BASE INDENTURE

1
EXHIBIT 4.15

TEAM FLEET FINANCING CORPORATION,
as Issuer

TEAM RENTAL GROUP, INC.,
as Servicer

TEAM RENTAL GROUP, INC.,
as Team Interestholder,

and

BANKERS TRUST COMPANY,

as Trustee

____________________________________

AMENDED AND RESTATED

BASE INDENTURE

Dated as of December 1, 1996

____________________________________

Rental Car Asset Backed Notes
(Issuable in Series)

TABLE OF CONTENTS

Page
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ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Cross-References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3. Accounting and Financial Determinations; No Duplication . . . . . . . . . . . . . . . . . . 2
Section 1.4. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2.

THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.1. Designation and Terms of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.2. Notes Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3. Supplement For Each Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.4. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.5. Form of Notes; Book Entry Provisions;
Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.6. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.7. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.8. Noteholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.9. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.10. Legending of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.11. Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.12. Treasury Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.13. Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.14. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.15. Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.16. Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.17. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 2.18. Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 2.19. Acquisition of Notes by Lessee Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 3.

SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.1. Grant of Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.2. Certain Rights and Obligations
of TFFC Unaffected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 3.3. Performance of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 3.4. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.5. Certificates of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.6. Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

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Section 3.7. Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 3.8. Stamp, Other Similar Taxes
and Filing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE 4.

THE SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.1. Acceptance of Appointment and Other Matters Relating to the Servicer . . . . . . . . . . . 34
Section 4.2. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.3. Representations, Warranties and
Covenants of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.4. Reports and Records for the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.5. Annual Servicer's Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 4.6. Annual Servicing Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 4.7. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.8. Notices to Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.9. Liability of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 4.10. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer . . . . . . . 43
Section 4.11. Limitation on Liability of the Servicer and Others . . . . . . . . . . . . . . . . . . . . 44
Section 4.12. Indemnification of TFFC and the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 4.13. The Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 4.14. Access to Certain Documentation and Information Regarding the Collateral . . . . . . . . . 46
Section 4.15. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 4.16. Servicer Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 4.17. Trustee to Act; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 4.18. Notification to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 4.19. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.1. Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 5.2. Collections and Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 5.3. Determination of Monthly Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 5.4. Determination of Monthly Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 5.5. Paired Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE 6.

DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS . . . . . . . . . . . . . . . . . . 58
Section 6.1. Distributions in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.2. Distributions to Team Distribution Account . . . . . . . . . . . . . . . . . . . . . . . . 59

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Section 6.3. Optional Repurchase of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 6.4. Monthly Noteholders' Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE 7.

REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.1. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.2. Corporate and Governmental Authorization . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.4. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 7.5. No ERISA Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.6. Tax Filings and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.7. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.8. Investment Company Act; Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 7.9. Regulations G, T, U and X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 7.10. No Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 7.11. No Violation of Charter, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 7.12. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 7.13. Stock Ownership; Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 7.14. Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 7.15. Binding Effect of the Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 7.16. Non-Existence of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 7.17. Repurchase Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE 8.

COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 8.1. Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 8.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 8.3. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 8.4. Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.5. Maintenance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.6. Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . 70
Section 8.7. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 8.8. Inspection of Property, Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 8.9. Compliance with Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 8.10. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 8.11. Notice of Material Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 8.12. Further Requests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 8.13. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 8.15. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.16. Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.17. Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.18. Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 8.19. Acquisition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 8.20. Dividends, Officers' Compensation, etc . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 8.21. Name; Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

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Section 8.22. Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 8.23. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 8.24. No Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 8.25. Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 8.26. Maintenance of Separate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 8.27. Rule 144A Information Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 8.28. Acquisition of Vehicles by TFFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 8.29. Maintenance of Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE 9.

AMORTIZATION EVENTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 9.1. Amortization Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 9.2. Rights of the Trustee upon Amortization Event or Certain Other Events of Default . . . . . 80
Section 9.3. Special Provisions Concerning Remedies and Sale Upon Manufacturer Event of Default or
Inability to Turn Back under Repurchase Program . . . . . . . . . . . . . . . . . . . . . . 83
Section 9.4. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 9.5. Waiver of Past Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 9.6. Control by Required Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 9.7. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 9.8. Unconditional Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . 87
Section 9.9. Collection Suit by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 9.10. The Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 9.11. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 9.12. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 9.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 9.14. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 9.15. Reassignment of Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

ARTICLE 10.

THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 10.1. Duties of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 10.2. Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 10.3. Individual Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 10.4. The Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 10.5. Notice of Potential Amortization Events . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 10.6. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 10.7. Replacement of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 10.8. Successor Trustee by Merger, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.9. Eligibility Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.10. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . 95

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Section 10.11. Representations and Warranties of
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 10.12. Knowledge of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

ARTICLE 11.

DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 11.1. Termination of TFFC's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 11.2. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 11.3. Repayment to TFFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

ARTICLE 12.

AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Section 12.1. Without Consent of the Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Section 12.2. With Consent of the Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Section 12.3. Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 12.4. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 12.5. Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 12.6. The Trustee to Sign Amendments, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

ARTICLE 13.

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 13.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Section 13.2. Communication by Noteholders With Other Noteholders . . . . . . . . . . . . . . . . . . . . 105
Section 13.3. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . 106
Section 13.4. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . 106
Section 13.5. Rules by the Trustee and the Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . 106
Section 13.6. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Section 13.7. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Section 13.8. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Section 13.9. Payment on Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Section 13.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Section 13.11. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . 107
Section 13.12. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Section 13.13. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Section 13.14. Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Section 13.15. Table of Contents, Headings, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Section 13.16. Termination; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
Section 13.17. No Bankruptcy Petition Against TFFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Section 13.18. No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Section 13.19. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Section 13.20. Special Provision Regarding Filing of Certificates of Title . . . . . . . . . . . . . . . . 110

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7

Section 13.21. Special Provision Regarding Affiliate Sale Transactions . . . . . . . . . . . . . . . . . . 111
Section 13.22. Special Provision Regarding Auction Acquired Vehicles . . . . . . . . . . . . . . . . . . . 113

EXHIBITS AND SCHEDULES

SCHEDULE 1 DEFINITIONS LIST (Section 1.1)

EXHIBIT A-1 FORM OF TRANSFER CERTIFICATE (Section 2.8)

EXHIBIT A-2 FORM OF OPINION OF COUNSEL

EXHIBIT A-3 FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM
RESTRICTED GLOBAL NOTE TO TEMPORARY GLOBAL NOTE (Section 2.9)

EXHIBIT A-4 FORM OF TRANSFER CERTIFICATE (RESTRICTED GLOBAL NOTE TO
PERMANENT GLOBAL NOTE) (Section 2.9)

EXHIBIT A-5 FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM
TEMPORARY GLOBAL NOTE TO RESTRICTED GLOBAL NOTE)

EXHIBIT B FORM OF MONTHLY SERVICER'S CERTIFICATE (Section 4.4(b))

EXHIBIT C FORM OF ANNUAL SERVICER'S CERTIFICATE (Section 4.5)

EXHIBIT D FORM OF MONTHLY NOTEHOLDERS' STATEMENT (Section 6.4)

EXHIBIT E FORM OF CLEARING SYSTEM CERTIFICATE

EXHIBIT F FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP

EXHIBIT G CERTIFICATE OF TITLE LOCATIONS

EXHIBIT H FORM OF POWER OF ATTORNEY

EXHIBIT I FORM OF ASSIGNMENT AGREEMENT

EXHIBIT J CERTIFICATE RE: SECTION 13.20(a)

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8

AMENDED AND RESTATED BASE INDENTURE (this "Indenture"), dated
as of December 1, 1996, among TEAM FLEET FINANCING CORPORATION, a Delaware
corporation, as issuer ("TFFC"), TEAM RENTAL GROUP, INC., a Delaware
corporation ("Team"), as servicer (in such capacity, the "Servicer"), Team, as
the holder of the Team Interest (as hereinafter defined) (in such capacity, the
"Team Interestholder"), and BANKERS TRUST COMPANY, a New York banking
corporation, as trustee (in such capacity, the "Trustee").

W I T N E S S E T H:

WHEREAS, TFFC, Team and the Trustee are parties to a Base
Indenture, dated as of July 1, 1994 (the "Prior Indenture");

WHEREAS, TFFC and Team desire to amend and restate the Prior
Indenture in its entirety as hereinafter set forth, and the Trustee hereby
consents thereto;

WHEREAS, TFFC has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of one or more
series of TFFC's Rental Car Asset Backed Notes (the "Notes"), issuable as
provided in this Indenture; and

WHEREAS, all things necessary to make this Indenture a legal,
valid and binding agreement of TFFC, in accordance with its terms, have been
done, and TFFC proposes to do all the things necessary to make the Notes, when
executed by TFFC and authenticated and delivered by the Trustee hereunder and
duly issued by TFFC, the legal, valid and binding obligations of TFFC as
hereinafter provided.

NOW, THEREFORE, for and in consideration of the premises and
the receipt of the Notes by the Noteholders, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Noteholders, that the
Prior Indenture be amended and restated in its entirety as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

Certain capitalized terms used herein (including the preamble
and the recitals hereto) shall have the meanings assigned to such terms in the
Definitions List attached hereto as Schedule 1 (the "Definitions List"), as
such Definitions List may

be amended or modified from time to time in accordance with the provisions
hereof.

Section 1.2. Cross-References.

Unless otherwise specified, references in this Indenture and
in each other Related Document to any Article or Section are references to such
Article or Section of this Indenture or such other Related Document, as the
case may be and, unless otherwise specified, references in any Article, Section
or definition to any clause are references to such clause of such Article,
Section or definition.

Section 1.3. Accounting and Financial Determinations; No
Duplication.

Unless otherwise specified, (a) all accounting terms used
herein shall be interpreted, all accounting determinations and computations
hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared in conformity with GAAP and (b) all accounting
determinations and computations hereunder or under any other Related Documents
shall be made without duplication.

Section 1.4. Rules of Construction.

Unless the context otherwise requires: (a) a term has the
meaning assigned to it; (b) "or" is not exclusive; (c) words in the singular
include the plural, and in the plural include the singular; and (d) provisions
apply to successive events and transactions.

ARTICLE 2.

THE NOTES

Section 2.1. Designation and Terms of Notes.

Each Series of Notes shall be substantially in the form
specified in the applicable Supplement and shall bear, upon its face, the
designation for such Series to which it belongs so selected by TFFC. Except as
specified in any Supplement for a related Series, all Notes of any Series shall
be equally and ratably entitled as provided herein to the benefits hereof
without preference, priority or distinction on account of the actual time or
times of authentication and delivery, all in accordance with the terms and
provisions of this Indenture and the applicable Supplement. The aggregate
principal amount of Notes which may be authenticated and delivered under this

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10

Indenture is unlimited. The Notes shall be in denominations of $1,000,000 and
integral multiples of $1,000 in excess thereof.

Section 2.2. Notes Issuable in Series.

The Notes may be issued in one or more Series. Each Series of
Notes shall be created by a Supplement. Notes of a new Series may from time to
time be executed by TFFC and delivered to the Trustee for authentication and
thereupon the same shall be authenticated and delivered by the Trustee upon the
receipt by the Trustee of a Company Request at least three (3) Business Days in
advance of the Closing Date for such Series and upon delivery by TFFC to the
Trustee, and receipt by the Trustee, of the following:

(a) a Company Order authorizing and directing the
authentication and delivery of the Notes of such new Series by the
Trustee and specifying the designation of such new Series, the
aggregate principal amount of Notes of such new Series to be
authenticated and the Note Rate (or the method for allocating interest
payments or other cash flow) with respect to such new Series;

(b) a Supplement in form satisfactory to the Trustee
executed by TFFC, the Team Interestholder, the Servicer and the
Trustee and specifying the Principal Terms of such new Series;

(d) written confirmation that the Rating Agency Condition
shall have been satisfied with respect to such issuance;

(e) an Officers' Certificate dated as of the applicable
Closing Date to the effect that (i) no Amortization Event, Asset
Amount Deficiency, Enhancement Agreement Event of Default, if
applicable, Lease Event of Default, Lessee Partial Wind-Down Event,
Manufacturer Event of Default, Potential Amortization Event, Potential
Enhancement Agreement Event of Default, Potential Lease Event of
Default, Potential Lessee Partial Wind-Down Event or Potential
Manufacturer Event of Default is continuing or will occur as a result
of the issuance of the new Series of Notes, (ii) the issuance of the
new Series of Notes will not have a material adverse effect on the
overcollateralization of any Series of Notes with respect to which
credit enhancement is provided by overcollateralization or result

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11

in any breach of any of the terms, conditions or provisions of or
constitute a default under any indenture, mortgage, deed of trust or
other agreement or instrument to which TFFC is a party or by which it
or its property is bound or any order of any court or administrative
agency entered in any suit, action or other judicial or administrative
proceeding to which TFFC is a party or by which it or its property may
be bound or to which it or its property may be subject, (iii) all
conditions precedent provided in this Base Indenture and the related
Supplement with respect to the authentication and delivery of the new
Series of Notes have been complied with and (iv) if such new Series of
Notes is a Segregated Series, the criteria used to select the
Segregated Collateral will not have a material adverse effect on the
quality of the Collateral securing any other outstanding Series of
Notes;

(f) unless otherwise specified in the related Supplement,
an Opinion of Counsel, subject to the assumptions and qualifications
stated therein, and in a form substantially acceptable to the Trustee,
dated the applicable Closing Date, substantially to the effect that:

(i) (x) the new Series of Notes will be treated
as indebtedness of TFFC for Federal and Virginia state income
tax purposes, (y) the issuance of such Series will not
adversely affect the Federal or Virginia state income tax
characterization of the Outstanding Notes of any Series, and
(z) if the Servicer then performs any of its servicing
obligations within the State of Florida (a) if a Noteholder
has no nexus with the State of Florida for purposes of the
Florida intangible personal property tax, the purchase of the
Notes from TFFC will not cause the Notes to be subject to the
Florida intangible personal property tax, (b) a Noteholder has
no nexus with the State of Florida for purposes of the Florida
intangible personal property tax when such Noteholder is not
domiciled in Florida, does not have a residence or office in
Florida, is not an entity organized or created under the laws
of Florida, does not transact business of any kind in Florida,
and does not own, manage or control the Notes from Florida,
and (c) the ownership of the Notes, in and of itself, would
not cause a Noteholder to be transacting business in Florida,
nor would a nexus with Florida, if any, on the part of TFFC or
the Servicer affect the determination of whether a Noteholder
owns, manages or controls the Notes from Florida;

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12

(ii) all instruments furnished to the Trustee
conform to the requirements of this Base Indenture and the
related Supplement and constitute all the documents required
to be delivered hereunder and thereunder for the Trustee to
authenticate and deliver the new Series of Notes, and all
conditions precedent provided for in this Base Indenture and
the related Supplement with respect to the authentication and
delivery of the new Series of Notes have been complied with;

(iii) each of TFFC, the Servicer and each Lessee is
duly incorporated under the jurisdiction of its incorporation
and has the corporate power and authority to execute and
deliver the related Supplement (and, in the case of the first
Series to be authenticated hereunder, this Base Indenture and
each other Related Document to which it is a party) and to
issue the new Series of Notes;

(iv) the related Supplement, this Base Indenture and
each of the other Related Documents to which TFFC, the
Servicer or any Lessee is a party have been duly authorized,
executed and delivered by TFFC, the Servicer or each Lessee,
as the case may be;

(v) the new Series of Notes has been duly authorized
and executed and, when authenticated and delivered in
accordance with the provisions of this Base Indenture and the
related Supplement, will constitute valid, binding and
enforceable obligations of TFFC entitled to the benefits of
this Base Indenture and the related Supplement, subject, in
the case of enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting
creditor's rights generally and to general principles of
equity;

(vi) this Base Indenture, the related Supplement and
each of the other Related Documents to which TFFC, the
Servicer or any Lessee is a party are legal, valid and binding
agreements of TFFC, the Servicer or each Lessee, as the case
may be, enforceable in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors' rights generally
and to general principles of equity;

(vii) this Base Indenture and the Related Supplement
are not required to be registered under the Trust Indenture
Act;

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13

(viii) the new Series of Notes (A) is not required to
be registered under the Securities Act and (B) has been
offered pursuant to a valid exemption under the Securities
Act;

(ix) as to the new Series of Notes and any
Outstanding Series of Notes, the opinions of counsel relating
to (A) the validity, perfection and priority of security
interests, (B) the nature of each of the Leases as a "true
lease" and not as a financing vehicle, (C) the analysis of
substantive consolidation of the assets of TFFC with the
assets of Team or any of the Lessees in the event of the
insolvency of Team or any of the Lessees, (D) the status of
TFFC as not being an investment company or controlled by an
investment company under the Investment Company Act, (E) there
being no pending or threatened litigation which, if adversely
determined, would materially and adversely affect TFFC's
ability to perform its obligations under any of the Related
Documents, and (F) the absence of any material conflict with
or violation of any court decree, injunction, writ or order
applicable to TFFC or any material breach or default of any
indenture, agreement or other instrument as a result of the
issuance of such Series of Notes by TFFC, as furnished by
Dechert Price & Xxxxxx (or other counsel retained by TFFC) in
connection with the issuance of the initial Series of Notes,
are reaffirmed in all respects; and

(x) such other matters as the Trustee may
reasonably require;

(g) in respect of the first Series of Notes to be issued
under this Indenture, the Trustee shall have received an Officers'
Certificate dated the date of the issuance of such first Series of
Notes, in form satisfactory to the Trustee, that all Concurrent
Transactions (as such term is defined in the Placement Memorandum with
respect to such Series of Notes) have been completed and all Lessee
Sale Transactions intended to be completed pursuant to Section 2.1(b)
of each of the Leases on the date of the issuance of the first Series
of Notes have been completed; and

(h) such other matters as the Trustee may reasonably
require.

Upon satisfaction of such conditions, the Trustee shall authenticate and issue,
as provided above, such Series of Notes.

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14

Section 2.3. Supplement For Each Series.

(a) In conjunction with the issuance of a new Series, the
parties hereto shall execute a Supplement, which shall specify the relevant
terms with respect to such new Series of Notes, which shall include, as
applicable: (i) its name or designation, (ii) the aggregate principal amount of
Notes of such Series, (iii) the Note Rate (or the method for calculating such
Note Rate) with respect to such Series, (iv) the interest payment date or dates
and the date or dates from which interest shall accrue, (v) the method of
allocating Collections with respect to such Series and the method by which the
principal amount of Notes of such Series shall amortize or accrete, (vi) the
names of any accounts to be used by such Series and the terms governing the
operation of any such account, (vii) the Servicing Fee Percentage, (viii) the
terms of any Enhancement, (ix) the Enhancement Provider, if any, (x) whether
the Notes may be issued in bearer form and any limitations imposed thereon,
(xi) the Series Termination Date, (xii) whether the Notes will be issued in
multiple classes and, if so, the method of allocating Collections among such
classes, (xiii) whether such Series of Notes shall have the benefit of
Segregated Collateral, and (xiv) any other relevant terms of such Series of
Notes that do not (subject to Section 2.3(b) and Article 12 hereof) change the
terms of any Outstanding Series of Notes or otherwise materially conflict with
the provisions of this Indenture and that do not prevent the satisfaction of
the Rating Agency Condition with respect to the issuance of such new Series
(all such terms, the "Principal Terms" of such Series);

(b) (i) A Supplement may specify that the related Series
of Notes (each, a "Segregated Series") will have Collateral that is to be
segregated by the Servicer and the Trustee and be solely for the benefit of the
Noteholders of such Segregated Series of Notes (such Collateral being referred
to as "Segregated Collateral"); provided, however, that no such Segregated
Series of Notes will be issued unless (x) the Rating Agency Condition is met,
(y) the Servicer shall have delivered to the Trustee an Officers' Certificate
to the effect that the issuance of such Segregated Series of Notes will not
have a material adverse effect upon the Noteholders of any Series of Notes
outstanding at the time of the issuance of the Segregated Series of Notes, and
(z) the applicable Supplement provides, in form satisfactory to the Trustee,
for the changes and modifications to the Indenture and the other Related
Documents as are described in clause (ii) below.

