Section 11.5      Certificates of the Trust and Trust Orders.

(1)  The Trust will furnish on a basis no more frequently than monthly but not
     less frequently than annually to the Indenture Trustee (i) evidence of
     compliance with respect to the satisfaction and discharge of this
     Indenture; and (ii) evidence as to the balance outstanding of the
     Obligations, including, without limitation, the particulars and amounts of
     any Debt Obligations outstanding from time to time. Such evidence will
     consist of:

     (a)  A Certificate of the Trust stating that the conditions of this
          Indenture with respect to the satisfaction and discharge of this
          Indenture have been complied with in accordance with the terms of this
          Indenture;

     (b)  In the case of a condition of compliance which is, by the terms of
          this Indenture, subject to review by counsel, an opinion of counsel
          that such condition has been complied with in accordance with the
          terms of this Indenture; and

     (c)  A Certificate of the Trust stating the balance outstanding of the
          Obligations, including, without limitation, the particulars and
          amounts of any Notes outstanding from time to time.

(2)  The Indenture Trustee will be furnished upon demand, on a basis no more
     frequently than monthly but not less frequently than annually, with
     evidence, in the form of a Certificate of the Trust, as to compliance with
     any provision of this Indenture relating to any action required or
     permitted to be taken by the Trust under, or any obligation imposed on the
     Trust by, this Indenture.

(3)  The evidence of compliance referred to in Sections 11.5(1) and (2) shall
     include a certificate by the individual in his stated capacity giving the
     evidence declaring that he or she has read and understands the conditions
     of the Indenture relating to the matter in question and declaring that he
     or she has made such examinations or investigations as he or she believes
     necessary to enable him or her to make the statements or give the opinions
     contained or expressed therein.

(4)  Except where some other mode of proof is required by this Indenture or any
     Series Supplement, the Indenture Trustee will be at liberty to accept a
     Certificate of the Trust (i)

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                                     - 66 -

     as to any statement of facts as conclusive evidence of the truth of the
     statement; (ii) as to any particular act or transaction or step or thing
     which, in the opinion of the individual or officer so certifying, is
     expedient, as sufficient evidence that the act, transaction, step or thing
     is expedient; and (iii) as to any expenditure made or indebtedness incurred
     by the Trust or any successor trustee of the Trust as sufficient evidence
     that the expenditure or indebtedness was made or incurred for the purpose
     set forth in the Certificate of the Trust, and, in each case, the Indenture
     Trustee will be in no way bound to call for further evidence or be
     responsible for any loss that may be occasioned by its failing to do so.
     However, the Indenture Trustee may cause to be made any independent
     investigations as it may reasonably require and the expense thereof
     (together with interest at a rate per annum equal to the rate designated by
     the Indenture Trustee as the then current rate charged by the Indenture
     Trustee to its corporate customers from the date of the Indenture Trustee's
     expenditure to the date of its reimbursement) will form part of the Series
     Expenses for the Series in respect of which such expenses were incurred,
     will be paid by the Trust upon demand from the Related Collateral and will,
     until paid by the Trust, form part of the Obligations entitled to the
     security hereby constituted. If, as a result of any independent
     investigation, the Indenture Trustee is not satisfied as to any matter or
     thing set forth in the Certificate of the Trust, the Indenture Trustee may
     refuse to act thereon.

(5)  Wherever applicable legislation requires that evidence be in the form of a
     statutory declaration, the Indenture Trustee may accept such statutory
     declaration in lieu of a Certificate of the Trust.

(6)  The Indenture Trustee will not be bound to act in accordance with any
     order, direction or request of the Trust or the Administrator until an
     Trust Order has been delivered to the Indenture Trustee, and the Indenture
     Trustee will be fully empowered to act and will be fully protected from all
     liability in acting upon any instruments purporting to be Trust Orders and
     believed by the Indenture Trustee to be genuine.

(7)  The regularity and validity of all acts, consents, requests and directions
     of the Trust will, for the protection of the Indenture Trustee, be deemed
     conclusively proved by a Certificate of the Trust or an Trust Order, as the
     case may be.

Section 11.6      Instruments Held By Indenture Trustee.

     The Indenture Trustee will be at liberty to place all instruments or other
securities or deeds or other documents of title comprising part of the
Collateral in safekeeping with any Eligible Institution and the Indenture
Trustee will not be responsible for any loss incurred in connection with any
such placement. The Indenture Trustee may pay out of any funds in the possession
of the Indenture Trustee all sums required to be paid on account of or in
respect of any such placing.

Section 11.7      Protection of Indenture Trustee.