(ii) In the event any Segregated Series of Notes
is issued, the related Supplement will provide that (A) the Servicer and the
Trustee will segregate the Collateral for such

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15

Segregated Series of Notes such that (x) the Segregated Series of Notes will be
secured solely by the Segregated Collateral applicable to such Segregated
Series of Notes and (y) the Noteholders with respect to any other Series of
Notes will not be entitled to the benefit of such Segregated Collateral, (B)
the Trustee will adjust the allocations and distributions to be made under the
Indenture at the direction of the Servicer so that the Noteholders with respect
to the Segregated Series of Notes will be entitled to allocations and
distributions arising solely from the Segregated Collateral applicable to such
Segregated Series of Notes and the Noteholders with respect to the
non-Segregated Series of Notes will be entitled to allocations and
distributions arising solely from the non-Segregated Collateral, (C) the
Trustee will act as collateral agent under the Indenture (and in such capacity
the Trustee may (x) establish and maintain a master collection account, and one
or more segregated collection accounts, into which Collections allocated to all
Series of Notes will be deposited and, after such deposit, further allocated
among one or more Segregated Series of Notes and the non-Segregated Series of
Notes and (y) hold its lien encumbering the non-Segregated Collateral for the
benefit of the non-Segregated Series of Notes and hold its lien encumbering the
Segregated Collateral for the benefit of the Segregated Series of Notes), (D)
the Servicer will designate on its computer system the source of the funds for
the financing of each Vehicle (as between one or more Segregated Series of
Notes and the non-Segregated Series of Notes, the "Financing Source" with
respect to such Series of Notes), (E) the Noteholders of any Segregated Series
of Notes will, subject to the limitations contained in this Base Indenture and
the applicable Supplement, be entitled to cause the Trustee to exercise
remedies under the Indenture solely on behalf of such Segregated Series of
Notes, (F) separate monthly reports and other information will be furnished
under the Indenture by the Trustee or the Servicer for the Segregated
Collateral, which monthly reports and other information will contain
substantially the same type of information as the monthly reports provided
under the Indenture prior to the issuance of such Segregated Series of Notes,
(G) a separate segregated Motor Vehicle Lease Agreement pertaining solely to
the Segregated Collateral will be executed and delivered by TFFC, as lessor,
the Lessees, as lessees, and Team, as guarantor, (H) to the extent specified in
the Supplement for such Segregated Series of Notes, such actions will be taken
as are necessary to perfect the Trustee's interest on behalf of the Noteholders
of such Segregated Series of Notes in the Segregated Collateral, (I) amendments
will be made to this Indenture and the other Related Documents, if necessary,
to reflect the foregoing, which amendments will, among other things, provide
for revisions to the terms "Aggregate Asset Amount", "Collateral", "Collection
Account", "Lease", "Related Documents", "Required Asset Amount", "Required
Beneficiaries", and "TFFC

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16

Agreements" and such other terms as may be appropriate, which revisions will
generally modify each such term to be two (or more in the event of multiple
Segregated Series of Notes) separate defined terms, one such defined term
pertaining to all non-Segregated Series of Notes and the other such defined
term (or terms) pertaining to the Segregated Series of Notes, and (J)
references herein to "all" Series of Notes (other than as specifically stated
herein) shall be modified to refer to all Series of Notes other than any
Segregated Series of Notes which may hereafter be issued.

Section 2.4. Execution and Authentication.

(a) An Authorized Officer shall sign the Notes for TFFC
by manual or facsimile signature. If an Authorized Officer whose signature is
on a Note no longer holds that office at the time the Note is authenticated,
the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution
and delivery of this Indenture, TFFC may deliver Notes of any particular Series
executed by TFFC to the Trustee for authentication, together with one or more
Company Orders for the authentication and delivery of such Notes, and the
Trustee, in accordance with such Company Order and this Indenture, shall
authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under this
Indenture or be valid for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein,
duly executed by the Trustee by the manual signature of a Trust Officer (and
the Luxembourg agent (the "Luxembourg Agent"), if such Notes are listed on the
Luxembourg Exchange). Such signatures on such certificate shall be conclusive
evidence, and the only evidence, that the Note has been duly authenticated
under this Indenture. The Trustee may appoint an authenticating agent
acceptable to TFFC to authenticate Notes. Unless limited by the term of such
appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with TFFC or an Affiliate of TFFC. The
Trustee's certificate of authentication shall be in substantially the following
form:

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17

This is one of the Notes of a series issued under the within mentioned
Indenture.

BANKERS TRUST COMPANY,
as Trustee

By:
------------------------------
Authorized Signature

(d) Each Note shall be dated and issued as of the date of
its authentication by the Trustee.

(e) Notwithstanding the foregoing, if any Note shall have
been authenticated and delivered hereunder but never issued and sold by TFFC,
and TFFC shall deliver such Note to the Trustee for cancellation as provided in
Section 2.14 together with a written statement (which need not comply with
Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that
such Note has never been issued and sold by TFFC, for all purposes of this
Indenture such Note shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this
Indenture.

Section 2.5. Form of Notes; Book Entry Provisions; Title.

(a) Restricted Global Note. Any Series of Notes, or any
class of such Series to be issued in the United States will be in registered
form and sold initially to institutional accredited investors within the
meaning of Regulation D under the Securities Act in reliance on an exemption
from the registration requirements of the Securities Act and thereafter to
qualified institutional buyers within the meaning of, and in reliance on, Rule
144A under the Securities Act ("Rule 144A") as provided in the applicable
Supplement and shall be issued in the form of and represented by one or more
permanent global Notes in fully registered form without interest coupons (each,
a "Restricted Global Note"), substantially in the form set forth in the
applicable Supplement, with such legends as may be applicable thereto, which
shall be deposited on behalf of the subscribers for the Notes represented
thereby with a custodian for DTC, and registered in the name of DTC or a
nominee of DTC, duly executed by TFFC and authenticated by the Trustee as
provided in Section 2.4 for credit to the accounts of the subscribers at DTC.
The aggregate initial principal amount of a Restricted Global Note may from
time to time be increased or decreased by adjustments made on the records of
the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter
provided.

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18

(b) Temporary Global Note; Permanent Global Note. Any
Series of Notes, or any class of such Series, offered and sold outside of the
United States will be offered and sold in reliance on Regulation S ("Regulation
S") under the Securities Act and shall initially be issued in the form of one
or more temporary global Notes (each, a "Temporary Global Note") in fully
registered form without interest coupons substantially in the form set forth in
the applicable Supplement with such legends as may be applicable thereto,
registered in the name of DTC or a nominee of DTC, duly executed by TFFC and
authenticated by the Trustee as provided in Section 2.4, for credit to the
subscribers' accounts at Xxxxxx Guaranty Trust Company of New York, Brussels
Office, as operator of Euroclear or Cedel. Interests in a Temporary Global
Note will be exchangeable, in whole or in part, for interests in a permanent
global note (a "Permanent Global Note") in fully registered form without
interest coupons, representing Notes of the same Series, substantially in the
form set forth in the applicable Supplement, in accordance with the provisions
of the Temporary Global Note and this Agreement. Until the Exchange Date,
interests in a Temporary Global Note may only be held by the agent members of
Euroclear and Cedel. The aggregate initial principal amount of the Temporary
Global Note may from time to time be increased or decreased by adjustments made
on the records of the custodian for DTC, DTC or its nominee, as the case may
be, as hereinafter provided.

Section 2.6. Registrar and Paying Agent.

(a) TFFC shall maintain (i) an office or agency where
Notes may be presented for registration of transfer or for exchange
("Registrar") and (ii) an office or agency where Notes may be presented for
payment ("Paying Agent"). The Registrar shall keep a register of the Notes and
of their transfer and exchange (the "Note Register"). TFFC may appoint one or
more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent and the term "Registrar" includes
any co-registrars. TFFC may change any Paying Agent or Registrar without prior
notice to any Noteholder. TFFC shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. The Trustee is hereby
initially appointed as the Registrar, Paying Agent and agent for service of
notices and demands in connection with the Notes.

(b) TFFC shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such Agent. TFFC shall notify
the Trustee in writing of the name and address of any such Agent. If TFFC
fails to

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19

maintain a Registrar or Paying Agent, or fails to give the foregoing notice,
the Trustee shall act as such, and shall be entitled to appropriate
compensation in accordance with this Indenture, or shall appoint a replacement
Registrar and Paying Agent.

Section 2.7. Paying Agent to Hold Money in Trust.

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

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

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

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

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

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

(b) TFFC may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, by
Company Order direct any Paying Agent to pay to the Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which the sums were held by such Paying Agent; and upon
such payment by

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20

any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

(c) Subject to applicable laws with respect to escheat of
funds, any money held by the Trustee or any Paying Agent or a Clearing Agency
in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to TFFC on Company Request; and
the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to TFFC for payment thereof (but only to the extent of the amounts so
paid to TFFC), and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of TFFC cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in New York City, 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 TFFC. The Trustee may also adopt and employ, at
the expense of TFFC, any other reasonable means of notification of such
repayment.

Section 2.8. Noteholder Lists.

The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Noteholders of each Series of Notes. If the Trustee is not the
Registrar, TFFC shall furnish to the Trustee at least seven Business Days
before each Distribution Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Noteholders of each Series of
Notes.

Section 2.9. Transfer and Exchange.

When Notes of any particular Series are presented to the
Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Notes of other denominations of
the same Series, the Registrar shall register the transfer or make the exchange
if its requirements for such transaction are met; provided, however, that the
Notes surrendered for transfer or exchange (a) shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to TFFC
and the Registrar, duly executed by the holder thereof or its attorney, duly
authorized in writing

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21

and (b) shall be transferred or exchanged in compliance with the following
provisions:

(a) Transfer of Restricted Global Notes.

(i) if such Note is being acquired for the
account of such Holder, without transfer, a certification from such
Holder to that effect (in substantially the form of Exhibit A-1
hereto); or

(ii) if such Note is being transferred to a
qualified institutional buyer (as defined in Rule 144A) in accordance
with Rule 144A or pursuant to an exemption from registration in
accordance with Regulation S, a certification to that effect (in
substantially the form of Exhibit A-1 hereto); or

(iii) if such Note is being transferred in reliance
on another exemption from the registration requirements of the
Securities Act, a certification to that effect (in substantially the
form of Exhibit A-1 hereto) and an opinion of counsel acceptable to
TFFC and to the Registrar to the effect that such transfer is in
compliance with the Securities Act (in substantially the form of
Exhibit A-2 hereto).

(iv) Temporary Global Note to Permanent Global
Note. Interests in a Temporary Global Note as to which the Trustee has
received from Euroclear or Cedel, as the case may be, a certificate
substantially in the form of Exhibit E to the effect that Euroclear or
Cedel, as applicable, has received a certificate substantially in the
form of Exhibit F from the holder of a beneficial interest in such
Note, will be exchanged, on and after the 40th day after the
completion of the distribution of the relevant Series (the "Exchange
Date"), for interests in a Permanent Global Note. To effect such
exchange TFFC shall execute and the Trustee shall authenticate and
deliver to DTC, or its nominee, for credit to the respective accounts
of the holders of Notes, a duly executed and authenticated Permanent
Global Note, representing the principal amount of interests in the
Temporary Global Note initially exchanged for interests in the
Permanent Global Note. The delivery to the Trustee by Euroclear or
Cedel of the certificate or certificates referred to above may be
relied upon by TFFC and the Trustee as conclusive evidence that the
certificate or certificates referred to therein has or have been
delivered to Euroclear or Cedel pursuant to the terms of this
Indenture and the Temporary Global Note. Upon any exchange of
interests in a Temporary Global Note for interests in a Permanent
Global

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22

Note, the Trustee shall endorse the Temporary Global Note to reflect
the reduction in the principal amount represented thereby by the
amount so exchanged and shall endorse the Permanent Global Note to
reflect the corresponding increase in the amount represented thereby.
The Temporary Global Note or the Permanent Global Note shall also be
endorsed upon any cancellation of principal amounts upon surrender of
Notes purchased by TFFC or any of its respective subsidiaries or
affiliates or upon any repayment of the principal amount represented
thereby or any payment of interest in respect of such Notes.

(v) Restricted Global Note to Temporary Global
Note During the Restricted Period. If, prior to the Exchange Date, a
holder of a beneficial interest in the Restricted Global Note
registered in the name of DTC or its nominee wishes at any time to
exchange its interest in such Restricted Global Note for an interest
in the Temporary Global Note, such holder may, subject to the rules
and procedures of DTC, exchange or cause the exchange or transfer of
such interest for an equivalent beneficial interest in the Temporary
Global Note. Upon receipt by the Trustee as Transfer Agent ("Transfer
Agent") of (1) instructions given in accordance with DTC's procedures
from an agent member directing the Trustee as Transfer Agent to credit
or cause to be credited a beneficial interest in the Temporary Global
Note in an amount equal to the beneficial interest in the Restricted
Global Note to be exchanged or transferred, (2) a written order given
in accordance with DTC's procedures containing information regarding
the Euroclear or Cedel account to be credited with such increase and
the name of such account, and (3) a certificate in the form of Exhibit
A-3 attached hereto given by the holder of such beneficial interest
stating that the exchange or transfer of such interest has been made
in compliance with the transfer restrictions applicable to the Notes
and pursuant to and in accordance with Regulation S, the Transfer
Agent shall instruct DTC to reduce the Restricted Global Note by the
aggregate principal amount of the beneficial interest in the
Restricted Global Note to be so exchanged or transferred and the
Transfer Agent, shall instruct DTC, concurrently with such reduction,
to increase the principal amount of the Temporary Global Note by the
aggregate principal amount of the beneficial interest in the
Restricted Global Note to be so exchanged or transferred, and to
credit or cause to be credited to the account of the person specified
in such instructions (who shall be the agent member of Euroclear or
Cedel, or both, as the case may be) a beneficial interest in the
Temporary Global Note equal

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23

to the reduction in the principal amount of the Restricted Global
Note.

(vi) Restricted Global Note to Permanent Global
Note After the Restricted Period. If, after the Restricted Period, a
holder of a beneficial interest in the Restricted Global Note
registered in the name of DTC or its nominee wishes at any time to
exchange its interest in such Restricted Global Note for an interest
in the Permanent Global Note, or to transfer its interest in such
Restricted Global Note to a Person who wishes to take delivery thereof
in the form of an interest in the Permanent Global Note, such holder
may, subject to the rules and procedures of DTC, exchange or cause the
exchange or transfer of such interest for an equivalent beneficial
interest in the Permanent Global Note. Upon receipt by the Transfer
Agent of (I) instructions given in accordance with DTC's procedures
from an agent member directing the Trustee to credit or cause to be
credited a beneficial interest in the Permanent Global Note in an
amount equal to the beneficial interest in the Restricted Global Note
to be exchanged or transferred, (2) a written order given in
accordance with DTC's procedures containing information regarding the
participant account of DTC and, in the case of a transfer pursuant to
and in accordance with Regulation S, the Euroclear or Cedel account to
be credited with such increase and (3) a certificate in the form of
Exhibit A-4 attached hereto given by the holder of such beneficial
interest stating that the exchange or transfer of such interest has
been made in compliance with the transfer restrictions applicable to
the Notes (A) and pursuant to and in accordance with Regulation S or
(B) and that the Note being exchanged or transferred is not a
"restricted security" as defined in Rule 144, the Trustee shall
instruct DTC to reduce the Restricted Global Note by the aggregate
principal amount of the beneficial interest in the Restricted Global
Note to be so exchanged or transferred and the Transfer Agent shall
instruct DTC, concurrently with such reduction, to increase the
principal amount of the Permanent Global Note by the aggregate
principal amount of the beneficial interest in the Restricted Global
Note to be so exchanged or transferred, and to credit or cause to be
credited to the account of the person specified in such instructions a
beneficial interest in the Permanent Global Note equal to the
reduction in the principal amount of the Restricted Global Note.

(vii) Temporary Global Note to Restricted Global
Note. If a holder of a beneficial interest in the Temporary Global
Note registered in the name of DTC or its nominee wishes at any time
to exchange its interest in such

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24

Temporary Global Note for an interest in the Restricted Global Note,
or to transfer its interest in such Temporary Global Note to a Person
who wishes to take delivery thereof in the form of an interest in the
Restricted Global Note, such holder may, subject to the rules and
procedures of Euroclear or Cedel and DTC, as the case may be, exchange
or cause the exchange or transfer of such interest for an equivalent
beneficial interest in the Restricted Global Note. Upon receipt by
the Transfer Agent of (1) instructions from Euroclear or Cedel or DTC,
as the case may be, directing the Trustee to credit or cause to be
credited a beneficial interest in the Restricted Global Note equal to
the beneficial interest in the Temporary Global Note to be exchanged
or transferred, such instructions to contain information regarding the
agent member's account with DTC to be credited with such increase,
and, with respect to an exchange or transfer of an interest in the
Temporary Global Note after the Exchange Date, information regarding
the agent member's account with DTC to be debited with such decrease,
and (2) with respect to an exchange or transfer of an interest in the
Temporary Global Note for an interest in the Restricted Global Note
prior to the Exchange Date, a certificate in the form of Exhibit A-5
attached hereto given by the holder of such beneficial interest and
stating that the Person transferring such interest in the Temporary
Global Note reasonably believes that the Person acquiring such
interest in the Restricted Global Note is a Qualified Institutional
Buyer and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A, Euroclear or Cedel or the
Trustee, as the case may be, shall instruct DTC to reduce the
Temporary Global Note by the aggregate principal amount of the
beneficial interest in the Temporary Global Note to be exchanged or
transferred, and the Transfer Agent shall instruct DTC, concurrently
with such reduction, to increase the principal amount of the
Restricted Global Note by the aggregate principal amount of the
beneficial interest in the Temporary Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the
Restricted Global Note equal to the reduction in the principal amount
of the Temporary Global Note.

(viii) Permanent Global Note to Restricted Global
Note. Interest in the Permanent Global Note may not be transferred for
interests in the Restricted Global Note.

(ix) Other Transfers or Exchanges. In the event
that a Global Note is exchanged for Notes in definitive registered
form without interest coupons, pursuant to

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25

Section 2.18 hereof, such Notes may be exchanged or transferred for
one another only in accordance with such procedures as are
substantially consistent with the provisions of clauses (i) through
(vi) above (including the certification requirements intended to
insure that such exchanges or transfers comply with Rule 144A or
Regulation S, as the case may be) and as may be from time to time
adopted by TFFC and the Trustee.

(b) The Trustee shall not register the exchange of
interests in a Note for a definitive Note or the transfer of or exchange of
Note during the period beginning on any Record Date and ending on the next
following Distribution Date.

(c) TFFC or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any exchange or registration of transfer of Notes. No service
charge shall be made for any such transaction.

(d) If the Notes are listed on the Luxembourg Exchange,
the Trustee or the Luxembourg Agent, as the case may be, shall send to TFFC
upon any transfer or exchange of any Note information reflected in the copy of
the register for the Notes maintained by the Registrar or the Luxembourg Agent,
as the case may be.

(e) To permit registrations of transfers and exchanges,
TFFC shall execute and the Trustee shall authenticate Notes, subject to such
rules as the Trustee may reasonably require. No service charge to the
Noteholder shall be made for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Registrar may require payment
of a sum sufficient to cover any transfer tax or similar government charge
payable in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Section 2.13 hereof in
which event the Registrar will be responsible for the payment of any such
taxes.)

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

(g) Prior to due presentment for registration of transfer
of any Note, the Trustee, any Agent and TFFC may deem and treat the Person in
whose name any Note is registered (as of the day of determination) as the
absolute owner of such Note for the purpose of receiving payment of principal
of and interest on

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26

such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and neither the Trustee, any Agent nor TFFC shall be affected by
notice to the contrary.

(h) Notwithstanding any other provision of this Section
2.9, the typewritten Note or Notes representing Book-Entry Notes for any Series
may be transferred, in whole but not in part, only to another nominee of the
Clearing Agency for such Series, or to a successor Clearing Agency for such
Series selected or approved by TFFC or to a nominee of such successor Clearing
Agency, only if in accordance with this Section 2.9 and Section 2.18.

Section 2.10. Legending of Notes.

Unless otherwise provided for in a Supplement and except as
permitted by the following sentence, each Note shall bear a legend in
substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR
"BLUE SKY" LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES
FOR THE BENEFIT OF TEAM FLEET FINANCING CORPORATION (THE "COMPANY")
THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A
VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF 144A, (3)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE RECEIPT OF THE REGISTRAR OF A
CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN
EACH CASE SUCH TRANSFER SHALL BE MADE IN COMPLIANCE WITH THE INDENTURE
AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

Upon any transfer, exchange or replacement of Notes bearing such legend, or if
a request is made to remove such legend on a Note, the Notes so issued shall
bear such legend, or such legend shall not be removed, as the case may be,
unless there is delivered to TFFC and the Trustee or the Luxembourg Agent, if
the Notes are listed on the Luxembourg Exchange, such satisfactory evidence,

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27

which may include an opinion of counsel, as may be reasonably required by TFFC
that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S. Upon provision of such satisfactory evidence,
the Trustee, at the direction of TFFC, shall authenticate and deliver a Note
that does not bear such legend.

Section 2.11. Replacement Notes.

(a) If (i) any mutilated Note is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Trustee such security or indemnity as may be required by it to hold TFFC and
the Trustee harmless then, in the absence of notice to TFFC, the Registrar or
the Trustee that such Note has been acquired by a bona fide purchaser, and
provided that the requirements of Section 8-405 of the UCC (which generally
permit TFFC to impose reasonable requirements) are met, TFFC shall execute and
upon its request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note; provided, however, that if any such destroyed, lost or stolen Note, but
not a mutilated Note, shall have become or within seven days shall be due and
payable, instead of issuing a replacement Note, TFFC may pay such destroyed,
lost or stolen Note when so due or payable 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, TFFC and the Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by TFFC or the Trustee in connection therewith. The holder
of a Note may offer to the Trustee unsecured indemnification so long as such
holder has a long-term debt rating or claims paying ability that is "investment
grade."

(b) Upon the issuance of any replacement Note under this
Section, TFFC 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 Trustee) connected therewith.

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28

(c) 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 TFFC, 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.

(d) 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 2.12. Treasury Notes.

In determining whether the Noteholders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by TFFC or any Affiliate of TFFC shall be considered as though they
are not Outstanding, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes of which the Trustee has received written notice of such ownership
shall be so disregarded. Absent written notice to the Trustee of such
ownership, the Trustee shall not be deemed to have knowledge of the identity of
the individual beneficial owners of the Notes. In the event that any Affiliate
of TFFC acquires any Note, TFFC shall promptly notify the Trustee thereof.

Section 2.13. Temporary Notes.

(a) Pending the preparation of Definitive Notes issued
under Section 2.18 hereof, TFFC may prepare and the Trustee, upon receipt of a
Company Order, shall authenticate and deliver temporary Notes of such Series.
Temporary Notes shall be substantially in the form of Definitive Notes of like
Series but may have variations that are not inconsistent with the terms of this
Indenture as the officers executing such Notes may determine, as evidenced by
their execution of such Notes.

(b) If temporary Notes are issued pursuant to Section
2.13(a) above, TFFC will cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the
temporary Notes at the office or agency of TFFC to be maintained as provided in
Section 8.2, without charge to the Noteholder. Upon surrender for cancellation
of any one or more temporary Notes, TFFC shall execute and the Trustee shall
authenticate and deliver in

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29

exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.14. Cancellation.

TFFC may at any time deliver to the Trustee for cancellation
any Notes previously authenticated and delivered hereunder which TFFC may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation. TFFC may not issue
new Notes to replace Notes that it has redeemed or paid or that have been
delivered to the Trustee for cancellation. All canceled Notes held by the
Trustee shall be disposed of in accordance with the Trustee's standard
disposition procedures unless by a written order, signed by two Authorized
Officers, TFFC shall direct that canceled Notes be returned to it.

Section 2.15. Principal and Interest.

(a) The principal of each Series of Notes shall be
payable at the times and in the amount set forth in the related Supplement in
accordance with Section 6.1.

(b) Each Series of Notes shall accrue interest as
provided in the related Supplement and such interest shall be payable on the
Distribution Date for such Series in accordance with Section 6.1 and the
related Supplement.

(c) Except as provided in the following sentence, the
person in whose name any Note is registered at the close of business on any
Record Date with respect to a Distribution Date for such Note shall be entitled
to receive the principal and interest payable on such Distribution Date
notwithstanding the cancellation of such Note upon any registration of
transfer, exchange or substitution of such Note subsequent to such Record Date.
Any interest payable at maturity shall be paid to the Person to whom the
principal of such Note is payable.

(d) If TFFC defaults in the payment of interest on the
Notes of any Series, such interest may, at the option of TFFC, cease to be
payable to the persons who were Noteholders of such Series at the applicable
Record Date and TFFC shall pay the defaulted interest in any lawful manner,
plus, to the extent lawful, interest payable on the defaulted interest, to the

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30

persons who are Noteholders of such Series on a subsequent special record date
which date shall be at least five (5) Business Days prior to the payment date,
at the rate provided in this Indenture and in the Notes of such Series. TFFC
shall fix or cause to be fixed each such special record date and payment date,
and at least 15 days before the special record date, TFFC (or the Trustee, in
the name of and at the expense of TFFC) shall mail to Noteholders of such
Series a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

Section 2.16. Book-Entry Notes.

(a) For each Series of Notes to be issued in registered
form, TFFC shall duly execute the Notes, and the Trustee shall, in accordance
with Section 2.4 hereof, authenticate and deliver initially one or more Global
Notes that (a) shall be registered on the Note Register in the name of DTC or
DTC's nominee, and (b) shall bear legends substantially to the following
effect:

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

So long as DTC or its nominee is the registered owner or
holder of a Global Note, DTC or its nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by such Global
Note for purposes of this Indenture and such Notes. Members of, or
participants in, DTC shall have no rights under this Indenture with respect to
any Global Note held on their behalf by DTC, and DTC may be treated by TFFC,
the Trustee, any Paying Agent and any agent of such entities as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent TFFC, the Trustee, any Paying Agent and
any agent of such entities from giving effect to any written certification,
proxy or other authorization furnished by DTC or impair, as between DTC and its
agent members, the operation of customary practices governing the exercise of
the rights of a holder of any Note.

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31

(b) Subject to Section 2.9(g), the provisions of the
"Operating Procedures of the Euroclear System" and the "Terms and Conditions
Governing Use of Euroclear" and the "Management Regulations" and "Instructions
to Participants" of Cedel, respectively, shall be applicable to the Global Note
insofar as interests in a Global Note are held by the agent members of
Euroclear or Cedel (which shall only occur in the case of the Temporary Global
Note and the Permanent Global Note). Account holders or participants in
Euroclear and Cedel shall have no rights under this Indenture with respect to
such Global Note, and the registered holder may be treated by TFFC, the Trustee
and any agent of TFFC or the Trustee as the owner of such Global Note for all
purposes whatsoever.

(d) Title to the Notes shall pass only by registration in
the Note Register maintained by the Registrar pursuant to Section 2.6.

(e) Any typewritten Note or Notes representing Book-Entry
Notes shall provide that they represent the aggregate or a specified amount of
Outstanding Notes from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Notes represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a typewritten Note or
Notes representing Book-Entry Notes to reflect the amount, or any increase or
decrease in the amount, or changes in the rights of Note Owners represented
thereby, shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Trustee
shall deliver and redeliver any typewritten Note or Notes representing
Book-Entry Notes in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. Any instructions
by TFFC with respect to endorsement or delivery or redelivery of a typewritten
Note or Notes representing the Book-Entry Notes shall be in writing but need
not comply with Section 13.3 hereof and need not be accompanied by an Opinion
of Counsel.

(f) Unless and until definitive, fully registered Notes
("Definitive Notes") have been issued to Note Owners pursuant to Section 2.18:

(i) the provisions of this Section 2.16 shall be
in full force and effect;

(ii) the Paying Agent, the Registrar and the
Trustee may deal with the Clearing Agency and the Clearing

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32

Agency Participants for all purposes of this Indenture (including the
making of payments on the Notes and the giving of instructions or
directions hereunder) as the authorized representatives of the Note
Owners;

(iii) to the extent that the provisions of this
Section 2.16 conflict with any other provisions of this Indenture, the
provisions of this Section 2.16 shall control;

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

(v) the rights of Note Owners shall be exercised
only through the applicable Clearing Agency and their related Clearing
Agency Participants and shall be limited to those established by law
and agreements between such Note Owners and their related Clearing
Agency and/or the Clearing Agency Participants. Unless and until
Definitive Notes are issued pursuant to Section 2.18, the applicable
Clearing Agencies will make book-entry transfers among their related
Clearing Agency Participants and receive and transmit payments of
principal and interest on the Notes to such Clearing Agency
Participants.

Section 2.17. Notices to Clearing Agency.

Whenever notice or other communication to the Noteholders is
required under this Indenture, unless and until Definitive Notes shall have
been issued to Note Owners pursuant to Section 2.18, the Trustee, TFFC and the
Servicer shall give all such notices and communications specified herein to be
given to Noteholders to the applicable Clearing Agency for distribution to the
Note Owners.

Section 2.18. Definitive Notes.

(a) Conditions for Issuance. Interests in a Restricted
Global Note or Permanent Global Note deposited with DTC pursuant to Section 2.5
shall be transferred to the beneficial owners thereof in the form of definitive
registered Notes only if such transfer complies with Section 2.9 and (x) DTC

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33

notifies TFFC that it is unwilling or unable to continue as depositary for such
Restricted Global Note or Permanent Global Note or at any time ceases to be a
"clearing agency" registered under the United States Securities Exchange Act of
1934, as amended, (the "Exchange Act"), and a successor depositary so
registered is not appointed by TFFC within 90 days of such notice or (y) TFFC
determines that the Restricted Global Note or Permanent Global Note with
respect to the relevant Series of Notes shall be exchangeable for definitive
registered Notes. Definitive registered Notes shall be issued without coupons
in amounts of U.S.$l,000,000 and integral multiples of U.S.$l,000, subject to
compliance with all applicable legal and regulatory requirements.

(b) Issuance. If interests in any Restricted Global Note
or Permanent Global Note, as the case may be, are to be transferred to the
beneficial owners thereof in the form of definitive registered Notes pursuant
to this Section 2.18, such Restricted Global Note or Permanent Global Note, as
the case may be, shall be surrendered by DTC to the office or agency of the
Transfer Agent located in the Borough of Manhattan, the City of New York, or if
the Notes are listed on the Luxembourg Stock Exchange, to the applicable
Luxembourg Agent in Luxembourg, to be so transferred, without charge. If
interests in any Permanent Global Note are to be transferred to the beneficial
owners thereof in the form of definitive Notes pursuant to this Section 2.18,
such Permanent Global Note shall be surrendered by the custodian for DTC to the
Transfer Agent or its agent located in London to be so transferred, without
charge. The Trustee shall authenticate and deliver, upon such transfer of
interests in such Restricted Global Note or Permanent Global Note, an equal
aggregate principal amount of definitive registered Notes of authorized
denominations. The definitive Notes transferred pursuant to this Section 2.18
shall be executed, authenticated and delivered only in the denominations
specified in paragraph (a) above or in the related Supplement, and definitive
registered Notes shall be registered in such names as DTC shall direct in
writing. The Transfer Agent shall have at least 30 days from the date of its
receipt of definitive Notes and registration information to authenticate and
deliver such definitive Notes. Any definitive registered Note delivered in
exchange for an interest in a Restricted Global Note or Permanent Global Note
shall, except as otherwise provided by Section 2.10, bear, and be subject to,
the legend regarding transfer restrictions set forth in Section 2.10. TFFC
will promptly make available to the Transfer Agent a reasonable supply of
definitive Notes. TFFC shall bear the costs and expenses of printing or
preparing any definitive Notes.

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(c) Transfer of Definitive Notes. Subject to the terms
of this Indenture, the holder of any definitive registered Note may transfer
the same in whole or in part, in an amount equivalent to an authorized
denomination, by surrendering at the office maintained by the Transfer Agent
for such purpose in the Borough of Manhattan, The City of New York, such Note
with the form of transfer endorsed on it duly completed and executed by, or
accompanied by a written instrument of transfer in form satisfactory to TFFC
and the Transfer Agent by, the holder thereof. In exchange for any definitive
registered Note properly presented for transfer, TFFC shall execute and the
Trustee shall promptly authenticate and deliver or cause to be authenticated
and delivered in compliance with applicable law, to the transferee at such
office, or send by mail (at the risk of the transferee) to such address as the
transferee may request, definitive registered Notes for the same aggregate
principal amount as was transferred. In the case of the transfer of any
definitive registered Note in part, TFFC shall execute and the Trustee shall
also promptly authenticate and deliver or cause to be authenticated and
delivered to the transferor at such office, or send by mail (at the risk of the
transferor) to such address as the transferor may request, definitive
registered Notes for the aggregate principal amount that was not transferred.
No transfer of any definitive registered Note shall be made unless the request
for such transfer is made by the registered holder at such office.

(d) Neither TFFC nor the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Notes for such Series, the Trustee shall recognize the Holders of the
Definitive Notes as Noteholders of such Series.

Section 2.19. Acquisition of Notes by Lessee Group. Neither
Team nor any Affiliate of Team shall acquire any indebtedness outstanding under
the Notes (whether by direct purchase of a Note, acquisition of a participation
interest in any Note, or otherwise) unless such acquisition is accomplished in
a manner such that all of the Noteholders have an equal opportunity to sell all
or a portion of the indebtedness under their respective Notes pro rata to their
respective Invested Percentages.

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ARTICLE 3.

SECURITY

Section 3.1. Grant of Security Interest.

(a) To secure the TFFC Obligations and all amounts owing
in respect of the Team Interest, TFFC hereby pledges, assigns, conveys,
delivers, transfers and sets over to the Trustee, for the benefit of the
Noteholders, the Note Owners and the holder of the Team Interest (the
Noteholders, the Note Owners and the holder of the Team Interest being referred
to as the "Secured Parties"), and hereby grants to the Trustee, for the benefit
of the Secured Parties, a security interest in all of TFFC's right, title and
interest in and to all of TFFC's assets, property and interests in property of
any kind or nature whatsoever (other than as specified below) whether now owned
or hereafter acquired or created (all of the foregoing being referred to as the
"Collateral"), including without limitation, all of the following property and
interests in property:

(i) the rights of TFFC under the Repurchase Vehicle Lease
(including rights against any guarantor of obligations of the Lessees
thereunder) and any other agreements to which TFFC is a party other
than the Repurchase Programs (collectively, the "TFFC Agreements"),
including, without limitation, all monies due and to become due to
TFFC from Team and the Lessees under or in connection with the TFFC
Agreements, whether payable as rent, guaranty payments, fees,
expenses, costs, indemnities, insurance recoveries, damages for the
breach of any of the TFFC Agreements or otherwise, and all rights,
remedies, powers, privileges and claims of TFFC against any other
party under or with respect to the TFFC Agreements (whether arising
pursuant to the terms of such TFFC Agreements or otherwise available
to TFFC at law or in equity), including the right to enforce any of
the TFFC Agreements as provided herein and to give or withhold any and
all consents, requests, notices, directions, approvals, extensions or
waivers under or with respect to the TFFC Agreements or the
obligations of any party thereunder;

(ii) (a) all Repurchase Vehicles (other than
Segregated Repurchase Vehicles) owned by TFFC as of the Closing Date
of the first Series of Notes and all Repurchase Vehicles (other than
Segregated Repurchase Vehicles) acquired by TFFC during the term of
this Indenture, and all Certificates of Title with respect to such
Vehicles, (b) all Liens and property from time to time purporting to
secure payment of any of the obligations or liabilities of the

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Lessees or Team arising under or in connection with the Repurchase
Vehicle Lease, together with all financing statements filed in favor
of, or assigned to, TFFC describing any collateral securing such
obligations or liabilities, and (c) all guarantees, insurance and
other agreements or arrangements of whatever character from time to
time supporting or securing payment of such obligations and
liabilities of the Lessees or Team pursuant to the Repurchase Vehicle
Lease;

(iii) all right, title and interest of TFFC in, to
and under any Repurchase Programs relating to, and all monies due and
to become due in respect of, the Repurchase Vehicles (other than
Segregated Repurchase Vehicles) purchased from the Manufacturers under
or in connection with the Repurchase Programs whether payable as
Repurchase Vehicle repurchase prices, fees, expenses, costs,
indemnities, insurance recoveries, damages for breach of the
Repurchase Programs or otherwise;

(iv) (a) the Repurchase Collection Account, (b) all
funds on deposit therein from time to time, (c) all certificates and
instruments, if any, representing or evidencing any or all of the
Repurchase Collection Account or the funds on deposit therein from
time to time, and (d) all Permitted Investments made at any time and
from time to time with the moneys in the Repurchase Collection Account
(including income thereon);

(v) all additional property that may from time to
time hereafter (pursuant to the terms of any Supplement or otherwise
(other than any Supplement in respect of a Segregated Series of
Notes)) be subjected to the grant and pledge hereof by TFFC or by
anyone on its behalf; and

(vi) all proceeds of any and all of the foregoing
including, without limitation, payments under insurance (whether or
not the Trustee is the loss payee thereof) and cash;

provided, however, the Collateral shall not include the Team Distribution
Account, any funds on deposit therein from time to time, any certificates or
instruments, if any, representing or evidencing any of all of the Team
Distribution Account or the funds on deposit therein from time to time, or any
Permitted Investments made at any time and from time to time with the moneys in
the Team Distribution Account (including the income thereon).

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(b) Each of the Secured Parties, by its execution of this
Indenture, hereby appoints the Trustee as its collateral agent under and for
the purposes of this Indenture. Each Secured Party authorizes the Trustee as
collateral agent to act on behalf of such Secured Party under this Indenture
and, in the absence of other written instructions from a Secured Party as may
be received from time to time by the Trustee from the Secured Parties (with
respect to which the Trustee agrees that it will comply, except as otherwise
provided in this Indenture or any Supplement or as otherwise advised by
counsel), to exercise such powers hereunder as are specifically delegated to or
required of the Trustee as collateral agent by the terms hereof and with such
powers as may be reasonably incidental thereto. In furtherance of the
foregoing, TFFC and the Secured Parties hereby authorize the Trustee to be
named as the first lienholder on the Certificates of Title for the Vehicles
referred to in clause (ii) above, in a representative capacity, as collateral
agent for the Secured Parties. The Trustee agrees that all of its right, title
and interest in and to the Collateral shall be solely for the benefit of the
Secured Parties.

(c) The foregoing grant is made in trust to secure the
TFFC Obligations and the Team Interest, and to secure compliance with the
provisions of this Indenture and any Supplement, all as provided in this
Indenture. The Trustee, as Trustee on behalf of the Secured Parties,
acknowledges such grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture to the best of its abilities to the end that the interests of
the Noteholders may be adequately and effectively protected. The Collateral
shall secure the Notes equally and ratably without prejudice, priority (except,
with respect to any Series of Notes, as otherwise stated in the applicable
Supplement) or distinction (other than in respect of Notes under a Segregated
Series).

Section 3.2. Certain Rights and Obligations of TFFC
Unaffected.

(a) Notwithstanding the assignment and security interest
so granted to the Trustee, TFFC shall nevertheless be permitted, subject to the
Trustee's right to revoke such permission in the event of an Amortization Event
and subject to the provisions of Section 3.3 hereof, to give all consents,
requests, notices, directions, approvals, extensions or waivers, if any, which
are required to be given in the normal course of business (which does not
include waivers of defaults under any of the TFFC Agreements or any of the
Repurchase Programs or revocation of powers of attorney to Team and the
Lessees) to Team, TFFC or the Lessees by TFFC and by Team or the Lessees to

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the Manufacturers by the specific terms of each of the Leases and each
Repurchase Program, respectively.