     By way of supplement to the provisions of any law for the time being
relating to trustees, it is expressly declared and agreed as follows:

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                                     - 67 -

     (a)  The Indenture Trustee will not be bound to give notice to any Person
          of the execution hereof or of the charge of this Indenture unless and
          until any of the security hereby constituted has become enforceable
          and the Indenture Trustee has determined or become obliged to enforce
          the same;

     (b)  The Indenture Trustee will not be liable for or by reason of any
          failure or defect of title to or any lien, charge or encumbrance upon
          any of the Collateral or for or by reason of the statements or
          implications of fact or law contained in or arising out of anything
          contained in this Indenture or in the Notes or be required to verify
          the same, but all statements or implications will be deemed to have
          been made by the Trust only, and it will not be the duty of the
          Indenture Trustee, except as herein otherwise specifically provided,
          to see to the registration or filing or renewal of this Indenture, or
          any other indenture or writing by way of mortgage, pledge, charge,
          transfer or assignment of or upon any of the Collateral or any part
          thereof or upon any other property of the Trust or to procure any
          mortgage, pledge or charge or other additional instrument of further
          assurance or to do any other act for the continuance of the security
          constituted hereby or for giving notice of the existence of any of the
          security constituted hereby or for extending or supplementing the
          same, or to insure or keep insured against loss or damage by fire or
          otherwise any of the Collateral or any part thereof, or to keep itself
          informed or advised as to the payment by the Trust of any taxes or
          assessments or premiums of insurance or other payments which the Trust
          should make or to require payments to be made;

     (c)  The Indenture Trustee will not be responsible for any error made or
          act done by it resulting from reliance upon the signature of any
          Person on behalf of the Trust or of any Person on whose signature the
          Indenture Trustee may be called upon to act or refrain from acting
          under this Indenture;

     (d)  The Indenture Trustee will not incur any liability or responsibility
          whatsoever in consequence of permitting or suffering the Trust to
          retain or to be in possession of any part of any of the Collateral and
          to use and enjoy the same unless herein expressly otherwise provided;
          nor will the Indenture Trustee be or become responsible or liable for
          any destruction, deterioration, loss, injury or damage which may occur
          or be done by the Trust or by any other Person to any of the
          Collateral, or be in any way responsible for the consequence of any
          breach on the part of the Trust of any of the covenants herein
          contained or of any acts of agents of the Trust;

     (e)  The Indenture Trustee may buy, sell, lend upon and deal in the Notes
          and generally contract and enter into financial transactions with the
          Administrator or the Trust or any Seller or Servicer without being
          liable to account for any profits made thereby;

     (f)  The Indenture Trustee shall not be liable for or by reason of any
          statements of fact or recital in this Indenture or in the Notes or
          required to verify the same, but all said statements or recitals are
          and shall be deemed to be made by the Trust;

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                                     - 68 -

     (g)  Subject to Section 11.2(9), no property or assets of the Indenture
          Trustee owned in its personal capacity will be subject to levy,
          execution or other enforcement procedure arising under this Indenture;

     (h)  The Indenture Trustee shall not be responsible or liable in any manner
          whatsoever for the sufficiency, correctness, genuineness or validity
          of any security deposited with it;

     (i)  The Indenture Trustee shall not incur any liability or responsibility
          whatsoever or be in any way responsible for the consequences of any
          breach on the part of the Trust of any of the covenants,
          representations or warranties herein contained or of any acts of the
          agents or servants of the Trust; and

     (j)  The Trust hereby indemnifies and saves harmless the Indenture Trustee,
          its officers, employees and agents from and against any and all
          claims, demands, losses, actions, causes of action, costs, charges,
          expenses, damages, liabilities and obligations whatsoever, including
          without limitation, legal fees and disbursements on a solicitor and
          his own client basis and costs and expenses incurred in connection
          with enforcement of this indemnity or in connection with the matter in
          respect of which the Indenture Trustee is being indemnified, which the
          Indenture Trustee, its incorporator, Affiliates, shareholders,
          directors, officers, employees and agents may suffer or incur, whether
          at law or in equity, in any way caused by or arising, directly or
          indirectly, in respect of anything done, omitted to be done or
          permitted to be done by it in or about or in relation to the execution
          of its duties as Indenture Trustee; provided that the foregoing
          indemnification shall not apply in respect of any claim, demand, loss,
          action, cause of action, cost, charge, expense, damages, liability or
          obligation whatsoever arising from or in connection with the
          dishonesty, bad faith, wilful misconduct, negligence or reckless
          disregard of any duty or the failure to comply with the standard of
          care referred to in Sections 11.2(1) by the Indenture Trustee, its
          officers, employees or agents. The Trust hereby agrees that this
          indemnification shall survive the termination or discharge of this
          Indenture and the resignation or replacement of the Indenture Trustee.