(b) The assignment of the Collateral to the Trustee shall
not (i) relieve TFFC from the performance of any term, covenant, condition or
agreement on TFFC's part to be performed or observed under or in connection
with any of the TFFC Agreements or any of the Repurchase Programs or from any
liability to Team or the Manufacturers, as the case may be, or (ii) impose any
obligation on the Trustee or any of the Secured Parties to perform or observe
any such term, covenant, condition or agreement on TFFC's part to be so
performed or observed or impose any liability on the Trustee or any of the
Secured Parties for any act or omission on the part of TFFC or from any breach
of any representation or warranty on the part of TFFC. TFFC hereby agrees to
indemnify and hold harmless the Trustee, each Noteholder and each Note Owner
(including, in each case, their respective directors, officers, employees and
agents) from and against any and all losses, liabilities (including liabilities
for penalties), claims, demands, actions, suits, judgments, reasonable
out-of-pocket costs and expenses arising out of or resulting from the
assignment granted hereby or by any Assignment Agreement, whether arising by
virtue of any act or omission on the part of TFFC or otherwise, including,
without limitation, the reasonable out-of-pocket costs, expenses, and
disbursements (including reasonable attorneys' fees and expenses) incurred by
the Trustee, any of the Noteholders and any of the Note Owners in enforcing
this Indenture or preserving any of their respective rights to, or realizing
upon, any of the Collateral; provided, however, the foregoing indemnification
shall not extend to any action by the Trustee, a Noteholder or a Note Owner
which constitutes gross negligence or willful misconduct by the Trustee, such
Noteholder or any other Indemnified Person hereunder. The indemnification
provided for in this Section 3.2 shall survive the removal of, or a resignation
by, such Person as Trustee as well as the termination of this Indenture, any
Supplement and/or any Assignment Agreement.

Section 3.3. Performance of Agreement.

Upon the occurrence of a Limited Liquidation Event of Default
or Liquidation Event of Default, promptly following a request from the Trustee
to do so and at Team's expense, TFFC agrees to take all such lawful action as
permitted under this Indenture as the Trustee may request to compel or secure
the performance and observance by: (i) Team or by any party to any TFFC
Agreement or any other Related Document of its obligations to TFFC, and (ii) a
Manufacturer under a Repurchase Program of its obligations to Team, the Lessees
and TFFC, as assignee, in each case in accordance with the applicable terms
thereof, and to

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exercise any and all rights, remedies, powers and privileges lawfully available
to TFFC to the extent and in the manner directed by the Trustee, including,
without limitation, the transmission of notices of default and the institution
of legal or administrative actions or proceedings to compel or secure
performance by Team (or such party to any TFFC Agreement or any other Related
Document) or by a Manufacturer under a Repurchase Program, of their respective
obligations thereunder.

Section 3.4. Further Assurances.

TFFC (a) will from time to time, at the expense of TFFC,
promptly execute and deliver all further instruments and documents, and take
all further action, that may be necessary or desirable (including as may be
reasonably requested by the Trustee or the Servicer), in order to perfect and
protect any security interest granted or purported to be granted hereby or in
any Supplement or to enable the Trustee or the Servicer to exercise and enforce
its rights and remedies hereunder or under any Supplement with respect to any
Collateral, including, without limitation, the execution of Uniform Commercial
Code financing or continuation statements, Certificates of Title, or amendments
or corrections thereto, and (b) hereby authorizes the Trustee to file one or
more financing or continuation statements and Certificates of Title, and
amendments thereto, relative to all or any part of the Collateral without the
signature of TFFC, where permitted by law. A reproduction of this Indenture or
any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law. TFFC agrees that
all Certificates of Title shall be duly noted to show the Lien of the Trustee
and shall be held in safekeeping and otherwise handled as set forth in Section
3.5 hereof.

Section 3.5. Certificates of Title. Team, as Servicer, shall
hold all Certificates of Title, in trust, as agent of, and custodian for, the
Trustee. Team, as Servicer, shall (i) hold all such Certificates of Title,
under lock and key, in a safe fireproof location at one or more of the regional
offices specified in Exhibit G (as the same may be from time to time revised by
the Servicer on 30 days' prior written notice to the parties hereto), and (ii)
not release or surrender any Certificate of Title except in accordance with
this Indenture (and in any event not release or surrender to any Lessee any of
the Certificates of Title other than Certificates of Title as to which the Lien
of the Trustee has been released in accordance with this Indenture).

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Section 3.6. Release of Collateral.

(a) The Trustee hereby grants to the Servicer a power of
attorney, with full power of substitution to take any and all actions, in the
name of the Trustee, (i) to note the Trustee as the holder of a first Lien on
the Certificates of Title, and/or otherwise ensure that the first Lien shown on
any and all Certificates of Title is in the name of the Trustee and (ii) to
release the Trustee's Lien on any Certificate of Title in connection with the
sale or disposition of the related Vehicle permitted pursuant to the provisions
of any of the Leases. Nothing in this Agreement shall be construed as
authorization from the Trustee to the Servicer to release any Lien on the
Certificates of Title except upon compliance with this Agreement.

(b) The Trustee shall have the right to terminate the
power of attorney referred to in Section 3.6(a)(ii) (including the related
power granted under Section 3.7) after the occurrence, and during the
continuance, of an Amortization Event or a Servicer Default by giving written
notice to such effect to the Servicer.

Section 3.7. Power of Attorney. To further evidence the
power of attorney referred to in Section 3.6(a)(ii), the Trustee agrees that
upon request of the Servicer it will execute a separate power of attorney
substantially in the form of Exhibit H.

Section 3.8. Stamp, Other Similar Taxes and Filing Fees.
TFFC and Team shall jointly and severally indemnify and hold harmless the
Trustee and each Noteholder from any present or future claim for liability for
any stamp or other similar tax and any penalties or interest with respect
thereto, that may be assessed, levied or collected by any jurisdiction in
connection with this Indenture or any Collateral. TFFC and Team shall pay, or
reimburse the Trustee for, any and all amounts in respect of, all search,
filing, recording and registration fees, taxes, excise taxes and other similar
imposts that may be payable or determined to be payable in respect of the
execution, delivery, performance and/or enforcement of this Indenture.

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ARTICLE 4.

THE SERVICER

Section 4.1. Acceptance of Appointment and Other Matters
Relating to the Servicer.

(a) Team hereby agrees to act as the initial Servicer
under this Indenture. The Noteholders by their acceptance of the Notes consent
to Team acting as Servicer.

(b) The Servicer shall (i) cause the Trustee to be shown
as the first lienholder on all Certificates of Title with respect to Vehicles
owned by TFFC, (ii) direct payments due under Repurchase Programs in respect of
Repurchase Vehicles (other than Segregated Repurchase Vehicles) to be deposited
into the Collection Account, (iii) direct payments due in connection with any
Non-Repurchase Vehicles to be deposited in the Collection Account, (iv) direct
payments due in connection with any Segregated Repurchase Vehicles to be
deposited in the Collection Account, (v) turn in (or cause to be turned in)
Repurchase Vehicles owned by TFFC (unless previously sold in accordance with
the Related Documents) to the relevant Manufacturer within the Repurchase
Period and comply and cause TFFC (or, if applicable, the Lessees) to comply
with all of their respective obligations under the Repurchase Programs, (vi)
prepare the monthly Fleet Report, the Daily Report, the Monthly Servicer's
Certificate, the Monthly Noteholders' Statement, the Annual Noteholders' Tax
Statement and the Annual Servicer's Certificate, and cause to be furnished the
report required to be delivered pursuant to Section 4.6 hereof, (vii) instruct
the Trustee to make withdrawals and payments from the Collection Accounts in
accordance with the provisions of this Agreement and any related Supplement,
(viii) execute and deliver for the benefit of the Secured Parties any and all
documents with respect to the Vehicles owned by TFFC and the Repurchase
Programs and, to the extent permitted by applicable law, commence enforcement
proceedings with respect to such Repurchase Programs, (ix) release (or cause
the Trustee to release) the Trustee's lien on any Certificate of Title with
respect to any Vehicle in connection with the sale or disposition of such
Vehicle in accordance with the terms of the related Lease and this Indenture,
(x) maintain or cause to be maintained in good repair, working order, and
condition all of the Vehicles owned by TFFC and otherwise service and
administer the Vehicles, and the Servicer shall have full power and authority,
acting alone or through any party properly designated by it hereunder, to do
any and all things in connection with such servicing and administration which
it may deem necessary or desirable to accomplish such servicing and
administrative functions, (xi) hold all Certificates of Title in accordance
with Section 3.5 hereof,

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42

and (xii) perform all its other obligations set forth in this Base Indenture
and the other Related Documents. Without limiting the generality of the
foregoing and subject to Section 4.16 and any limitations set forth in the
applicable Supplement, the Servicer is hereby authorized and empowered:

(i) to instruct the Trustee or Paying Agent, as
applicable, to make withdrawals and payments from the Collection
Accounts in accordance with such instructions as are set forth in this
Indenture and the applicable Supplement,

(ii) to the extent permitted under and in
compliance with applicable laws and regulations, to execute and
deliver, for the benefit of the Noteholders, any and all instruments
necessary or appropriate to commence or maintain enforcement
proceedings with respect to Repurchase Programs or any Enhancement,

(iii) to make any filings, reports, notices,
applications, or registrations with, and to seek any consents or
authorizations from the SEC and any state securities laws authority on
behalf of TFFC as may be necessary or advisable to comply with any
Federal or state securities laws or reporting requirements or laws,
and

(iv) to perform such other functions as are
provided for under this Indenture or any Related Document.

(c) Subject to Section 4.16, the Trustee and the Paying
Agent shall promptly follow the instructions of the Servicer to withdraw funds
from the Collection Accounts and make drawings under any Enhancement, as
provided in the applicable Supplement. The Trustee shall furnish the Servicer
with documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder.

(d) The Servicer shall be obligated to use substantially
the same servicing procedures, offices, employees and amounts for servicing the
Vehicles as those used by the Servicer in connection with servicing other
vehicles, whether for its own account or that of other parties.

(e) The Servicer agrees that if any amounts are received
by the Servicer which pursuant to Section 5.2(a) should, at or before such
time, have been paid to any of the Collection Accounts, such amounts will not
be commingled by the Servicer with any of its other funds or property but will
be held separate and apart therefrom and shall be held in trust by the Servicer
for, and immediately paid over, but in any event within two

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43

Business Days from receipt, to the appropriate Collection Account, with any
necessary endorsement.

Section 4.2. Servicing Compensation.

(a) As compensation for its servicing activities
hereunder and reimbursement for its expenses as set forth in Section 4.2(b),
the Servicer shall be entitled to receive a monthly servicing fee (the "Monthly
Servicing Fee"), payable in arrears on each Distribution Date prior to the
termination of this Indenture pursuant to Section 11.1 in an amount equal to
the sum of the Monthly Servicing Fees for all Series. Except as otherwise
specified in a Supplement, the Monthly Servicing Fee for each Series of Notes
(each, a "Series Monthly Servicing Fee") on each Distribution Date shall be
equal to (i) the portion of the Supplemental Servicing Fee allocated to such
Series of Notes pursuant to the related Supplement, plus (ii) one-twelfth of
the product of (A) the Servicing Fee Percentage for such Series and (B) the
aggregate outstanding principal amount of such Series on the Business Day
preceding such Distribution Date. The Series Monthly Servicing Fee for each
Series shall be paid to the Servicer pursuant to the procedures set forth in
the applicable Supplement. The supplemental servicing fee (the "Supplemental
Servicing Fee") for any period shall be equal to all Carrying Charges for such
period (exclusive of amounts payable under clause (ii) above).

(b) The Servicer's expenses include, and the Servicer
agrees to pay, the amounts due to the Trustee pursuant to Section 10.6, plus
the reasonable fees and disbursements of independent accountants, plus all
other expenses incurred by the Servicer or TFFC in connection with its
activities hereunder or under the Related Documents, and include, without
limitation, all fees and expenses of TFFC provided for in Section 4.12 hereof,
all other fees and expenses whatsoever of TFFC other than interest, and all
Carrying Charges, to the extent not included within the foregoing. The
Servicer, however, shall not be liable for any liabilities, costs or expenses
of TFFC, the Trustee or the Noteholders arising under any tax law, including
without limitation any Federal, state or local income or franchise taxes or any
other tax imposed on or measured by income (or any interest or penalties with
respect thereto or arising from a failure to comply therewith), except to the
extent incurred as a result of the Servicer's violation of the provisions of
this Indenture; provided, however, the foregoing provisions of this sentence
shall not affect the indemnification obligations of Team or the Lessees under
Section 16 of any of the Leases. In the event that the Servicer fails to pay
any amount due to the Trustee pursuant to Section 10.6 hereof, the Trustee will
be

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entitled to receive such amounts due from the Monthly Servicing Fee prior to
payment thereof to the Servicer.

Section 4.3. Representations, Warranties and Covenants of the
Servicer.

The Servicer hereby makes, and any Successor Servicer by its
appointment hereunder shall make, the following representations and warranties
with respect to the issuance of any Series of Notes, as of the related Closing
Date, unless otherwise stated in the Supplement:

(a) Organization and Good Standing. The Servicer is a
corporation duly organized, validly existing and in good standing
under the laws of Delaware, and has full corporate power, authority
and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently
conducted, and to execute, deliver and perform its obligations under
this Indenture, any Supplement and any of the other Related Documents
to which it is a party.

(b) Due Qualification. The Servicer is duly qualified to
do business and is in good standing (or is exempt from such
requirements) as a foreign corporation in any state where such
qualification is necessary in order to perform its obligations as
required by this Indenture, any Supplement and any of the other
Related Documents to which it is a party and has obtained all
necessary licenses and approvals as required under Federal and state
law, and if the Servicer shall be required by any Requirement of Law
to so qualify or register or obtain such license or approval, then it
shall do so except where the failure to obtain such license,
qualification or approval does not materially affect the Servicer's
ability to perform its obligations hereunder.

(c) Due Authorization. The execution, delivery, and
performance of this Indenture, any Supplement and any other Related
Document to which the Servicer is a party, and the consummation of the
transactions provided for hereby and thereby have been duly authorized
by the Servicer by all necessary corporate action on the part of the
Servicer.

(d) Binding Obligation. This Indenture, any Supplement
and any other Related Document to which the Servicer is a party
constitute (or, in the case of any Supplement, will upon due execution
constitute) legal, valid and binding obligations of the Servicer,
enforceable in accordance with their terms, subject to applicable

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bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereinafter in effect, affecting the enforcement of
creditors' rights in general and except as such enforceability may be
limited by general principles of equity (whether considered in a
proceeding at law or in equity).

(e) No Violation. The execution and delivery by the
Servicer of this Indenture, any Supplement and any other Related
Document to which the Servicer is a party, and the performance of the
transactions contemplated hereby and thereby and the fulfillment of
the terms thereof applicable to the Servicer, will not conflict with,
violate, result in any breach of any of the terms and provisions of,
or constitute with or without notice or lapse of time or both) a
material default under, any Requirement of Law applicable to the
Servicer or any material indenture, contract, agreement, mortgage,
deed of trust or other instrument to which the Servicer is a party or
by which it is bound.

(f) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of the Servicer,
threatened against the Servicer before any court, regulatory body,
administrative agency or other tribunal or governmental
instrumentality seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Indenture
or any Supplement, seeking any determination or ruling that, in the
reasonable judgment of the Servicer, would materially and adversely
affect the performance by the Servicer of its obligations under this
Indenture, any Supplement or any other Related Document to which the
Servicer is a party, or seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of this
Indenture, any Supplement or any other Related Document to which the
Servicer is a party or the federal or state income, excise, franchise
or similar tax attributes of the Notes.

(g) Compliance with Requirements of Law. The Servicer
shall maintain in effect all material qualifications required under
Requirements of Law in order to perform its obligations hereunder and
will comply in all material respects with all other Requirements of
Law, the failure to comply with which would have a material adverse
effect on the Noteholders.

(h) All Consents Required. All approvals,
authorizations, consents, orders or other actions of any Person or of
any governmental body or official required in connection with the
execution and delivery by the Servicer

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46

of this Indenture, the performance by the Servicer of the transactions
contemplated by this Indenture and the fulfillment by the Servicer of
the terms hereof, have been obtained, except such as are required by
state securities or "Blue Sky" laws in connection with the
distribution of the Notes.

Section 4.4. Reports and Records for the Trustee.

(a) Daily Reports. On each Business Day commencing on
the initial Closing Date, the Servicer shall prepare and maintain at the office
of the Servicer a record (each, a "Daily Report") setting forth (i) the
aggregate amount of payments received from Manufacturers under Repurchase
Programs related to the Repurchase Vehicles and deposited in the Repurchase
Collection Account, (ii) the aggregate amount of payments received with respect
to the Non- Repurchase Vehicles and deposited in the Non-Repurchase Collection
Account, (iii) the aggregate amount of payments received with respect to
Segregated Repurchase Vehicles and deposited in the Collection Account, and
(iv) the aggregate amount of other Collections processed by the Servicer on the
immediately preceding Business Day. Within one Business Day after request
therefor is made by the Trustee, the Servicer shall deliver a copy of the Daily
Report for any Business Day to the Trustee.

(b) Monthly Servicer's Certificate. On each
Determination Date, the Servicer shall forward to TFFC, the Trustee, the Paying
Agent, the Rating Agencies and any applicable Credit Enhancement Provider, an
Officers' Certificate of the Servicer substantially in the form of Exhibit B
(each, a "Monthly Servicer's Certificate") setting forth, inter alia, the
following information (which, in the cases of clauses (iii), (iv) and (v)
below, will be expressed as a dollar amount per $1,000 of the original
principal amount of such Notes): (i) the aggregate amount of payments received
from the Manufacturers under Repurchase Programs and deposited in the
Repurchase Collection Account, the aggregate amount of payments received in
connection with the Non-Repurchase Vehicles and deposited in the Non-
Repurchase Collection Account, the aggregate amount of payments received in
connection with the Segregated Repurchase Vehicles and deposited in the
Collection Account and the aggregate amount of other Collections processed for
the Related Month with respect to such Determination Date; (ii) the Invested
Percentage on the last day of the Related Month of each Series of Notes; (iii)
for each Series, the total amount to be distributed to Noteholders on the next
succeeding Distribution Date; (iv) for each Series, the amount of such
distribution allocable to principal on the Notes; (v) for each Series, the
amount of such distribution allocable to interest on the Notes; (vi) for each
Series, the amount of

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47

Enhancement used or drawn in connection with the distribution to Noteholders of
such Series on the next succeeding Distribution Date, together with the
aggregate amount of remaining Enhancement not theretofore used or drawn; (vii)
for each Series, the Series Monthly Servicing Fee for the next succeeding
Distribution Date; (viii) for each Series, the existing Carryover Controlled
Amortization Amount, if any; (ix) the Pool Factor with respect to such Related
Month; (x) a list of all Vehicles owned by TFFC at the close of business on the
last day of the Related Month; (xi) the Aggregate Asset Amount at the close of
business on the last day of the Related Month; (xii) if Enhancement is provided
for any Series of Notes by means of overcollateralization, the amount of
recoveries and losses for the Related Month and the amount of any excess funds
available for such overcollateralization; (xiii) the Liquidity Amount; (xiv)
the existence of any Series 1996-1 Credit Support Deficiency; and (xv) whether,
to the knowledge of the Servicer, any Lien exists on any of the Collateral
(other than Liens granted pursuant to this Indenture and the other Related
Documents or permitted thereunder). The Trustee shall be under no duty to
recalculate, verify or recompute the information supplied to it under this
Section 4.4.

(c) Servicer's Fleet Report. On or before each
Determination Date, the Servicer shall furnish to the Trustee a report (which
may be on diskette, magnetic tape or other electronic medium) (each, a "Fleet
Report") showing as of the last day of the Related Month (i) the vehicle
identification numbers with respect to all Vehicles owned by TFFC; (ii) the
Capitalized Cost of Vehicles that are Manufacturer Acquired Vehicles, the Net
Book Value at the time of acquisition of Repurchase Vehicles that are Team
Acquired Vehicles and Auction Acquired Vehicles and the Non- Repurchase Vehicle
Acquisition Price of all Non-Repurchase Vehicles that are Team Acquired
Vehicles and Auction Acquired Vehicles; (iii) the Net Book Value of such
Vehicles that are Repurchase Vehicles and the Non-Repurchase Vehicle Value of
such Vehicles that are Non-Repurchase Vehicles, in each case as of the end of
the Related Month; (iv) those Vehicles that have been turned back to
Manufacturers or delivered to an authorized auction pursuant to the applicable
Repurchase Program during the Related Month; (v) Vehicles that have become
Casualties during the Related Month; (vi) the Net Book Value of Repurchase
Vehicles that have become Casualties and the Non-Repurchase Vehicle Value of
Non-Repurchase Vehicles that have become Casualties, in each case as of the
date immediately preceding the date on which such Vehicles became Casualties;
(vii) the aggregate Repurchase Prices and Guaranteed Payments scheduled to be
received by TFFC during the Related Month from the Manufacturers; (viii) the
Disposition Proceeds of Non-Repurchase Vehicles sold or delivered to auction
pursuant to a Non-Repurchase Vehicle Lease during the Related Month; (ix) the

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48

aggregate Depreciation Charges for all Vehicles continuing in the possession of
TFFC; (x) the total amount of Rent being paid on such date under each of the
Leases; (xi) information with respect to each Lessee necessary to compute the
Aggregate Asset Amount as of the end of the Related Month; (xii) the charges
owing from and credits due to the Lessees pursuant to each of the Leases; and
(xiii) those Repurchase Vehicles that are Segregated Repurchase Vehicles. The
Trustee shall make the Fleet Report available for inspection by any Noteholder
at the Corporate Trust Office, during normal business hours, upon such
Noteholder's written request.