Section 11.8      Resignation or Removal of Indenture Trustee; Conflict of
                  Interest

(1)  The Indenture Trustee may resign its trust after giving 90 days' notice in
     writing to the Trust, the Administrator and the Rating Agency or such
     shorter notice as the Trust, the Administrator and the Rating Agency may
     accept as sufficient. The Indenture Trustee shall resign if a material
     conflict of interest arises in its role as a trustee under this Indenture
     that is not eliminated within 90 days after the Indenture Trustee becomes
     aware that it has such a material conflict of interest. Forthwith after the
     Indenture Trustee becomes aware that it has a material conflict of interest
     it shall provide the Trust with written notice of the nature of that
     conflict. Upon such resignation, the Indenture Trustee shall be discharged
     from all further duties and liabilities under this Indenture. No
     resignation by or removal of the Indenture Trustee shall be effective until
     a replacement Indenture Trustee acceptable to the Trust and the Rating
     Agency, acting reasonably, has been appointed and has executed a written
     agreement whereby such replacement Indenture Trustee agrees to assume the
     obligations of the Indenture Trustee hereunder. If,

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                                     - 69 -

     notwithstanding the foregoing provisions of this Section 11.8(1), the
     Indenture Trustee has such a material conflict of interest, the validity
     and enforceability of this Indenture, any Series Supplement and of the
     Notes issued hereunder shall not be affected in any manner whatsoever by
     reason only of the existence of such material conflict of interest. If the
     Indenture Trustee contravenes the foregoing provisions of this Section
     11.8(1), any interested party may apply to a Judge of the Ontario Superior
     Court of Justice, on such notice as such Judge may direct, for an order
     that the Indenture Trustee be replaced as trustee hereunder. The Indenture
     Trustee represents to the Trust that at the time of the execution and
     delivery hereof no material conflict of interest exists in the Indenture
     Trustee's role as a fiduciary hereunder.

(2)  The Debtholders of all outstanding Series and Classes may at any time, by
     Extraordinary Resolution, remove the Indenture Trustee and appoint a
     replacement Indenture Trustee, provided that no such removal shall be
     effective until a replacement Indenture Trustee has accepted appointment as
     a replacement Indenture Trustee.

(3)  In the event of the Indenture Trustee resigning or being removed or being
     dissolved, becoming bankrupt or insolvent, going into liquidation or
     otherwise becoming incapable of acting hereunder or if the Indenture
     Trustee shall cease to be an Eligible Institution, the Trust shall
     forthwith appoint a replacement Indenture Trustee which is an Eligible
     Institution unless such a replacement Indenture Trustee has already been
     appointed by the Debtholders; failing which the retiring Indenture Trustee,
     at the expense of the Trust, or any Specified Creditor may apply to a judge
     of the Ontario Superior Court of Justice, on such notice as such judge may
     direct, for the appointment of a replacement Indenture Trustee which is an
     Eligible Institution. Any replacement Indenture Trustee so appointed by the
     Trust or by the Court shall be subject to removal by the Debtholders. Any
     replacement Indenture Trustee appointed under any provision of this Section
     11.8 shall be a corporation authorized to carry on a trust business as
     contemplated hereby in each of the provinces of Canada.

(4)  The expense of any act, document or other instrument or thing required
     under this Section 11.8 will be satisfied from the assets of the Trust.

(5)  Subject to Section 11.8(1), any replacement Indenture Trustee shall,
     forthwith upon appointment, become vested with all the estates, properties,
     rights, powers and trusts of its predecessor in the trusts hereunder, with
     like effect as if originally named as Indenture Trustee herein.
     Nevertheless, upon the written request of the successor Indenture Trustee
     or of the Trust, the Indenture Trustee ceasing to act shall, upon payment
     of its outstanding remuneration and expenses, execute and deliver an
     instrument assigning and transferring to such successor Indenture Trustee,
     upon the trusts herein expressed, all the rights, powers and trusts of the
     Indenture Trustee so ceasing to act, and shall duly assign, transfer and
     deliver all property and money held by such Indenture Trustee to the
     successor Indenture Trustee so appointed in its place. Should any deed,
     conveyance or instrument in writing from the Trust be required by any new
     Indenture Trustee for more fully and certainly vesting in and confirming to
     it such estates, properties, rights, powers and trusts, then any and all
     such deeds, conveyances and instruments in writing shall, on the request

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                                     - 70 -

     of the new or successor Indenture Trustee, be made, executed, acknowledged
     and delivered by the Trust.

Section 11.9      Authority to Carry on Business.