(d) Monthly Noteholders' Statement. On or before each
Distribution Date, the Servicer shall furnish to the Trustee and each
Noteholder which requests a copy thereof a Monthly Noteholders' Statement.

(e) Notice of Amortization Events and Defaults. Promptly
upon becoming aware of any Potential Amortization Event or Amortization Event
or any default under this Indenture or any Related Document, the Servicer shall
give the Trustee and each Noteholder which requests a copy thereof, each
Enhancement Provider and the Rating Agencies notice thereof.

(f) Electronic Data. On or before each Determination
Date, the Servicer shall furnish to the Trustee, on diskette, magnetic tape or
other electronic medium, the data in respect of the Vehicles and each of the
Leases used by the Servicer in performing its obligations as Servicer hereunder
and under each of the Leases during the Related Month.

Section 4.5. Annual Servicer's Certificate.

The Servicer will deliver to TFFC, the Trustee, each
Noteholder which requests a copy thereof, the Paying Agent, any applicable
Credit Enhancement Provider, and the Rating Agencies on or before April 15 of
each calendar year, beginning with April 15, 1997, an Officers' Certificate
substantially in the form of Exhibit C (each, an "Annual Servicer's
Certificate") (a) stating that a review of the activities of the Servicer
during the preceding calendar year (or during the initial period from the
initial Closing Date until April 15, 1997) and of its performance under this
Indenture and the other Related Documents to which the Servicer is a party was
made under the supervision of the officers signing such certificate, (b)
stating that to the best of such officers' knowledge, based on such review,
either there has occurred no event which, with the giving of notice or passage
of time or both, would constitute a Servicer Default and the Servicer has fully
performed all its obligations under this Indenture and such other Related
Documents throughout such year,

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49

or, if there has occurred such event or an Amortization Event, specifying each
such event known to such officers and the nature and status thereof, and (c)
stating (and containing an Opinion of Counsel to the effect) that all necessary
Uniform Commercial Code continuation statements and other Uniform Commercial
Code filings have been completed (including, without limitation, any
"precautionary filings" made by the Lessees in favor of the Lessor), all
necessary Repurchase Program Collateral Assignment Agreements have been
executed and delivered pursuant to Section 8.14(a) hereof, and all other
actions, if any, required to maintain the perfected security interest of the
Trustee in the Collateral, have been taken and that the Trustee continues to
have a perfected security interest in the Collateral. A copy of such
certificate may be obtained by any Noteholder by a request in writing to the
Trustee addressed to the Corporate Trust Office.

Section 4.6. Annual Servicing Report.

On or before April 15 of each calendar year, beginning with
April 15, 1997, the Servicer shall cause one of the Big Six Accounting Firms
(who may also render other services to the Servicer) to furnish a report to
TFFC, the Trustee, each Noteholder which requests a copy thereof, the Rating
Agencies and any Enhancement Provider to the effect that (i) they have compared
the mathematical calculations of each amount set forth in the monthly
certificates forwarded by the Servicer pursuant to Section 4.4(b) of this
Indenture during the period covered by such report (which shall be the period
from January 1 to and including December 31 of the prior calendar year or for
the calendar year ending December 31, 1996 from the initial Closing Date to
December 31, 1996) with the Servicer's computer reports which were the source
of such amounts and that on the basis of such comparison, such accountants are
of the opinion that such amounts are in agreement, except for such exceptions
as they believe to be immaterial and such other exceptions as shall be set
forth in such statement and (ii) they have examined certain documents and the
records relating to the servicing of the Vehicles under this Indenture and the
other Related Documents to which the Servicer is a party and that, on the basis
of such examination, nothing has come to the attention of such accountants that
would cause such accountants to believe that such servicing (including the
allocations of Collections under the Indenture) has not been completed in
compliance with the terms and conditions set forth in Section 3.5, Section 3.6,
Section 4.1, Section 4.4, Article 5 and Section 6.4 of this Indenture, the
terms and conditions of any Supplement, and the terms and conditions of each of
the Leases except for (a) such exceptions as such accountants believe to be
immaterial and (b) such other exceptions as shall be set forth in such report.
A

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50

copy of such report may be obtained by any Noteholder by a request in writing
to the Trustee addressed to the Corporate Trust Office.

Section 4.7. Tax Treatment.

TFFC has structured this Indenture and the Notes have been (or
will be) issued with the intention that the Notes will qualify under applicable
tax law as indebtedness of TFFC and any entity acquiring any direct or indirect
interest in any Note by acceptance of its Notes (or, in the case of a Note
Owner, by virtue of such Note Owner's acquisition of a beneficial interest
therein) agrees to treat the Notes (or beneficial interests therein) for
purposes of Federal, state and local and income or franchise taxes and any
other tax imposed on or measured by income, as indebtedness of TFFC. Each
Noteholder agrees that it will cause any Note Owner acquiring an interest in a
Note through it to comply with this Indenture as to treatment as indebtedness
for such tax purposes.

Section 4.8. Notices to Team.

In the event that Team is no longer acting as Servicer, any
Successor Servicer appointed pursuant to Section 4.17 shall deliver or make
available to Team and TFFC each certificate and report required to be prepared,
forwarded or delivered thereafter pursuant to Sections 4.4, 4.5 and 4.6.

Section 4.9. Liability of the Servicer.

The Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically undertaken by the Servicer in such
capacity herein.

Section 4.10. Merger or Consolidation of, or Assumption of
the Obligations of, the Servicer.

The Servicer shall not consolidate with or merge into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

(i) the corporation formed by such consolidation or into
which the Servicer is merged or the Person which acquires by
conveyance or transfer the properties and assets of the Servicer
substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America or any State
or the District of Columbia, and, if the Servicer is not the surviving
entity, shall expressly assume, by an agreement supplemental hereto,

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51

executed and delivered to the Trustee, the performance of every
covenant and obligation of the Servicer hereunder;

(ii) the Servicer has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and such supplemental
agreement comply with this Section 4.10 and that all conditions
precedent herein provided for relating to such transaction have been
complied with and the Opinion of Counsel further stating that the
assumption of the performance of every covenant and obligation of the
Servicer by such Person is a legal, valid and binding obligation of
such Person; and

(iii) the Rating Agency Condition shall have been
satisfied.

Section 4.11. Limitation on Liability of the Servicer and
Others.

The directors, officers, employees or agents of the Servicer
shall not be under any liability to TFFC, the Trustee, the Noteholders, any
Enhancement Provider or any other Person hereunder or pursuant to any document
delivered hereunder, it being expressly understood that all such liability is
expressly waived and released as a condition of, and as consideration for, the
execution of this Indenture and any Supplement and the issuance of the Notes.
Except as provided in Section 4.12, any other provision of this Base Indenture
or any other Related Document, and except for its negligence or willful
misconduct, the Servicer shall not be under any liability to TFFC, the Trustee,
the Noteholders or any other Person for any action taken or for refraining from
the taking of any action in its capacity as Servicer pursuant to this Indenture
or any Supplement whether arising from express or implied duties under this
Indenture or any Supplement. The Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
other than the Servicer respecting any matters arising hereunder. The Servicer
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties under this Indenture or any
Supplement which in its reasonable opinion may involve it in any expense or
liability.

Section 4.12. Indemnification of TFFC and the Trustee.

The Servicer shall indemnify and hold harmless TFFC, the
Noteholders, the Note Owners, and the Trustee (and their respective officers,
directors, employees and agents) from and against any loss, liability, expense,
damage or injury suffered

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52

or sustained by reason of, or arising out of or in connection with: (i) any
acts or omissions of the Servicer pursuant to this Indenture and any Supplement
and (ii) the Trustee's appointment hereunder and the Trustee's performance of
its obligations under this Indenture, any Supplement, or any document
pertaining to any of the foregoing to which the Trustee is a signatory,
including, but not limited to any judgment, award, settlement, reasonable
attorneys' fees and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim; provided,
however, the Servicer shall have no duty to indemnify the Trustee to the extent
such loss, liability, expense, damage or injury suffered or sustained is due to
the Trustee's negligence or willful misconduct. Any such indemnification shall
not be payable from the assets of TFFC. The provisions of this indemnity shall
run directly to and be enforceable by an injured party subject to the
limitations hereof. The indemnification provided for in this Section 4.12
shall survive the termination of, or a resignation by, such Person as Servicer
as well as the termination of this Indenture, any Supplement or any other
document to which the Trustee is a signatory or the resignation or removal of
the Trustee.

Section 4.13. The Servicer Not to Resign.

(a) The Servicer shall not resign from the obligations
and duties hereby imposed on it as such except:

(i) upon determination that (x) the performance
of its duties hereunder is or becomes impermissible under applicable
law and (y) there is no reasonable action which the Servicer could
take to make the performance of its duties hereunder permissible under
applicable law, or

(ii) upon the satisfaction of the following
conditions: (a) the assumption, by an agreement supplemental hereto,
executed by and delivered to the Trustee, of the obligations and
duties of the Servicer hereunder by the proposed successor Servicer,
(b) the written confirmation by the Rating Agencies that the then
current rating of any Series of Notes then outstanding will not,
solely as a result of such transfer, be reduced or withdrawn, and (c)
the delivery to the Trustee of an Opinion of Counsel substantially to
the effect that such transfer will not adversely affect the treatment
of any Series of Notes then outstanding after such transfer as debt
for Federal and Virginia state income tax purposes.

Any determination pursuant to clause (a)(i) of this Section permitting the
resignation of the Servicer shall be evidenced as

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53

to clause (a)(i) of this Section by an Opinion of Counsel to such effect
delivered to the Trustee.

(b) Upon the satisfaction of the preceding conditions set
forth in clause (a)(i) or (a)(ii) above, the Servicer shall notify the Trustee
of its intent to resign ("Resignation Notice"). Notwithstanding anything in
this Indenture or any Supplement to the contrary, any Successor Servicer
appointed under Section 4.13(a)(ii) shall be deemed to be a Successor Servicer
as defined hereunder. No such resignation shall become effective until the
Trustee or its duly appointed agent (which may not be the outgoing Servicer) or
a Successor Servicer shall have assumed the responsibilities and obligations of
the Servicer in accordance with Section 4.17 hereof. If the Trustee is unable
within 120 days of the date of such determination to appoint a Successor
Servicer, the Trustee or its duly appointed agent (which may not be the
outgoing Servicer) shall serve as Successor Servicer hereunder but the Trustee
shall have continued authority to appoint another Person as Successor Servicer.

Section 4.14. Access to Certain Documentation and Information
Regarding the Collateral.

The Servicer shall provide to the Trustee reasonable access to
the documentation regarding the Collateral, such access being afforded without
charge but only (i) upon reasonable request, (ii) during normal business hours,
(iii) subject to the Servicer's normal security and confidentiality procedures
and (iv) at offices in the continental United States designated by the Servicer
which, if they are not the offices where such documentation normally is kept,
shall be accessible without unreasonable effort or expense.

In addition, commencing on the date ten (10) days after the
date that the Servicer receives from any Note Owner a written request therefor,
which request shall (x) contain a certification of such Note Owner that such
person is a Note Owner and (y) provide an address for delivery, then and
thereafter, unless and until the Servicer receives from such Note Owner a
request to discontinue same, the Servicer shall deliver the information
specified below directly to such Note Owner (and, if requested, to one other
person as may be specified in such Note Owner's written request) substantially
concurrently with the delivery by the Servicer of such information to any of
the Trustee, any Noteholder or the Issuer, provided, however, if the Servicer
is not otherwise obligated hereunder to deliver such information to the
Trustee, any Noteholder or the Issuer on a periodic basis, then, unless
otherwise specified below, the Servicer shall deliver the following information
to such Note Owner on a monthly

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54

basis on the same date as the date on which the Monthly Servicer's Certificate
is delivered:

(i) the Monthly Servicer's Certificate;

(ii) the Monthly utilization rate of the Vehicles, the
Monthly revenue per Vehicle for the Related Month
and the preceding Related Month, and the average
age of TFFC's fleet;

(iii) copies of any new Repurchase Programs entered into
by TFFC during the Related Month;

(iv) a statement as to whether a Manufacturer Event of
Default or Lease Event of Default occurred during
the Related Month;

(v) any financial reports required to be delivered
under the Lease, including each Annual Report, on
Form 10-K of the Guarantor, each Quarterly Report
on Form 10-Q of the Guarantor and each Report on
Form 8-K of the Guarantor;

(vi) the Annual Servicer's Certificate;

(vii) the Annual Servicing Report;

(viii) within ten (10) days after written request, such
other information as is reasonably requested by
such Note Owner in order to satisfy any regulatory
requirements of such Note Owner; and

(ix) copies of any reports required to be delivered by
any Lessee to the Lessor under any of the Leases.

Section 4.15. Delegation of Duties.

It is understood and agreed by the parties hereto that the
Servicer may, in the ordinary course of business, at any time delegate any
duties hereunder to any Person who agrees to conduct such duties in accordance
with the terms hereof. The fees of any Person to whom such duties are
delegated shall be for the account of the Servicer and shall not be included
within any Supplemental Servicing Fee. Any such delegation shall not relieve
the Servicer of its liability and responsibility with respect to such duties,
and shall not constitute a resignation within the meaning of Section 4.13
hereof. If any such delegation occurs, notification thereof shall be given to
any Enhancement Provider, the Trustee, the Paying Agent and the Rating
Agencies.

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55

Section 4.16. Servicer Defaults. (a) Except as otherwise
provided in the Supplement for any Series of Notes, if any one of the following
events (each, a "Servicer Default") shall occur and be continuing:

(i) failure by the Servicer to make any payment,
transfer or deposit or to give instructions or to give notice to the
Trustee to make such payment, transfer or deposit or to give notice to
the Trustee as to any required drawing or payment under any
Enhancement on or before the date occurring five days after the date
such payment, transfer or deposit or such instruction or notice is
required to be made or given, as the case may be, under the terms of
this Indenture or any Supplement;

(ii) (A) the failure on the part of the Servicer duly
to observe or perform any covenant or agreement set forth in Section
4.3(b) or 4.3(g) hereof, or (B) failure on the part of the Servicer
duly to observe or perform any other covenants or agreements of the
Servicer set forth herein or in any Supplement which has a material
adverse effect on the Noteholders, and which in the case of either
clause (A) or clause (B) continues unremedied for a period of 30 days
after the earlier of (1) the date on which a Responsible Officer of
the Servicer obtains knowledge of such failure or (2) the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Trustee or to
the Servicer and the Trustee by the Required Noteholders of any Series
of Notes adversely affected thereby; provided, however, that if such
failure cannot reasonably be cured within such thirty (30) day period,
no Servicer Default shall result therefrom so long as, within such
thirty (30) day period, the Servicer (x) commences to cure same, (y)
delivers written notice to the Trustee notifying the Trustee of such
failure and setting forth the steps the Servicer intends to take in
order to cure such failure, and (z) thereafter diligently prosecutes
such cure to completion and completely cures such failure on or before
the fiftieth (50th) day after the earlier of the dates set forth in
clause (1) and clause (2) above;

(iii) the Servicer shall assign its duties under this
Indenture, except as permitted by Sections 4.10 or 4.15 of this
Indenture;

(iv) (A) any representation or warranty contained in Section
4.3(f) hereof shall prove to have been incorrect when made and shall
continue to be incorrect for a period of thirty (30) days after the
earlier of (1) the date a

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56

Responsible Officer of the Servicer obtains knowledge thereof or (2)
the date on which written notice thereof, requiring the same to be
remedied, shall have been given to the Servicer by the Trustee, or to
the Servicer and the Trustee by the Required Noteholders of any Series
of Notes adversely affected thereby; provided, however, that if such
failure cannot reasonably be cured within such thirty (30) day period,
no Servicer Default shall result therefrom so long as, within such
thirty (30) day period, the Servicer (x) commences to cure same, (y)
delivers written notice to the Trustee notifying the Trustee of such
failure and setting forth the steps the Servicer intends to take in
order to cure such failure, and (z) thereafter diligently prosecutes
such cure to completion and completely cures such failure on or before
the fiftieth (50th) day after the earlier of the dates set forth in
clause (1) and clause (2) above, or (B) any other representation,
warranty or certification made by the Servicer in this Indenture or
any Supplement or in any certificate delivered pursuant to this
Indenture or any Supplement shall prove to have been incorrect when
made, which has a material adverse effect on the rights of the
Noteholders of any Series of Notes and which material adverse effect
continues for a period of thirty (30) days after the date on which
written notice thereof, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee, or to the Servicer and the
Trustee by the Required Noteholders of any Series of Notes adversely
affected thereby; or

(v) an Event of Bankruptcy shall occur with respect to
the Servicer;

then, in the event of any Servicer Default, so long as the Servicer Default
shall not have been remedied, either the Trustee, or the Required Beneficiaries
by notice then given in writing to the Servicer (and to the Trustee if given by
the Noteholders) (a "Termination Notice"), may terminate all but not less than
all of the rights and obligations of the Servicer as Servicer under this
Indenture (other than any indemnities which by their terms survive any such
termination).

(b) After receipt by the Servicer of a Termination
Notice, and on the date that a Successor Servicer shall have been appointed by
the Trustee pursuant to Section 4.17 of this Indenture, all authority and power
of the Servicer under this Indenture shall pass to and be vested in a Successor
Servicer (a "Service Transfer"); and, without limitation, the Trustee is hereby
authorized and empowered (upon the failure of the Servicer to cooperate) to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, all documents and other

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57

instruments upon the failure of the Servicer to execute or deliver such
documents or instruments, and to do and accomplish all other acts or things
necessary or appropriate to effect the purposes of such Service Transfer.

(c) The Servicer agrees to cooperate with the Trustee
and such Successor Servicer in effecting the termination of the
responsibilities and rights of the Servicer to conduct servicing hereunder,
including, without limitation, the transfer to such Successor Servicer of (i)
all authority to service the Vehicles provided for under this Indenture, (ii)
all authority over all Collections which shall on the date of transfer be held
by the Servicer for deposit, or which have been deposited by the Servicer in
the Collection Accounts, or which shall thereafter be received with respect to
the Vehicles, and (iii) all authority to direct the Trustee with respect to the
allocation of payments received from Manufacturers pursuant to Repurchase
Programs. The Servicer shall promptly transfer its electronic records relating
to the Vehicles to the Successor Servicer in such electronic form as the
successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all of its records, correspondence and documents necessary
for the continued servicing of the Vehicles in the manner and at such times as
the Successor Servicer shall reasonably request. To the extent that the
compliance with this Section 4.16 shall require the Servicer to disclose to the
Successor Servicer information of any kind which the Servicer reasonably deems
to be confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall
reasonably deem necessary to protect its interest.

Section 4.17. Trustee to Act; Appointment of Successor.