     The Indenture Trustee represents to the Trust that at the date of execution
and delivery by it of this Indenture it is authorized to carry on the business
of a trust company in each of the provinces of Canada. If, notwithstanding the
provisions of this Section 11.9, the Indenture Trustee ceases to be so
authorized to carry on business, the validity and enforceability of this
Indenture and the Notes issued hereunder shall not be affected in any manner
whatsoever by reason only of such event but the Indenture Trustee shall, within
90 days after ceasing to be authorized to carry on a trust business as
contemplated hereby in each of the provinces of Canada, either become so
authorized or resign in the manner and with the effect specified in Section
11.8.

Section 11.10     Authorization for Quebec Security.

     For greater certainty and without limiting the powers of the Indenture
Trustee herein and for purposes of constituting security on any of the Trust's
property in the Province of Quebec as security for the due payment of all
Obligations and the performance by the Trust of all of the obligations of the
Trust contained herein, the Trust and the Indenture Trustee hereby acknowledge
that the Indenture Trustee shall, for purposes of holding any security granted
by the Trust on any of the Trust's property pursuant to the laws of the Province
of Quebec, be the holder of an irrevocable power of attorney for all present and
future Specified Creditors. The Indenture Trustee hereby agrees to act in such
capacity for the benefit of all present and future Specified Creditors for
purposes of holding any security on any of the Trust's property. The purchase of
any Note by any Noteholder shall constitute ratification by such Noteholder of
the power of attorney of the Indenture Trustee constituted hereunder and the
incurrence of any debt by the Trust with the other Specified Creditors pursuant
to the applicable Programme Agreement shall constitute such ratification by such
Specified Creditor of such power of attorney constituted hereunder.

Section 11.11     Successor Indenture Trustee By Merger

If the Indenture Trustee consolidates with, amalgamates, merges or converts
into, or transfers all or substantially all its corporate trust business or
assets to, another corporation, the resulting successor or transferee
corporation without any further act, formality or instrument shall be the
successor Indenture Trustee under this Indenture and each other Programme
Agreement to which the Indenture Trustee is a party; provided, that such
corporation shall be otherwise qualified and eligible under Section 11.12. The
Indenture Trustee shall provide the Related Rating Agencies and the Trust prior
written notice of any such transaction.

In case at the time such successor(s) by amalgamation, merger, conversion,
consolidation or transfer to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been certified 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
certified; and in case at that time any of the Notes shall not have been
certified, any successor to the Indenture Trustee may certify such Notes either
in the name of any predecessor trustee

<PAGE>

                                     - 71 -

hereunder or in the name of the successor to the Indenture Trustee; and in all
such cases such certificates of authentication shall have the full force and
effect to the same extent given to the certificate of authentication of the
Indenture Trustee anywhere in the Notes or in this Indenture.

Section 11.12     Eligibility; Disqualification

An Indenture Trustee must at all times (a) be a corporation organized under the
laws of Canada or any province thereof, (b) be licensed, qualified or authorized
to carry on business in all provinces of Canada, (c) be authorized under such
laws to exercise corporate trust powers, (d) be subject to supervision or
examination by federal or provincial authority, (e) either (i) have a combined
capital and surplus set forth in its most recent financial statements of at
least $50,000,000, (ii) be a wholly-owned direct or indirect subsidiary of a
Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or a U.S.
banking or trust institution, (iii) have long-term unsecured debt obligations
that are rated by each of the Rating Agencies in a generic rating category which
denotes investment grade, or (iv) have its obligations hereunder guaranteed by a
Canadian or United States entity which has long-term unsecured debt obligations
that are rated by each of the Rating Agencies in a generic rating category which
denotes investment grade, and (f) be a resident of Canada for purposes of the
Income Tax Act (Canada).

Section 11.13     Acceptance of Trusts by Indenture Trustee.

     The Indenture Trustee hereby accepts the trusts in this Indenture declared
and provided and agrees to perform the same upon the terms and conditions herein
set forth.

                                   ARTICLE 12
                                  PAYING AGENTS

Section 12.1      Appointment of Paying Agents.

(1)  Any Paying Agent shall be appointed by Trust Order with written notice
     thereof to the Indenture Trustee. Any Paying Agent appointed by the Trust
     shall be a Person who would be eligible to be Indenture Trustee hereunder.
     The Trust shall not appoint any Related Paying Agent (other than the
     Indenture Trustee) which is not, at the time of such appointment, a bank or
     trust company that (a) is incorporated under the laws of Canada or any
     province thereof, (b) is subject to supervision and examination by federal
     banking authorities and (c) has outstanding unsecured commercial paper or
     other short- term unsecured debt obligations that are rated by each
     applicable Related Rating Agency as follows: "A-1" or higher, in the case
     of Standard & Poor's Rating Group, "Prime-1", in the case of Moody's
     Investor Services Inc., and "R-1(mid)" or higher, in the case of Dominion
     Bond Rating Service Limited (or, in each case, its equivalent).