(a) On and after the receipt by the Servicer of a
Termination Notice pursuant to Section 4.16 or receipt by the Trustee of a
Resignation Notice pursuant to Section 4.13, the Servicer shall continue to
perform all servicing functions under this Indenture until a Successor Servicer
shall have been appointed or in the case of a Termination Notice, until the
date specified in the Termination Notice or agreed upon by the Servicer and
Trustee. The Trustee shall as promptly as possible after the receipt of a
Resignation Notice or the giving of a Termination Notice, with the consent of
any Enhancement Provider (unless the applicable Supplement specifies
otherwise), which consent shall not be unreasonably withheld, appoint a
successor servicer (the "Successor Servicer"), and such Successor Servicer
shall accept its appointment by a written assumption in a form acceptable to
the Trustee. Within one year after the Successor Servicer appointed by the
Trustee accepts its appointment, the

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58

Required Beneficiaries may appoint a Successor Servicer to replace the
Successor Servicer appointed by the Trustee. In the event that a Successor
Servicer has not been appointed or has not accepted its appointment at the time
when the Servicer ceases to act as Servicer (whether pursuant to Section 4.16
or Section 4.13), the Trustee without further action shall automatically be
appointed the Successor Servicer. The Trustee, as Successor Servicer, may
delegate any of its servicing obligations to an affiliate or agent in
accordance with Section 4.15 hereof. Notwithstanding the above, the Trustee
shall, if it is legally unable so to act or is unwilling so to act, petition a
court of competent jurisdiction to appoint a Successor Servicer as the
Successor Servicer hereunder, in which event the Trustee shall act as Servicer
until the Successor Servicer is appointed. The Trustee shall immediately give
notice to the Rating Agencies upon the appointment of a Successor Servicer.

(b) Upon its appointment, the Successor Servicer shall
be the successor in all respects to the Servicer with respect to servicing
functions under this Indenture and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof, and all references in this
Indenture to the Servicer shall be deemed or refer to the Successor Servicer
except for the references in Sections 4.12 and 10.6 hereof which shall continue
to refer to Team as well as to the Successor Servicer; provided, however, that
(i) Team shall not indemnify the Trustee if the acts, omissions or alleged acts
or omissions upon which a claim for indemnification arises pursuant to Section
4.12 hereof constitute fraud, negligence, breach of fiduciary duty or
misconduct by a Successor Servicer (which obligation shall be assumed by the
Successor Servicer) and (ii) Team shall not pay or reimburse the Trustee
pursuant to Section 10.6 hereof for any expense, reimbursement or advance of
the Trustee related to or arising as a result of the negligence or bad faith of
the Successor Servicer (which obligation shall be assumed by the Successor
Servicer). The Successor Servicer shall expressly be authorized, subject to
Section 4.15 hereof, to delegate any of its duties hereunder to Team on and
after the date any such Successor Servicer is appointed pursuant to this
Article 4. Any Successor Servicer, by its acceptance of its appointment, will
automatically agree to be and by the terms and provisions of any agreement
under which an Enhancement Provider agrees to provide Enhancement for a Series.

(c) In connection with any Termination Notice, the
Trustee will review any bids which it obtains and shall be permitted to appoint
any successor servicer submitting such a bid is a Successor Servicer for
servicing compensation not in excess of the Monthly Servicing Fee pursuant to
Section 4.2(a).

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59

(d) All authority and power granted to the Successor
Servicer under this Indenture shall automatically cease and terminate upon
termination of this Indenture pursuant to Section 11.1, and shall pass to and
be vested in TFFC and, without limitation, TFFC is hereby authorized and
empowered to execute and deliver, on behalf of the Successor Servicer, as
attorney-in-fact or otherwise, all documents and other instruments, and to do
and accomplish all other acts or things necessary or appropriate to effect the
purposes of such transfer of servicing rights. The Successor Servicer agrees
to cooperate with TFFC in effecting the termination of the responsibilities and
rights of the Successor Servicer. The Successor Servicer shall transfer its
electronic records relating to the Vehicles to TFFC in such electronic form as
TFFC may reasonably request and shall transfer all Certificates of Title held
by the Servicer and shall transfer all other records, correspondence and
documents to TFFC in the manner and at such times as TFFC shall reasonably
request. To the extent that compliance with this Section 4.17 shall require
the Successor Servicer to disclose to TFFC information of any kind which the
Successor Servicer deems to be confidential, TFFC shall be required to enter
into such customary licensing and confidentiality agreements as the Successor
Servicer shall deem necessary to protect its interests.

Section 4.18. Notification to Noteholders.

Upon the occurrence of any Servicer Default, the Servicer
shall give prompt written notice thereof to TFFC, the Trustee and the Rating
Agencies and the Trustee shall give notice to the Noteholders at their
respective addresses appearing in the Note Register. Upon any termination or
appointment of a Successor Servicer pursuant to this Article 4, the Trustee
shall give prompt written notice thereof to the Rating Agencies and to
Noteholders at their respective addresses appearing in the Note Register.

Section 4.19. Waiver of Past Defaults.

Noteholders owning an aggregate principal amount of Notes in
excess of 66-2/3% of the aggregate principal amount of all Outstanding Notes
(including all Segregated Series of Notes), on behalf of all Noteholders, may
waive any default by the Servicer in the performance of its obligations
hereunder and its consequences except for a default in the failure to make any
required deposits or payments of interest or principal with respect to any
Series of Notes. Upon any such waiver of a past default, such default shall
cease to exist, and any default arising therefrom shall be deemed to have been
remedied for every purpose of this Indenture. No such waiver shall extend to
any

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subsequent or other default or impair any right consequent thereon except to
the extent expressly so waived.

ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1. Collection Account.

(a) Establishment of Collection Account. (i) The
Trustee shall establish and maintain in the name of the Trustee for the benefit
of the Secured Parties, or cause to be established and maintained, an account
(the "Collection Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Secured Parties. The
Collection Account shall be maintained (i) with a Qualified Institution, or
(ii) as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Collection Account. If the
Collection Account is not maintained in accordance with the previous sentence,
then within 10 Business Days after obtaining knowledge of such fact, the
Trustee shall establish a new Collection Account which complies with such
sentence and transfer into the new Collection Account all cash and investments
from the non-qualifying Collection Account. Initially, the Collection Account
will be established with the Trustee.

(ii) The Servicer will instruct the Trustee as to which
account formed pursuant to this Indenture and any Series Supplement shall be
credited with respect to Collections and other funds which are to be deposited
for such Series of Notes.

(b) Establishment of Team Distribution Account. The
Trustee shall establish and maintain in the name of Team, for the benefit of
Team in its capacity as Team Interestholder, or cause to be established and
maintained, an account (the "Team Distribution Account") bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
Team, in its capacity as Team Interestholder. Unless otherwise instructed by
TFFC, the Team Distribution Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Team Distribution
Account. If the Team Distribution Account is not maintained in accordance with
the previous sentence, then within 10 Business Days after obtaining knowledge
of such fact, the Trustee shall establish a new Team Distribution Account which

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complies with such sentence and transfer into the new Team Distribution Account
all cash and investments from the non- qualifying Team Distribution Account.
Initially, the Team Distribution Account will be established with the Trustee.

(c) Establishment of Additional Accounts. To the
extent specified in the Supplement with respect to any Series of Notes, the
Trustee may establish and maintain one or more additional accounts and/or
administrative sub-accounts to facilitate the proper allocation of Collections
in accordance with the terms of such Supplement.

(d) Administration of the Collection Accounts. The
Servicer shall instruct each institution maintaining a Collection Account to
invest funds on deposit in such Collection Account at all times in Permitted
Investments; provided, however, that any such investment shall mature not later
than the Business Day prior to the Distribution Date following the date on
which such funds were received, unless any Permitted Investment held in such
Collection Account is held with the Paying Agent, in which event such
investment may mature on such Distribution Date and such funds shall be
available for withdrawal on or prior to such Distribution Date. The Trustee
shall hold, for the benefit of the Secured Parties, possession of the
negotiable instruments or securities evidencing the Permitted Investments
described in clause (i) of the definition thereof from the time of purchase
thereof until the time of maturity.

(e) Administration of the Team Distribution Account.
Unless otherwise instructed by the Team Interestholder at any time and from
time to time, the Servicer shall instruct the institution maintaining the Team
Distribution Account to invest funds on deposit in the Team Distribution
Account at all times in Permitted Investments. Unless otherwise instructed by
the Team Interestholder at any time, the Trustee shall hold, for the benefit of
the Team Interestholder, possession of any negotiable instruments or securities
evidencing the Permitted Investments from the time of purchase thereof until
the time of maturity.

(f) Earnings from Collection Accounts. Subject to the
restrictions set forth above, the Servicer shall have the authority to instruct
the Trustee with respect to the investment of funds on deposit in the
Collection Accounts. All interest and earnings (net of losses and investment
expenses) on funds on deposit in a Collection Account shall be deemed to be
available and on deposit for distribution from such account.

(g) Earnings from Team Distribution Account. Subject
to the restrictions set forth above, the Servicer shall have the authority to
instruct the Trustee with respect to the

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investment of funds on deposit in the Team Distribution Account. All interest
and earnings (net of losses and investment expenses) on funds on deposit in the
Team Distribution Account shall be deemed to be available and on deposit for
distribution.

Section 5.2. Collections and Allocations.

(a) Collections in General. Until this Indenture is
terminated pursuant to Section 11.1, TFFC and the Servicer shall (i) cause all
Repurchase Collections due and to become due to TFFC (A) from the Manufacturers
pursuant to Repurchase Programs to be paid directly to the Collection Account
at such times as such amounts are due under such Repurchase Programs, (B) under
the Repurchase Vehicle Lease to be paid directly to the Collection Account at
such time as such amounts are due under the Repurchase Vehicle Lease, and (C)
from any other source in respect of Repurchase Vehicles leased under the
Repurchase Vehicle Lease to be paid directly to the Collection Account at such
times as such amounts are due, (ii) cause all Non-Repurchase Collections due
and to become due to TFFC (A) under any Non-Repurchase Vehicle Lease to be paid
directly to the Collection Account at such time as such amounts are due under
such Non-Repurchase Vehicle Lease and (B) from any other source in respect of
Non-Repurchase Vehicles to be paid directly to the Collection Account at such
times as such amounts are due and (iii) cause all Segregated Repurchase
Collections due and to become due to TFFC (A) under any Non-Repurchase Vehicle
Lease to be paid directly to the Collection Account at such time as such
amounts are due under such Non-Repurchase Vehicle Lease and (B) from any other
source in respect of Segregated Repurchase Vehicles to be paid directly to the
Collection Account at such times as such amounts are due. All amounts on
deposit in the Collection Account shall be allocated and distributed to the
Noteholders and the Team Interestholder as provided herein. All monies,
instruments, cash and other proceeds received by the Trustee pursuant to this
Indenture shall be immediately deposited in the Collection Account and shall be
applied as provided in this Article 5.

(b) Disqualification of Institution Maintaining
Collection Account. In the event that a Qualified Institution maintaining the
Collection Account ceases to be such, then, upon the occurrence of such event
and the establishment of a new Collection Account, as appropriate, with a
Qualified Institution pursuant to Section 5.1(a) and thereafter, the Servicer
and TFFC shall deposit or cause to be deposited all Collections as set forth in
Section 5.2(a) into such new Collection Account, and in no such event shall the
Servicer or an Affiliate of the Servicer deposit any Collections thereafter
into any account established, held or maintained with the institution formerly
maintaining the

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Collection Account, as applicable (unless it later becomes a Qualified
Institution or qualified corporate trust department).

(c) Right of Servicer to Deduct Fees. Notwithstanding
anything in this Indenture to the contrary but subject to any limitations set
forth in the applicable Supplement, as long as the Servicer is Team or an
Affiliate of Team, the Team Interest Amount equals or exceeds zero and there is
no Servicer Default which has occurred and is continuing, the Servicer (i) may
make or cause to be made deposits to the Collection Accounts net of any amounts
which are allocable to the Team Distribution Account and represent amounts due
and owing to the Servicer or Team, and (ii) need not deposit or cause to be
deposited any amounts to be paid to the Servicer or Team pursuant to this
Section and such amounts will be deemed paid to Team or the Servicer, as the
case may be, pursuant to this Section. The Servicer shall restore to a
Collection Account any amounts so withheld to the extent that, on the
succeeding Distribution Date, there are insufficient funds in such Collection
Account to pay all amounts payable on such date with respect to all
Noteholders.

(d) Sharing Collections. To the extent that Principal
Collections that are allocated to any non-Segregated Series on a Distribution
Date are not needed to make payments to Noteholders of such non-Segregated
Series or required to be deposited in a Distribution Account for such
non-Segregated Series on such Distribution Date, such Principal Collections may
at the direction of the Servicer, be applied to cover principal payments due to
or for the benefit of Noteholders of another non-Segregated Series. Any such
reallocation will not result in a reduction in the Invested Amount of the
non-Segregated Series to which such Principal Collections were initially
allocated.

(e) Unallocated Principal Collections. If, after
giving effect to Section 5.2(d), Principal Collections allocated to any Series
on any Distribution Date are in excess of the amount required to pay such
Series in full, then, any such excess Principal Collections shall be allocated
to the Team Distribution Account to the extent that the Team Interest Amount
equals or exceeds zero.

Section 5.3. Determination of Monthly Interest.

Monthly interest with respect to each Series of Notes shall be
determined, allocated and distributed in accordance with the procedures set
forth in the applicable Supplement.

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Section 5.4. Determination of Monthly Principal.

Monthly principal with respect to each Series of Notes shall
be determined, allocated and distributed in accordance with the procedures set
forth in the applicable Supplement. However, all principal or interest with
respect to any Series of Notes shall be due and payable no later than the
Series Termination Date with respect to such Series.

Section 5.5. Paired Series. To the extent provided in a
Supplement, any Series of Notes may be paired with one or more other Series
(each, a "Paired Series"). Each Paired Series may be prefunded with an initial
deposit to a pre-funding account in an amount up to the initial principal
balance of such Paired Series, primarily from the proceeds of the sale of such
Paired Series, or will have a variable principal amount. Any such pre-funding
account will be held for the benefit of such Paired Series and not for the
benefit of the Noteholders of the Series paired therewith. As funds are
accumulated in a principal funding account or paid to Noteholders either (i) in
the case of a pre-funded Paired Series, an equal amount of funds on deposit in
any pre-funding account for such pre-funded Paired Series will be released and
paid to TFFC or (ii) in the case of a Paired Series having a variable principal
amount, an interest in such variable Paired Series in an equal or lesser amount
may be sold by TFFC and, in either case, the invested amount in TFFC of such
Paired Series will increase by a corresponding amount. Upon payment in full of
the Series paired to the Paired Series, assuming that there have been no
unreimbursed charge-offs with respect to any related Paired Series, the
aggregate invested amount of such related Paired Series will have been
increased by an amount up to an aggregate amount equal to the Invested Amount
of such Series paid to the Noteholders thereof. The issuance of a Paired
Series may be subject to certain conditions described in the related
Supplement.

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ARTICLE 6.

DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

Section 6.1. Distributions in General.

(a) Unless otherwise specified in the applicable
Supplement, on each Distribution Date with respect to each Outstanding Series,
(i) the Paying Agent shall deposit (in accordance with the certificate
delivered by the Servicer to the Trustee pursuant to Section 4.4(b)) in the
Distribution Account for each such Series the amounts on deposit in the
Collection Account allocable to Noteholders of such Series as interest and, if
during an Amortization Period, principal, and (ii) to the extent provided for
in the applicable Supplement, the Trustee shall deposit in the Distribution
Account for each such Series the amount of Enhancement for such Series to be
drawn in connection with such Distribution Date.

(b) Unless otherwise specified in the applicable
Supplement, on each Distribution Date, the Paying Agent shall distribute to the
Noteholders of each Series, to the extent amounts are on deposit in the
Distribution Account for such Series, an amount sufficient to pay all principal
and interest due on such Series on such Distribution Date. Such distribution
shall be to each Noteholder of record of such Series on the preceding Record
Date based on such Noteholder's pro rata share of the aggregate principal
amount of the Notes of such Series held by such Noteholder; provided, however,
that, the final principal payment due on a Note shall only be paid to the
holder of a Note on due presentment of such Note for cancellation.

(c) Unless otherwise specified in the applicable
Supplement, amounts distributable to a Noteholder pursuant to this Section 6.1
shall be payable by check mailed first-class postage prepaid to such Noteholder
at the address for such Noteholder appearing in the Note Register except that
with respect to Notes registered in the name of the nominee of a Clearing
Agency, such amount shall be payable by wire transfer of immediately available
funds released by the Paying Agent from the Distribution Account no later than
2:00 p.m. (New York City time) for credit to the account designated by such
nominee.

(d) Unless otherwise specified in the applicable
Supplement (i) all distributions to Noteholders of all classes within a Series
of Notes will have the same priority and (ii) in the event that on any date of
determination the amount available to make payments to the Noteholders of a
Series is not sufficient to pay all sums required to be paid to such
Noteholders on such date, then each class of Noteholders will receive its
ratable

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share (based upon the aggregate amount due to such class of Noteholders) of the
aggregate amount available to be distributed in respect of the Notes of such
Series.

(e) All distributions in respect of Notes represented
by a Temporary Global Note will be made only with respect to that portion of
the Temporary Global Note in respect of which Euroclear or Cedel shall have
delivered to the Trustee a certificate or certificates substantially in the
form of Exhibit E. The delivery to the Trustee by Euroclear or Cedel of the
certificate or certificates referred to above may be relied upon by TFFC and
the Trustee as conclusive evidence that the certificate or certificates
refereed to therein has or have been delivered to Euroclear or Cedel pursuant
to the terms of this Indenture and the Temporary Global Note. No payments of
interest will be made on a Temporary Global Note after the Exchange Date
therefor.

Section 6.2. Distributions to Team Distribution Account. At
any time and from time to time upon request in writing made by the Team
Interestholder, the Trustee will transfer funds from the Collection Accounts to
the Team Distribution Account; provided, however, that the Trustee will not
make any such transfer on any date other than on a Distribution Date unless the
Trustee receives an Officers' Certificate from the Servicer stating that, on
the date such transfer is made and, in the reasonable anticipation of the
Servicer, on the next Distribution Date, (i) the transfer of such funds from
any Collection Account to the Team Distribution Account will not cause an Asset
Amount Deficiency to exist and (ii) the transfer of such funds from any
Collection Account to the Team Distribution Account will not violate any
restriction contained in this Indenture or any Supplement.

Section 6.3. Optional Repurchase of Notes.

On the Distribution Date occurring on or after the date on
which the Invested Amount of any Series is equal to or less than the Repurchase
Amount, if any, set forth in the Supplement related to such Series, or class of
such Series, TFFC shall have the option to purchase all Outstanding Notes of
such Series, or class of such Series, at a purchase price (determined after
giving effect to any payment of principal and interest on such Distribution
Date) equal to (unless otherwise specified in the related Supplement) the
Invested Amount of such Series on such Distribution Date, plus accrued and
unpaid interest on the unpaid balance of the Notes of such Series (calculated
on the basis of the outstanding principal balance of the Notes of such Series
and the Note Rate of such Series) through the day immediately prior to the date
of such purchase. TFFC shall give the Servicer and

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the Trustee at least 30 days prior written notice of the date on which TFFC
intends to exercise such option to purchase. Not later than 12:00 noon, New
York City time, on such Distribution Date, an amount of the purchase price
equal to the Invested Amount of all Notes of such Series on such Distribution
Date and the amount of accrued and unpaid interest with respect to such Notes
will be deposited into the Distribution Account for such Series in immediately
available funds. The funds deposited into such Distribution Account or
distributed to the Paying Agent will be passed through in full to the
Noteholders on such Distribution Date.

Section 6.4. Monthly Noteholders' Statement.

(a) On each Distribution Date, the Trustee shall
forward to each Noteholder of record of all outstanding Series, the Rating
Agencies, the Paying Agent (if other than the Trustee) and any Enhancement
Provider a statement substantially in the form of Exhibit D (each, a "Monthly
Noteholders' Statement") prepared by the Servicer setting forth the following
information (which, in the case of clauses (iii), (iv) and (v) below, shall be
expressed as a dollar amount per $1,000 of the original principal amount of the
Notes of such Series and, in the case of clause (viii) below shall be stated on
an aggregate basis and on the basis of a dollar amount per $1,000 of the
original principal amount of the Notes of such Series):

(i) the aggregate amount of Interest Collections
processed since the prior Distribution Date, the aggregate amount of
Principal Collections processed during the Related Month and the
aggregate amount of Collections processed during such periods;

(ii) the Invested Percentage with respect to Interest
Collections and Principal Collections for such Series on the last day
of the Related Month;

(iii) the total amount to be distributed to Noteholders
of such Series on the next succeeding Distribution Date;

(iv) the amount of such distribution allocable to
principal on each Class of the Notes of such Series;

(v) the amount of such distribution allocable to
interest on each Class of the Notes of such Series;

(vi) the amount of any drawing under any Enhancement,
if any, for such Series for such Distribution Date;

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(vii) the amount of the Monthly Servicing Fee for such
Series for such Distribution Date;

(viii) the amount available under the applicable
Enhancement, if any, for such Series as of the close of business on
such Distribution Date after giving effect to any drawings on the
applicable Enhancement and payments to the applicable Enhancement
Provider on such Distribution Date;

(ix) the ratio of the amount available under the
applicable Enhancement, if any, to the Invested Amount for such Series
as of the close of business on such Distribution Date after giving
effect to any drawings on the applicable Enhancement and payments to
the applicable Enhancement Provider on such Distribution Date;

(x) the Pool Factor, if any, for such Series as of the
end of the Record Date with respect to such Distribution Date;

(xi) whether, to the knowledge of the Servicer, any
Liens exist with respect to any of the Collateral which are not
permitted under the Related Documents;

(xii) the Aggregate Asset Amount, the Aggregate
Non-Repurchase Asset Amount, the Aggregate Segregated Asset Amount and
the amount of any Asset Amount Deficiency;

(xiii) the Carryover Controlled Amortization Amount and
the Controlled Amortization Amount (as such terms are defined for any
Series or class of Notes in the related Placement Supplement) for such
Distribution Date;

(xiv) the Net Book Value of Repurchase Vehicles
(including the Net Book Value of Segregated Repurchase Vehicles for
each Segregated Series of Notes) and the Net Book Value and
Non-Repurchase Vehicle Value of Non-Repurchase Vehicles as of the last
day of the Related Month;

(xv) the ratios of the Net Book Value of Non-Repurchase
Vehicles and the Repurchase Vehicles, respectively, to the Net Book
Value of all Vehicles;

(xvi) the Net Book Value of Vehicles of each
Manufacturer as of the last date of the Related Month;

(xvii) the average age of all Repurchase Vehicles and
average age of all Non-Repurchase Vehicles as of the last day of the
Related Month;

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(xviii) the average total monthly Depreciation Charges per
Repurchase Vehicle and per Non- Repurchase Vehicle during the Related
Month;

(xix) the Net Book Value of any Vehicles identified as
stolen or a Casualty during the Related Month;

(xx) the Net Book Value of any Vehicles manufactured by
Mazda; and

(xxi) with respect to any Series, such additional
information specified in the related Supplement.

(b) Annual Noteholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1997, the Paying
Agent shall furnish to each Person who at any time during the preceding
calendar year was a Noteholder a statement prepared by the Servicer containing
the information prepared by the Servicer which is required to be contained in
the regular monthly report to Noteholders, as set forth in clauses (iii), (iv)
and (v) above aggregated for such calendar year or the applicable portion
thereof during which such Person was a Noteholder, together with such other
customary information (consistent with the treatment of the Notes as debt) as
the Servicer deems necessary or desirable to enable the Noteholders to prepare
their tax returns (each such statement, an "Annual Noteholders' Tax
Statement"). Such obligations of the Servicer to prepare and the Paying Agent
to distribute the Annual Noteholders' Tax Statement shall be deemed to have
been satisfied to the extent that substantially comparable information shall be
provided by the Paying Agent pursuant to any requirements of the Code as from
time to time in effect.

ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

TFFC hereby represents and warrants, for the benefit of the
Trustee and the Noteholders, as follows:

Section 7.1. Corporate Existence and Power.

TFFC is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, is duly qualified to
do business as a foreign corporation and in good standing under the laws of
each jurisdiction where the character of its property, the nature of its
business or the performance of its obligations make such qualification
necessary, except for jurisdictions in which

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failure to so qualify would not materially and adversely affect the financial
condition or operations of TFFC or its ability to carry out the transactions
contemplated in this Indenture, any Supplement and the other Related Documents,
and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted and for purposes of the transactions contemplated by this Indenture
and the other Related Documents.

Section 7.2. Corporate and Governmental Authorization.

The execution, delivery and performance by TFFC of this
Indenture, the related Supplement and the other Related Documents to which it
is a party is within TFFC's corporate powers, has been duly authorized by all
necessary corporate action, requires no action by or in respect of, or filing
with, any governmental body, agency or official which has not been obtained and
do not contravene, or constitute a default in any material respect under, any
provision of applicable law or regulation or of the certificate of
incorporation or by-laws of TFFC or of any law or governmental regulation,
rule, contract, agreement, judgment, injunction, order, decree or other
instrument binding upon TFFC or any of its Assets or result in the creation or
imposition of any Lien on any Asset of TFFC, except for Liens created by this
Indenture or the other Related Documents. This Indenture and each of the other
Related Documents to which TFFC is a party has been executed and delivered by a
duly authorized officer of TFFC.

Section 7.3. Binding Effect.

This Indenture and each other Related Document is a legal,
valid and binding obligation of TFFC enforceable against TFFC in accordance
with its terms (except as such enforceability may be limited by bankruptcy,
moratorium or other laws affecting creditors' rights generally and subject to
limitations imposed by equitable principles).

Section 7.4. Litigation.

There is no action, suit or proceeding pending against or, to
the knowledge of TFFC, threatened against or affecting TFFC before any court or
arbitrator or any Governmental Authority in which there is a reasonable
possibility of an adverse decision that would materially adversely affect the
consolidated financial position, consolidated results of operations, business,
properties, performance, prospects or condition (financial or otherwise) of
TFFC or which in any manner draws into question the validity or enforceability
of this Indenture, any Supplement or any other Related Document or the ability
of TFFC to comply with any of the terms hereof or thereof.

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Section 7.5. No ERISA Plan.

TFFC has not established and does not maintain or contribute
to any Plan that is covered by Title IV of ERISA and will not do so, so long as
any Notes are Outstanding.

Section 7.6. Tax Filings and Expenses.

TFFC has filed all material federal, state and local tax
returns and all other material tax returns which, to the knowledge of TFFC, are
required to be filed (whether informational returns or not), and has paid all
taxes due, if any, pursuant to said returns or pursuant to any assessment
received by TFFC, except such taxes, if any, as are being contested in good
faith and for which adequate reserves have been set aside on its books, except
where the failure to pay such taxes or maintain such reserves would not
materially and adversely affect the condition, financial or otherwise,
operations, performance, properties or prospects of TFFC or its ability to
carry out the transactions contemplated in this Indenture and each other
Related Document to which it is a party. TFFC has paid all fees and expenses
required to be paid by it in connection with the conduct of its business, the
maintenance of its corporate existence and its qualification as a foreign
corporation authorized to do business in each State.

Section 7.7. Disclosure.

None of the Private Placement Memorandum, any Placement
Memorandum Supplement or any material furnished to the Trustee or any
Noteholder in connection with this Indenture or any other Related Document
contains, or contained at the time so furnished, any untrue statement of a
material fact or omitted, at the time so furnished, to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

Section 7.8. Investment Company Act; Securities Act.

TFFC is not, and is not controlled by, an "investment company"
or an "affiliated person" of, or "promoter" or "principal underwriter" for an
"investment company" within the meaning of the Investment Company Act of 1940.
It is not necessary in connection with the issuance and sale of the Notes under
the circumstances contemplated in the Private Placement Memorandum, any
Placement Memorandum Supplement thereto and in any note purchase or similar
agreement to register any security under the Securities Act or to qualify any
indenture under the Trust Indenture Act.

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Section 7.9. Regulations G, T, U and X.

The proceeds of the Notes will not be used for any purpose
which might cause a violation of any regulation of the Board of Governors of
the Federal Reserve System, including Regulations G, T, U and X thereof. TFFC
is not engaged in the business of extending credit for the purpose of
purchasing or carrying any margin stock.

Section 7.10. No Consent.

No consent, approval or other authorization of, or
registration, declaration or filing with, any Governmental Authority or other
Person is required for the valid execution and delivery and performance of this
Indenture or any Supplement or for the performance of any of TFFC's obligations
hereunder or thereunder or under any other Related Document other than such
consents, approvals, authorizations, registrations, declarations or filings as
shall have been obtained by TFFC prior to the initial Closing Date or as
contemplated in Section 7.14.

Section 7.11. No Violation of Charter, etc.

The execution and delivery of this Indenture, compliance with
the provisions hereof and of any Supplement and the other Related Documents and
the consummation of the transactions contemplated herein and therein will not
result in (a) a breach or violation of (i) any law or governmental rule or
regulation applicable to TFFC now in effect, (ii) any provisions of the
certificate of incorporation or by-laws of TFFC, (iii) any judgment, order or
decree of any Governmental Authority affecting TFFC, or (iv) any agreement or
instrument to which TFFC is a party or by which it is bound, (b) the
acceleration of any obligations of TFFC, or (c) the creation of any lien, claim
or encumbrance other than in favor of the Trustee or as permitted hereunder or
under the other Related Documents.

Section 7.12. Solvency.

Both before and after giving effect to the transactions
contemplated by this Indenture and the other Related Documents, TFFC is solvent
and TFFC is not the subject of any voluntary or involuntary case or proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy or insolvency law.

Section 7.13. Stock Ownership; Subsidiary.

As of each Closing Date, all of the issued and outstanding
common stock of TFFC is owned by Team, all of which

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common stock has been validly issued, is fully paid and non-assessable and is
owned of record by such corporation, free and clear of all Liens. TFFC has no
Subsidiaries and owns no capital stock of, or other interest in, any other
Person.

Section 7.14. Security Interests.

(a) All action necessary (including the filing of
UCC-1 financing statements and the notation on the Vehicle Certificates of
Title of the Trustee's Lien for the benefit of the Secured Parties) to protect
and perfect the Trustee's security interest in the Collateral now in existence
and hereafter acquired or created has been duly and effectively taken.

(b) No security agreement, financing statement,
equivalent security or lien instrument or continuation statement listing TFFC
as debtor covering all or any part of the Collateral is on file or of record in
any jurisdiction, except such as may have been filed, recorded or made by TFFC
in favor of the Trustee in connection with this Indenture.

(c) Upon the completion of the noting of the lien of
the Trustee upon the Certificates of Title with respect to the Vehicles, this
Indenture will constitute a valid and continuing Lien on the Collateral in
favor of the Trustee, which Lien will be prior to all other Liens, and will be
enforceable as such as against creditors of and purchasers from TFFC in
accordance with its terms, except as such enforceability may be subject to
bankruptcy or insolvency laws, creditors' rights generally and general
principles of equity. All action necessary or desirable to perfect such prior
security interest has been duly taken.

(d) TFFC's principal place of business and chief
executive office shall be at: 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, and
the place where its records concerning the Collateral are kept is at 0000 Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx, 00000. TFFC does not transact, and has not
transacted, business under any other name.

(e) All authorizations in this Indenture for the
Trustee to endorse checks, instruments and securities and to execute financing
statements, continuation statements, security agreements, Certificates of
Title, and other instruments with respect to the Collateral are powers coupled
with an interest and are irrevocable.

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Section 7.15. Binding Effect of the Leases.

Each of the Leases operative on the date hereof is in full
force and effect and there are no outstanding Lease Events of Default, Lessee
Partial Wind-Down Events or Manufacturer Events of Default thereunder nor have
events occurred which with the giving of notice, the passage of time or both
would constitute an Event of Default, a Lessee Partial Wind-Down Event or a
Manufacturer Event of Default.

Section 7.16. Non-Existence of Other Agreements.

As of the date of the issuance of the first Series of Notes,
other than as permitted by Section 8.24 hereof (i) TFFC is not a party to any
contract or agreement of any kind or nature and (ii) TFFC is not subject to any
obligations or liabilities of any kind or nature in favor of any third party,
including, without limitation, Contingent Obligations.

Section 7.17. Repurchase Programs.

TFFC is an authorized fleet purchaser under the Repurchase
Programs operated by Ford, Chrysler, General Motors, Saab and Toyota (to the
extent it is purchasing Vehicles manufactured by such Manufacturers); provided,
however, that TFFC shall not purchase Vehicles under the Repurchase Program of
any such Manufacturer unless the Repurchase Program for the applicable model
year has previously been approved by the Rating Agencies. Each of such
Repurchase Programs, and any other Repurchase Program under which TFFC owns
Vehicles is in full force and effect (to the extent TFFC is purchasing Vehicles
manufactured by such Manufacturers) and has not been previously assigned,
transferred or pledged by TFFC (except to the Trustee).

ARTICLE 8.

COVENANTS

Section 8.1. Payment of Notes.

TFFC shall pay the principal of (and premium, if any) and
interest on the Notes pursuant to the provisions of this Indenture and any
applicable Supplement. Principal and interest shall be considered paid on the
date due if the Paying Agent holds on that date money designated for and
sufficient to pay all principal and interest then due.

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Section 8.2. Maintenance of Office or Agency.

TFFC will maintain an office or agency (which may be an office
of the Trustee, Registrar or co- registrar) where Notes may be surrendered for
registration of transfer or exchange, where notices and demands to or upon TFFC
in respect of the Notes and this Indenture may be served, and where, at any
time when TFFC is obligated to make a payment of principal and premium upon the
Notes, the Notes may be surrendered for payment. TFFC will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time TFFC shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.

TFFC may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. TFFC
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.

TFFC hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of TFFC in accordance with Section 2.13.

Section 8.3. Information.

TFFC will deliver or cause to be delivered to the Trustee and
the Rating Agencies:

(a) as soon as available and in any event within one
hundred ten days after the end of each fiscal year of Team, a copy of
the Report of Team on Form 10-K as furnished by Team to the Securities
Exchange Commission;

(b) as soon as available, but in any event within 45
days after the end of each fiscal quarter (except the fourth fiscal
quarter) of Team, a copy of the Report of Team on Form 10-Q as
furnished by Team to the Securities Exchange Commission;

(c) within ten (10) days after filing of same with the
Securities Exchange Commission, a copy of any Report of Team on Form
8-K filed by Team with the Securities Exchange Commission;

(d) from time to time such additional information
regarding the financial position, results of operations, business or
prospects of Team and its Subsidiaries as the

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Trustee, at the direction of the Required Noteholders of any Series of
Notes, may reasonably request;

(e) at the time of delivery of the items described in
clauses (a) and (b) above, an unaudited consolidating balance sheet
and statement of earnings in respect of Team and its Subsidiaries as
of such date or for the year to date period ending on such date;

(f) on or prior to June 30 of each year, a certificate
of the president or chief financial officer of TFFC certifying that
TFFC has apprised the Rating Agencies of all material changes in the
Repurchase Programs occurring since the date of this Indenture; and

(g) (i) at least 30 days prior to the introduction of
any material prospective change in any Repurchase Program or the
introduction of any material new Repurchase Program by an existing
Manufacturer, notice of the same and notice thereof to the Rating
Agencies describing the principal terms thereof, and (ii) at least
annually a copy of each Repurchase Program to the Rating Agencies.

Section 8.4. Payment of Obligations.

TFFC will pay and discharge, at or before maturity, all of its
respective material obligations and liabilities, including, without limitation,
tax liabilities and other governmental claims, except where the same may be
contested in good faith by appropriate proceedings, and will maintain, in
accordance with GAAP, reserves as appropriate for the accrual of any of the
same, except where the failure to make such payments or maintain such reserves
would not materially and adversely affect the condition, financial or
otherwise, operations, performance, properties or prospects of TFFC or its
ability to carry out the transactions contemplated in this Indenture and each
other Related Document to which it is a party.

Section 8.5. Maintenance of Property.

TFFC will keep, or will cause to be kept, all property useful
and necessary in its business in good working order and condition, ordinary
wear and tear excepted; provided, however, that nothing in this Section 8.5
shall require TFFC to maintain, or to make any renewals, replacements,
additions, betterments or improvements of or to, any tangible property, if such
property, in the reasonable opinion of TFFC, is obsolete or surplus or unfit
for use or cannot be used advantageously in the conduct of the business of
TFFC.

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Section 8.6. Conduct of Business and Maintenance of Existence.

TFFC will maintain its corporate existence as a corporation
validly existing and in good standing under the laws of the State of Delaware
and duly qualified as a foreign corporation licensed under the laws of each
state in which the failure to so qualify would have a material adverse effect
on the business and operations of TFFC.

Section 8.7. Compliance with Laws.

TFFC will comply in all material respects with all
Requirements of Law and all applicable laws, ordinances, rules, regulations,
and requirements of Governmental Authorities (including, without limitation,
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings and
where such noncompliance would not materially and adversely affect the
condition, financial or otherwise, operations, performance, properties or
prospects of TFFC or its ability to carry out the transactions contemplated in
this Indenture and each other Related Document; provided, however, such
noncompliance will not result in a Lien (other than a Permitted Lien) on any
Property of TFFC.

Section 8.8. Inspection of Property, Books and Records.

TFFC will keep proper books of record and account in which
full, true and correct entries shall be made of all dealings and transactions
in relation to its Assets, business and activities in accordance with GAAP; and
will permit the Trustee to visit and inspect any of its properties, to examine
and make abstracts from any of its books and records and to discuss its
affairs, finances and accounts with its officers, directors, employees and
independent public accountants, all at such reasonable times and as often as
may reasonably be desired.

Section 8.9. Compliance with Related Documents.

TFFC will perform and comply with each and every
representation, warranty, obligation, covenant and agreement required to be
performed or observed by it in or pursuant to this Indenture and each other
Related Document to which it is a party and will not take any action which
would permit any of the Lessees, Team or the Servicer to have the right to
refuse to perform any of its obligations under this Indenture or any Related
Document. TFFC will not amend any Lease, except in accordance with Article XII
hereof.

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Section 8.10. Notice of Defaults.

(a) Promptly upon becoming aware of any Potential
Amortization Event or Amortization Event, TFFC shall give the Trustee and the
Rating Agencies notice thereof, together with a certificate of the President,
Vice President or the principal Financial Officer of TFFC setting forth the
details thereof and any action with respect thereto taken or contemplated to be
taken by TFFC, and

(b) Promptly upon becoming aware of any default under
any Related Document or under any Repurchase Program, TFFC shall give the
Trustee, each Enhancement Provider and the Rating Agencies notice thereof.

Section 8.11. Notice of Material Proceedings.

Promptly upon becoming aware thereof, TFFC shall give the
Trustee and the Rating Agencies written notice of the commencement or existence
of any proceeding by or before any Governmental Authority against or affecting
TFFC which, if adversely determined, would result in a material adverse effect
on the business, condition (financial or otherwise), results of operations,
properties, performance or prospects of TFFC or the ability of TFFC to perform
its obligations under this Indenture or under any other Related Document to
which it is a party.

Section 8.12. Further Requests.

TFFC will promptly furnish to the Trustee, each Enhancement
Provider and the Rating Agencies such other information as, and in such form
as, the Trustee or such Enhancement Provider or the Rating Agencies may
reasonably request.

Section 8.13. Further Assurances.

(a) TFFC shall do such further acts and things, and
shall execute and deliver to the Trustee such additional assignments,
agreements, powers and instruments, as the Trustee or the Required Noteholders
reasonably determines to be necessary to carry into effect the purposes of this
Indenture or the other Related Documents or to better assure and confirm unto
the Trustee or the Noteholders their rights, powers and remedies hereunder
including, without limitation, the filing of any Certificates of Title (or
amendments thereto), and the filing of any financing or continuation statements
under the Uniform Commercial Code in effect in any jurisdiction with respect to
the liens and security interests granted hereby. TFFC also hereby authorizes
the Trustee to file any such Certificate of Title (or

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amendment thereto), and any such financing statement or continuation statement
without the signature of TFFC to the extent permitted by applicable law. If
any amount payable under or in connection with any of the Collateral shall be
or become evidenced by any promissory note, chattel paper or other instrument,
such note, chattel paper or instrument shall be deemed to be held in trust and
immediately pledged to the Trustee hereunder, and shall, subject to the rights
of any Person in whose favor a prior Lien has been perfected, be duly endorsed
in a manner satisfactory to the Trustee and delivered to the Trustee promptly.
Without limiting the generality of the foregoing provisions of this Section
8.13(a), TFFC shall take all actions that are required to maintain the security
interest of the Trustee in the Collateral as a perfected security interest
subject to no prior Liens, including, without limitation (i) filing all Uniform
Commercial Code financing statements, continuation statements and amendments
thereto necessary to achieve the foregoing and (ii) causing the Servicer to
maintain possession of the Certificates of Title for the benefit of the Trustee
pursuant to Section 3.5 hereof.