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

     (a)  hold all sums held by it for the payment of amounts due with respect
          to the Notes for which it is a Paying Agent in trust for the benefit
          of the Persons entitled

<PAGE>

                                     - 72 -

          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;

     (b)  give the Indenture Trustee notice of any default by the Trust (or any
          other obligor upon the Notes) of which it has actual knowledge in the
          making of any payment required to be made with respect to the Notes
          for which it is a Paying Agent;

     (c)  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;

     (d)  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 for which it is a Paying Agent if at any time it ceases to meet
          the standards required to be met by a Paying Agent; and

     (e)  comply with all requirements of any applicable law with respect to the
          withholding from any payments made by it on any Notes for which it is
          a Paying Agent of any applicable withholding taxes imposed thereon and
          with respect to any applicable reporting requirements in connection
          therewith.

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

(4)  Subject to applicable laws with respect to escheat of funds, any money held
     by the Indenture Trustee or any Paying Agent in trust for the payment of
     any amount due with respect to any Debt Obligation and remaining unclaimed
     for two years after such amount has become due and payable shall be
     discharged from such trust and be paid to the Trust on an Trust Order; and
     the Holder of such Debt Obligation shall thereafter, as an unsecured
     general creditor, look only to the Trust for payment thereof (but only to
     the extent of the amounts so paid to the Trust), and all liability of the
     Indenture Trustee or such Paying Agent with respect to such trust money
     shall thereupon cease; PROVIDED, HOWEVER, that the Indenture Trustee or
     such Paying Agent, before being required to make any such repayment to the
     Trust, shall at the expense and direction of the Trust 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 Toronto, 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 Trust. The Indenture Trustee shall also
     adopt and employ, at the expense of the Trust, any other reasonable means
     of notification of such repayment (including mailing notice of such
     repayment to Holders whose Debt Obligations have been called but have not
     been surrendered for redemption or whose right to or interest in moneys due
     and payable but

<PAGE>

                                     - 73 -

     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).

(5)  Each Paying Agent for a Series of Short Term Notes will exercise its powers
     and carry out its obligations under any applicable Paying Agency Agreement
     in accordance with the terms hereof and thereof, as applicable.

Section 12.2      Protection of Paying Agents.

(1)  Each Paying Agent shall have all of the protections and indemnities
     afforded to the Indenture Trustee pursuant to Article 11 as if such Paying
     Agent were the Indenture Trustee.

(2)  Each Paying Agent may rely upon any Trust Orders received by it from time
     to time.

(3)  Each Paying Agent is hereby authorized and instructed to deal with the
     Administrator acting as agent for and in the name of the Trust on all
     matters relating to the Notes for which it is a Paying Agent. Such Paying
     Agents shall not be bound to enquire as to the authority of the
     Administrator in respect thereof. The Trust shall instruct the
     Administrator to comply with the provisions of this Indenture dealing with
     any action to be taken by the Administrator.

Section 12.3      Compensation of Paying Agents.

(1)  In consideration of and as compensation for all services rendered by the
     Paying Agents pursuant to this Indenture, the Trust will pay to the Paying
     Agents from the assets of the Trust regular and periodic fees, the amounts
     of which shall be agreed upon by the Trust and the Paying Agents from time
     to time and in any event, not less frequently than on each anniversary date
     of this Agreement. All such fees shall form part of the Series Expenses for
     the Series in respect of which such fees are incurred.

                                   ARTICLE 13
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

Section 13.1      Supplemental Indentures.

     From time to time, the Indenture Trustee and the Trust may, in addition to
any Related Series Supplements, without the consent of the Specified Creditors,
make, execute, acknowledge and deliver deeds or indentures supplemental hereto
or to any Related Series Supplement which thereafter will form part hereof or
thereof, as applicable, for any one or more of the following purposes:

     (a)  Mortgaging, pledging, assuring, confirming or transferring to, or
          vesting in, the Indenture Trustee, or charging in favour of the
          Indenture Trustee, any property, real or personal, immovable or
          moveable, now owned or hereafter acquired by the Trust, and providing
          that the same will become and be part of any Related Collateral;

<PAGE>

                                     - 74 -

     (b)  Correcting or amplifying the description of any property in which
          security is hereby specifically granted or intended so to be;

     (c)  Adding to the limitations or restrictions herein specified further
          limitations or restrictions thereafter to be observed upon the amount
          of the issue of Notes hereunder or upon the dealing with the property
          of the Trust, or upon the release of property forming part of the
          Collateral; provided that the Indenture Trustee, relying on the advice
          of Counsel, is of the opinion that the further limitations or
          restrictions will not be prejudicial to the interests of the Specified
          Creditors and the prior written consent of the Related Rating Agency
          has been obtained;

     (d)  Adding to the covenants of the Trust herein contained for the
          protection of the Specified Creditors or providing for Related Events
          of Default in addition to those herein specified and the prior written
          consent of the Related Rating Agency has been obtained;

     (e)  Making such provisions not inconsistent with this Indenture as may be
          necessary or desirable with respect to matters or questions arising
          hereunder, including the making of any modifications in the form of
          the Notes which do not affect the substance thereof and which, in the
          opinion of the Indenture Trustee, are expedient to make, if the
          Indenture Trustee, relying on the advice of Counsel, is of the opinion
          that the provisions and modifications will not be prejudicial to the
          interests of the Specified Creditors and the prior written consent of
          the Related Rating Agency has been obtained;

     (f)  Evidencing the succession, or successive successions, of any other
          Person to the Trust and the covenants of and obligations assumed by
          any such successor in accordance with the provisions of this
          Indenture;

     (g)  Providing for altering the provisions of this Indenture in respect of
          the exchange or transfer of Notes; and

     (h)  Any other purposes considered appropriate by the Indenture Trustee,
          relying on the advice of Counsel and with the prior written consent of
          the Related Rating Agency, which are not prejudicial to the rights and
          interests of the Specified Creditors;

provided that the Indenture Trustee may, in its sole discretion, decline to
enter into any such supplemental indentures which may not afford adequate
protection to it at such time when it becomes operative.

Section 13.2      Automatic Amendment.

     Upon the Trust ceasing to be the trustee of the Trust, this Indenture will
be automatically amended to delete any reference to the name of the trustee so
ceasing to be the trustee of the Trust and to substitute therefor the name or
names of the successor trustee or trustees as the continuing trustee or trustees
of the Trust, as the case may be.

<PAGE>

                                     - 75 -

Section 13.3      Amendments to Agreements.

     The Indenture Trustee will from time to time, upon receipt of an Trust
Order, consent to any proposed amendment or waiver of any provision of any one
or more of the Programme Agreements to which it is a party or with respect to
which the Trust is required to obtain the prior consent of the Indenture Trustee
in accordance with the terms hereof, which consent is to be given without the
necessity of obtaining the consent of the Specified Creditors, upon the
determination by the Indenture Trustee, relying on the advice of Counsel, that
such amendment or waiver or such other action is necessary or advisable in order
to incorporate, reflect or comply with any legislation applicable to the parties
to the Programme Agreements or that such amendment or waiver will not be
prejudicial to the rights or interests of any Specified Creditor and provided
that, in the event that any such amendment or waiver affects the amount or
timeliness of payment to any Specified Creditor or otherwise is prejudicial to
the rights and interests of any Specified Creditor, such amendment or waiver
shall not be made without the consent of applicable affected Specified Creditors
and the Related Rating Agency except to the extent required to incorporate,
reflect or comply with any applicable legislation as referred to above.
Notwithstanding the foregoing, the Indenture Trustee may decline to consent to a
proposed waiver or amendment that materially adversely affects its own rights,
duties or immunities under this Indenture or otherwise.

                                   ARTICLE 14
                                     NOTICES

Section 14.1      Notice to Trust.

     Any notice, document or other communication required or permitted to be
given or delivered to the Trust hereunder will be in writing and will be given
by delivery to the addresses indicated below or by facsimile transmission at
such addresses and such notice shall, if given on a day other than a Business
Day or after the normal business hours of the recipient on a Business Day, be
deemed to have been given on the next Business Day:

     To   the Trust:

          CIBC Mellon Trust Company,
          as trustee of AmeriCredit Canada Automobile Receivables Funding Trust,
          320 Bay Street
          P.O. Box 1 Toronto, ON M5H 4A6

          Attention: Director, Corporate Trust
          Facsimile No.: (416) 643-5570

          with a copy to the Administrator

          AmeriCredit Financial Services of Canada Inc.
          1 Robert Speck Parkway
          Suite 1420

<PAGE>

                                     - 76 -

          Mississauga, Ontario
          L4Z 3M3

          Attention:   Treasurer
          Telephone No.: (905) 804-8258
          Fascimile No:       (905) 804-8095

Section 14.2      Notice to Indenture Trustee.

     Any notice, document or other communication required or permitted to be
given or delivered to the Indenture Trustee hereunder will be in writing and
will be given by delivery or facsimile transmission addressed to the Indenture
Trustee at: Suite 1101, 4 King Street West, Toronto, Ontario, M5H 1B6,
Attention: Senior Trust Officer, Facsimile No.: (416) 360-1711/1722. Any such
notice shall, if given on any day other than a Business Day or after the normal
business hours of the Indenture Trustee on a Business Day, be deemed to have
been given on the next Business Day.

Section 14.3      Notice to Noteholders.

     Any notice, document or other communication required or permitted to be
given or delivered hereunder to the holders of Notes in registered form will be
deemed to be validly given if sent to a destination within Canada by first class
mail and if sent to a destination outside of Canada by airmail, postage prepaid,
in each case, addressed to the Noteholder at its post office address appearing
in the Note Register. Any such notice, document or other communication required
or permitted to be given hereunder to the holder of Notes in bearer form, or to
all Noteholders during any postal service disruption, shall be deemed to be
validly given if advertised in at least two daily newspapers of general
circulation in Toronto, Ontario, one of which shall be distributed on a national
basis in Canada at least once in each of two successive weeks. Every notice sent
by mail will be deemed to have been given on the fifth Business Day following
the mailing of the same, unless at the time or within five Business Days
following the mailing of the same, postal service is disrupted in which case
notice shall be effectively given only when received or in the case of
advertisement, on the day following the day on which it is first advertised.

Section 14.4      Notice to Other Specified Creditors.

     Any notice, document or other communication required or permitted to be
given or delivered to (i) a Funding Provider will be given in accordance with
the relevant Funding Agreement; (ii) a Credit Provider will be given in
accordance with the relevant Credit Agreement; (iii) the Administrator will be
given in accordance with the Administration Agreement; (iv) a counterparty to an
Underwriting Agreement will be given in accordance with the applicable
Underwriting Agreement; (v) any Agent will be given in accordance with the
relevant Agency Agreement; (vi) a Servicer will be given in accordance with the
applicable Asset Purchase Agreement or Servicing Agreement; (vii) a Seller will
be given in accordance with the applicable Asset Purchase Agreement; and (viii)
a Swap Counterparty will be given in accordance with the applicable Hedging
Contract.

<PAGE>

                                     - 77 -

Section 14.5      Notice to Rating Agency.

     Any notice, document or other communication required or permitted to be
given or delivered to the Rating Agency hereunder will be in writing and will be
given by delivery to the applicable addresses provided to the Trust by the
Rating Agency or by facsimile transmission. Any such notice delivered on a day
other than a Business Day or after normal business hours on a Business Day shall
be deemed to have been given on the next Business Day.

Section 14.6      Change of Address.

     Any Person referenced above may from time to time notify any other
interested Person, in accordance with the provisions hereof, of any change of
address which thereafter, until changed by like notice, shall be the address of
such Person for all purposes of this Indenture.

                                   ARTICLE 15
                                     GENERAL

Section 15.1      Evidence of Rights of Specified Creditors.

     Any request, direction, notice, consent or other instrument which this
Indenture may require or permit to be executed by the Specified Creditors may be
in any number of concurrent instruments of similar tenor and may be signed or
executed by the Specified Creditors in person or by attorney duly appointed in
writing. The Indenture Trustee may act and rely upon either of the following as
proof of the execution of any instrument or of a writing appointing an attorney:

     (a)  The certificate of a notary public or other officer, authorized to
          take acknowledgements of deeds to be recorded at the place where the
          certificate was made, to the effect that the Person signing the
          instrument or writing acknowledged to him the execution thereof; or

     (b)  An affidavit of a witness of the execution.

Section 15.2      Trust Obligation.

No recourse may be taken, directly or indirectly, with respect to the
obligations of the Trust, the Trustee or the Indenture Trustee on the Debt
Obligations or the other debts, liabilities or obligations of the Trust to the
other Specified Creditors under this Indenture, any Series Supplement, any
Related Programme Agreement or any certificate or other writing delivered in
connection herewith or therewith, against: (i) the Indenture Trustee or the
Trustee in their individual capacities, (ii) any owner of a beneficial interest
in the Trust or (iii) any partner, owner, beneficiary, officer, director,
employee or agent of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any owner of a beneficial interest in the Trustee or
the Indenture Trustee or (c) of any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed (it being understood that the Indenture Trustee and the
Trustee have no such obligations in their individual capacities).

<PAGE>

                                     - 78 -

Section 15.3      No Petition

The Indenture Trustee, by entering into this Indenture, and each Debtholder and
other Specified Creditor, by accepting or making a Debt Obligation or becoming a
Specified Creditor, hereby covenants and agrees that they will not at any time
institute or encourage against the Trust, or join or acquiesce in any
institution against the Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or
provincial bankruptcy, insolvency or similar law in connection with any
obligations relating to the Obligations, this Indenture or any of the other
Programme Agreements. The foregoing shall not limit the rights of the Indenture
Trustee to file any claim in or otherwise take any action with respect to any
insolvency proceeding that was instituted against the Trust by any Person other
than the Indenture Trustee. Notwithstanding anything to the contrary contained
in this Indenture, no Series Supplement or other supplemental indenture hereto
may modify or amend this Section 15.3 with respect to rights of the Holders of
any Debt Obligations or the rights of any other Specified Creditors.

Section 15.4      Subordination

The Indenture Trustee, by entering into this Indenture, and each Specified
Creditor, by accepting or making a Debt Obligation or becoming a Specified
Creditor, acknowledges and agrees that each Obligation represents indebtedness
of the Trust and does not represent an interest in any assets (other than the
Related Collateral for such Obligation) of the Trust (including by virtue of any
deficiency claim in respect of Related Obligations not paid or otherwise
satisfied from the Related Collateral for such Obligations and proceeds
thereof). In furtherance of and not in derogation of the foregoing, to the
extent the Trust enters into other securitization transactions or issues any
Series, the Indenture Trustee as well as each Related Specified Creditor
acknowledges and agrees that it shall have no right, title or interest in or to
any assets (or interests therein) of the Trust other than the Related Collateral
for such Series and the Related Obligations. To the extent that, notwithstanding
the agreements and provisions contained in the preceding sentences of this
section, the Indenture Trustee or any Related Specified Creditor either (i)
asserts an interest or claim to, or benefit from, assets of the Trust other than
the Related Collateral for the Related Obligations due or owing to the Indenture
Trustee or such Related Specified Creditor ("Other Assets") or (ii) is deemed to
have any such interest, claim or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of bankruptcy
or insolvency laws or otherwise, and whether deemed asserted against or through
the Trust or any other Person, the Indenture Trustee and each such Related
Specified Creditor further acknowledges and agrees that any such interest, claim
or benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full of all obligations and liabilities of the Trust
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to a priority of
distribution or application under applicable law, including bankruptcy or
insolvency laws, and whether asserted against the Trust or any other Person.

<PAGE>

                                     - 79 -

Each Specified Creditor further acknowledges and agrees that no adequate remedy
at law exists for a breach of this Section 15.4 and the terms of this Section
15.4 may be enforced by an action for specific performance.

Section 15.5      Limited Recourse.

The Trustee has entered into this Indenture in its capacity as trustee of the
Trust. Any and all of the representations, warranties, undertakings, covenants,
indemnities, agreements and other obligations made on the part of the Trustee
herein are made and intended not as personal representations, warranties,
undertakings, covenants, indemnities, agreements and other obligations by the
Trustee or for the purpose or with the intention of binding the Trustee in its
personal capacity, but are made and intended for the purpose of binding only the
property and assets of the Trust or a specific portion thereof. No property or
assets of the Trustee, whether owned beneficially by it in its personal capacity
or otherwise (other than the Trust Fund), will be subject to levy, execution or
other enforcement procedures with regard to any of the representations,
warranties, undertakings, covenants, indemnities, agreements and other
obligations of the Trust or the Trustee hereunder. No recourse may be had or
taken, directly or indirectly against the Trustee in its personal capacity, any
Beneficiary or any incorporator, Affiliate, shareholder, director, officer,
representative, employee or agent of the Trustee or any predecessor or successor
of the Trustee with regard to the representations, warranties, undertakings,
covenants, indemnities, agreements and other obligations of the Trust or the
Trustee hereunder provided, however, that nothing in this section shall relieve
any of the foregoing persons from any liability which such person may otherwise
have in such capacity for his/her negligence or wilful misconduct.

Section 15.6      Administrator.

     The parties hereto acknowledge that, pursuant to the Administration
Agreement, the Administrator will perform certain covenants of the Trust under
this Indenture and the other Programme Agreements.

Section 15.7      Execution in Counterparts.

     This Indenture may be executed in several counterparts, each of which when
so executed shall be deemed to be an original and the counterparts together
shall constitute one and the same instrument.

Section 15.8      Formal Date.

     For the purposes of convenience, this Indenture may be referred to as
bearing formal date of September 30, 2002 irrespective of the actual date of
execution hereof.

Section 15.9      Delivery of Executed Copies.

     Each party acknowledges delivery of a fully executed copy of this
Indenture.

<PAGE>

                                     - 80 -

          IN WITNESS WHEREOF the parties have executed this Indenture.

                                           AMERICREDIT CANADA AUTOMOBILE
                                           RECEIVABLES TRUST, by its Trustee,
                                           CIBC MELLON TRUST COMPANY


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

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

                                           BNY TRUST COMPANY OF CANADA, as
                                           Indenture Trustee

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

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

</TEXT>
</DOCUMENT>