(b) TFFC will warrant and defend the Trustee's right,
title and interest in and to the Collateral and the income, distributions and
proceeds thereof, for the benefit of the Noteholders and the Trustee, against
the claims and demands of all Persons whomsoever.

Section 8.14. Repurchase Programs.

(a) With respect to any Repurchase Program for any
model year after the 1994 model year pursuant to which TFFC proposes
to acquire Vehicles, prior to TFFC's acquisition of any Vehicle from
any Manufacturer under such Repurchase Program, TFFC will (i) execute
and deliver in favor of the Trustee an Assignment Agreement, (ii) if
any Series of Notes is then being rated by Standard & Poor's or DCR,
deliver a written confirmation from Standard & Poor's or DCR, as the
case may be, that the acquisition of Vehicles pursuant to such
Repurchase Program will not result in the reduction or withdrawal of
any rating issued by Standard & Poor's or DCR in respect of such
Series of Notes and (iii) obtain the consent of the Required
Beneficiaries if such Repurchase Program is operated by a Manufacturer
other than Ford, General Motors or Chrysler which has a long-term
unsecured debt rating of "A" or less from Standard & Poors.

(b) TFFC will (a) provide the Trustee with at least 30
days' prior written notice of its intention to purchase Vehicles from
any new Manufacturer, (b) provide the Trustee with a copy of the
Repurchase Program of such Manufacturer

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at the time of such notice and (c) certify to the Trustee and the
Noteholders that such new Manufacturer is an Eligible Manufacturer and
that such Repurchase Program is an Eligible Repurchase Program at such
time. In no event shall TFFC agree, to the extent any consent of TFFC
is solicited or required by the Manufacturer or any assignor of such
Repurchase Program, to any change in any Repurchase Program that would
adversely affect its rights or the rights of the Noteholders with
respect to any Vehicle previously purchased or financed under such
Repurchase Program.

(c) The parties hereto expressly acknowledge that the
Trustee was directed by TFFC and Team to enter into the Assignment
Agreements and that the Trustee shall be held harmless by TFFC and
Team in connection with its execution of or consent to such
documentation, other than for actions by the Trustee that constitute
negligence or willful misconduct. All Noteholders, by their
acceptance of their respective Notes, consent to the Trustee's
execution and delivery of such Assignment Agreements.

Section 8.15. Liens.

TFFC will not create, incur, assume or permit to exist any
Lien upon any of its Assets (including the Collateral), other than (i) Liens in
favor of the Trustee for the benefit of the Secured Parties, and (ii) Liens
created by or permitted under the Related Documents.

Section 8.16. Other Indebtedness.

TFFC will not create, assume, incur, suffer to exist or
otherwise become or remain liable in respect of any Indebtedness other than (i)
Indebtedness hereunder, including Indebtedness representing the Team Interest
Amount, provided, however, that such Indebtedness is subject to the
restrictions provided for in TFFC's Certificate of Incorporation, (ii)
Indebtedness permitted under any other Related Document and (iii) Indebtedness
permitted under TFFC's Certificate of Incorporation.

Section 8.17. Mergers.

TFFC will not merge or consolidate with or into any other
Person.

Section 8.18. Sales of Assets.

TFFC will not sell, lease, transfer, liquidate or otherwise
dispose of any Assets, except as contemplated by the

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Related Documents and provided that the proceeds received by TFFC are paid
directly to the Collection Accounts.

Section 8.19. Acquisition of Assets.

TFFC will not acquire, by long-term or operating lease or
otherwise, any Assets except pursuant to the terms of the Related Documents.

Section 8.20. Dividends, Officers' Compensation, etc.

TFFC will not (i) declare or pay any dividends on any shares
of its capital stock or make any other distribution on, or any purchase,
redemption or other acquisition of, any shares of its capital stock except out
of funds in the Team Distribution Account, or (ii) pay any wages or salaries or
other compensation to officers, directors, employees or others except out of
earnings computed in accordance with GAAP and, in any case, only from funds in
the Team Distribution Account.

Section 8.21. Name; Principal Office.

TFFC will neither (a) change the location of its principal
office without sixty (60) days' prior notice to the Trustee nor (b) change its
name without prior notice to the Trustee sufficient to allow the Trustee to
make all filings (including filings of financing statements on form UCC-1) and
recordings necessary to perfect the interest of the Trustee in the Collateral
pursuant to this Indenture. In the event that TFFC desires to so change its
office or change its name, TFFC will make any required filings and prior to
actually changing its office or its name TFFC will deliver to the Trustee (i)
an Officers' Certificate and an Opinion of Counsel confirming that all required
filings have been made to continue the perfected interest of the Trustee in the
Collateral in respect of the new office or new name of TFFC and (ii) copies of
all such required filings with the filing information duly noted thereon by the
office in which such filings were made.

Section 8.22. Organizational Documents.

TFFC will not amend any of its organizational documents,
including its Certificate of Incorporation or By-Laws, without the written
consent of the Rating Agencies and the Trustee which consent shall not be
sought unless and until TFFC shall first have obtained either (i) an Opinion of
Counsel that such amendment would not cause TFFC to be subject to an increased
risk of being substantively consolidated with Team or any Lessee in the event
of an insolvency proceeding involving Team or any Lessee or (ii) an Opinion of
Counsel reaffirming (after such

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amendment) the opinion regarding substantive consolidation furnished by Dechert
Price & Xxxxxx in connection with the issuance of the first Series of Notes.

Section 8.23. Investments.

TFFC will not make, incur, or suffer to exist any loan,
advance, extension of credit or other investment in any Person other than with
respect to Permitted Investments and, in addition, without limiting the
generality of the foregoing, TFFC will not cause the Trustee to make any
Permitted Investments on TFFC's behalf that would have the effect of causing
TFFC to be an "investment company" within the meaning of the Investment Company
Act.

Section 8.24. No Other Agreements.

TFFC will not (a) enter into or be a party to any agreement or
instrument other than any Related Document or any documents related to any
Enhancement or documents and agreements incidental thereto or (b) except as
provided for in Sections 12.1 or 12.2, amend, modify or waive any provision of
any Related Document to which it is a party, or (c) give any approval or
consent or permission provided for in any Related Document, except as permitted
in Section 3.2(a).

Section 8.25. Other Business.

TFFC will not engage in any business or enterprise or enter
into any transaction other than the leasing of Vehicles pursuant to the Leases,
the related exercise of its rights as lessor thereunder, the incurrence and
payment of ordinary course operating expenses, the issuing and selling of the
Notes and other activities related to or incidental to either of the foregoing.

Section 8.26. Maintenance of Separate Existence.

TFFC will do all things necessary to maintain its corporate
existence separate and apart from that of Team and any other Affiliates of
Team, including, without limitation,

(a) practicing and adhering to corporate formalities,
such as maintaining appropriate corporate books and records;

(b) maintaining at least two corporate directors who
are not officers, directors or employees of any of its Affiliates;

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(c) owning or leasing (including through shared
arrangements with Affiliates) all office furniture and equipment
necessary to operate its business;

(d) refraining from (i) guaranteeing or otherwise
becoming liable for any obligations of any of its Affiliates, (ii)
having obligations of TFFC guaranteed by its Affiliates, (iii) holding
itself out as responsible for debts of any of its Affiliates or for
decisions or actions with respect to the affairs of any of its
Affiliates, and (iv) being directly or indirectly named as a direct or
contingent beneficiary or loss payee on any insurance policy of any
Affiliate;

(e) maintaining its deposit and other bank accounts
and all of its assets separate from those of any other Person;

(f) maintaining its financial records separate and
apart from those of any other Person;

(g) compensating all its employees, officers,
consultants and agents for services provided to it by such Persons, or
reimbursing any of its Affiliates in respect of services provided to
it by employees, officers, consultants and agents of such Affiliate,
out of its own funds;

(h) maintaining office space separate and apart from
that of any of its Affiliates (even if such office space is subleased
from or is on or near premises occupied by any of its Affiliates) and
a separate telephone number;

(i) accounting for and managing all of its liabilities
separately from those of any of its Affiliates, including, without
limitation, payment directly by TFFC of all payroll, accounting and
other administrative expenses and taxes;

(j) allocating, on an arm's-length basis, all shared
corporate operating services, leases and expenses, including, without
limitation, those associated with the services of shared consultants
and agents and shared computer and other office equipment and
software;

(k) refraining from filing or otherwise initiating or
supporting the filing of a motion in any bankruptcy or other
insolvency proceeding involving TFFC, Team or any Affiliate of TFFC or
Team to substantively consolidate TFFC with Team or any Affiliate of
TFFC or Team;

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(l) remaining solvent; and

(m) conducting all of its business (whether written or
oral) solely in its own name.

TFFC acknowledges its receipt of a copy of that certain opinion letter issued
by Dechert Price & Xxxxxx dated December 19, 1996 and addressing the issue of
substantive consolidation as it may relate to TFFC and each of Team, each
Lessee and each of their Affiliates. TFFC hereby agrees to maintain in place
all policies and procedures, and take and continue to take all action,
described in the factual assumptions set forth in such opinion letter and
relating to TFFC.

Section 8.27. Rule 144A Information Requirement.

For so long as any of the Notes remain outstanding and are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, TFFC covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, make
available to any Holder of Notes in connection with any sale thereof and any
prospective purchaser of Notes from such Holder in each case upon request, the
information specified in, and meeting the requirements of, Rule 144A(d)(4)
under the Securities Act.

Section 8.28. Acquisition of Vehicles by TFFC. Except as
permitted by Section 2.1(b) of each Lease, TFFC shall acquire Vehicles only (i)
by purchase directly from a Manufacturer, (ii) through an authorized dealer of
a Manufacturer or (iii) in the case of any Lease executed in connection with
any Segregated Series of Notes, at an auction held by an automobile dealer
which is not an Affiliate of Team.

Section 8.29. Maintenance of Rating. In the event that a
Series of Notes (or a class of a Series of Notes) is at any time not rated by
any Rating Agency (either as a result of the withdrawal of an existing rating
on such Series of Notes (or such class of such Series of Notes) or for any
other reason), then TFFC and Team shall promptly take reasonable actions to
obtain a rating from a Rating Agency; provided, however, the failure of TFFC
and Team to obtain such a new rating for such Series of Notes (or such class of
such Series of Notes) shall not be deemed to be a breach of any covenant or
obligation hereunder of TFFC or the Servicer. In the event that no rating is
obtained for such Series of Notes for a period of thirty (30) days after the
date that such non-rating commences, then the Required Noteholders with respect
to such unrated Series of Notes may obtain a rating for such Series of Notes,
in which case TFFC and Team shall reimburse the Required Noteholders for the
cost of

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obtaining such rating (including, without limitation, attorneys' fees, costs
and disbursements incurred in connection therewith).

ARTICLE 9.

AMORTIZATION EVENTS AND REMEDIES

Section 9.1. Amortization Events.

If any one of the following events shall occur during the
Revolving Period, the Accumulation Period or the Controlled Amortization Period
with respect to any Series of Notes:

(a) TFFC defaults in the payment of any interest on
any Note of a Series (or in any other payment on any Notes of a Series
(other than as specified in clause (b) below)) when the same becomes
due and payable and such default continues for a period of five (5)
days;

(b) TFFC defaults in the payment of any principal or
premium on any Note of a Series when the same becomes due and payable
and such default continues for a period of 1 Business Day;

(c) TFFC fails to comply with any of its other
agreements or covenants in, or provisions of, the Notes of a Series or
this Indenture and the failure to so comply materially and adversely
affects the interests of the Noteholders of any Series and continues
to materially and adversely affect the interests of the Noteholders of
such Series for a period of thirty (30) days after the earlier of (i)
the date on which a Responsible Officer of TFFC obtains knowledge
thereof or (ii) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to TFFC by
the Trustee or to TFFC and the Trustee by the Required Noteholders of
such Series; provided, however, that if such failure cannot reasonably
be cured within such thirty (30) day period, no Amortization Event
shall result therefrom so long as, within such thirty (30) day period,
TFFC (x) commences to cure same, (y) delivers written notice to the
Trustee notifying the Trustee of such failure and setting forth the
steps TFFC intends to take in order to cure such failure, and (z)
thereafter diligently prosecutes such cure to completion and
completely cures such failure on or before the fiftieth (50th) day
after the earlier of the dates set forth in clause (i) and clause (ii)
above;

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(d) the occurrence of an Event of Bankruptcy, with
respect to TFFC or Team;

(e) any Lease Event of Default shall occur;

(f) TFFC shall have become an "investment company" or
shall have become under the "control" of an "investment company" under
the Investment Company Act of 1940, as amended;

(g) subject to the provisions of Section 9.2(g)
hereof, any Asset Amount Deficiency exists and continues for a period
of 10 days;

(h) any of the Leases is terminated for any reason;

(i) any representation made by any member of the Team
Group in this Indenture or any Related Document is false in any
material respect, which false representation materially adversely
affects the interests of the Noteholders of any Series of Notes in any
material respect, and such false representation is not cured for a
period of thirty (30) days after the earlier of (i) the date on which
a Responsible Officer of such member of the Team Group or TFFC obtains
knowledge thereof or (ii) the date that written notice thereof is
given to TFFC by the Trustee or to TFFC and the Trustee by the
Required Noteholders of such Series; provided, however, that if such
failure cannot reasonably be cured within such thirty (30) day period,
no Amortization Event shall result therefrom so long as, within such
thirty (30) day period, such party (x) commences to cure same, (y)
delivers written notice to the Trustee notifying the Trustee of such
failure and setting forth the steps such party intends to take in
order to cure such failure, and (z) thereafter diligently prosecutes
such cure to completion and completely cures such failure on or before
the fiftieth (50th) day after the earlier of the dates set forth in
clause (i) and clause (ii) above; or

(j) any other event shall occur which may be specified
in any Supplement as an "Amortization Event";

then (i) in the case of any event described in clause (a), (b), (c), (i) or
(unless otherwise specified in the related Supplement) (j) above either the
Trustee, by written notice to TFFC, or the Required Noteholders of the
applicable Series of Notes, by written notice to TFFC and the Trustee, may
declare that an amortization event ("Amortization Event") has occurred with
respect to such Series as of the date of the notice, or (ii) in the case of any
event described in clauses (d) through (h)

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above, an Amortization Event with respect to all Series of Notes then
outstanding shall immediately occur without any notice or other action on the
part of the Trustee or any Noteholders; provided, however, that the Trustee
shall have no liability in connection with any action or inaction taken, or not
taken by it upon the occurrence of an Amortization Event unless the Trustee has
actual knowledge of such Amortization Event; and, provided, further, that the
provisions of this sentence shall not insulate the Trustee from liability
arising out of its negligence or willful misconduct.

Section 9.2. Rights of the Trustee upon Amortization Event or
Certain Other Events of Default.

(a) General. If and whenever an Amortization Event,
or certain events of default under any Enhancement Agreement (as specified in
the applicable Supplement) shall have occurred and be continuing, the Trustee
may and, at the direction of the Required Beneficiaries shall, exercise from
time to time any rights and remedies available to it under applicable law or
any Related Document; provided, however, that if such Amortization Event is
based solely on an event described in clauses (a), (b), (c), (i) or (j) of
Section 9.1, then the Trustee's rights and remedies pursuant to the provisions
of this Section 9.2 shall, to the extent not detrimental to the rights of the
holders of the applicable Series of Notes, be limited to rights and remedies
pertaining only to such Series of Notes. Any amounts obtained by the Trustee
on account of or as a result of the exercise by the Trustee of any right shall
be held by the Trustee as additional collateral for the repayment of the TFFC
Obligations and shall be applied as provided in Article 5 hereof.

(b) Leases. If a Liquidation Event of Default shall
have occurred and be continuing, the Trustee, at the direction of the Required
Beneficiaries, shall direct TFFC or the Servicer to exercise (and TFFC and the
Servicer each agree to exercise) all rights, remedies, powers, privileges and
claims of TFFC against Team and/or any Lessee under or in connection with such
Lease and any party to any of the Related Documents, including the right or
power to take any action to compel performance or observance by Team or any
such party of its obligations to TFFC, the right to take possession of any of
the Vehicles, and to give any consent, request, notice, direction, approval,
extension or waiver in respect of such Lease, and any right of TFFC to take
such action independent of such direction shall be suspended.

(c) Repurchase Programs; Non-Repurchase Leases. If a
Liquidation Event of Default or a Limited Liquidation Event of Default shall
have occurred and be continuing under a Lease, the Trustee may, and at the
direction of the Required Beneficiaries

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(in the case of a Liquidation Event of Default) or at the direction of the
Required Noteholders (in the case of a Limited Liquidation Event of Default)
shall, direct TFFC or the Servicer to exercise (and TFFC and the Servicer each
agree to exercise) all rights, remedies, powers, privileges and claims of Team,
any Lessee and TFFC against the Manufacturers under or in connection with each
Repurchase Program relating to a Repurchase Vehicle leased under a Lease or, in
the case of a Limited Liquidation Event of Default, under the related Lease.
Upon the occurrence of a Liquidation Event of Default, the Trustee shall
promptly instruct TFFC or the Servicer to return the Repurchase Vehicles to the
related Manufacturers and then, to the extent any Manufacturer fails to accept
any such Repurchase Vehicles under the terms of the applicable Repurchase
Program, to direct TFFC or the Servicer to liquidate such Repurchase Vehicles
in accordance with the rights of TFFC under each Lease. In addition, upon the
earlier of actual knowledge of or receipt of notice of the occurrence of a
Liquidation Event of Default, the Trustee shall promptly direct TFFC or the
Servicer to liquidate Non-Repurchase Vehicles in accordance with the rights of
TFFC under each Non-Repurchase Lease. Upon the earlier of actual knowledge of
or receipt of notice of the occurrence of a Limited Liquidation Event of
Default, the Trustee shall promptly instruct TFFC or the Servicer to return the
Repurchase Vehicles leased under the related Lease to the related Manufacturers
in an amount sufficient, together with the Disposition Proceeds from
Non-Repurchase Vehicles, to pay all interest and principal on the related
Series of Notes, and to the extent that any Manufacturer fails to accept any
such Repurchase Vehicles under the terms of the applicable Repurchase Program,
to direct TFFC or the Servicer to liquidate such Repurchase Vehicles in
accordance with the rights of TFFC under the related Lease. TFFC and the
Servicer each agrees to comply with all such instructions. In addition, upon
the earlier of actual knowledge of or receipt of notice of the occurrence of a
Limited Liquidation Event of Default under a Non-Repurchase Vehicle Lease, the
Trustee shall promptly instruct TFFC or the Servicer to liquidate the related
Non-Repurchase Vehicles in accordance with the rights of TFFC under such
Non-Repurchase Vehicle Lease, in an amount sufficient, together with the
Disposition Proceeds from Repurchase Vehicles liquidated as described above, to
pay all interest and principal on the related Series of Notes.

(d) Lessee Partial Wind-Down Event. Upon the
occurrence of a Lessee Partial Wind-Down Event under a Lease, the Trustee, at
the direction of the Required Beneficiaries, shall direct TFFC or the Servicer
to exercise (and TFFC and the Servicer each agree to exercise) all rights,
remedies, powers, privileges and claims of TFFC against the Defaulting Lessee
under or in connection with such Lease or the Related Documents,

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including (i) the right or power to take any action to compel performance or
observance by the Defaulting Lessee or any such party of its obligations to
TFFC, the right to take possession of any of the Vehicles leased by the
Defaulting Lessee, and to give any consent, request, notice, direction,
approval, extension or waiver in respect of such Lease, and any right of TFFC
to take such action independent of such direction shall be suspended and (ii)
the right to cause the Defaulting Lessee to return to the applicable
Manufacturer (in the case of Repurchase Vehicles leased under such Lease), or
to sell, or cause the Servicer to sell, any or all of the Repurchase Vehicles
and Non-Repurchase Vehicles owned by TFFC and leased under such Lease to the
Defaulting Lessee at a public or private sale; provided, however, that the
applicable Defaulting Lessee shall have a right of first refusal in connection
with any such sale.

(e) Failure of TFFC or Servicer to Take Action. If
TFFC or the Servicer shall have failed, within 15 Business Days of receiving
the direction of the Trustee, to take commercially reasonable action to
accomplish directions of the Trustee given pursuant to clauses (b), (c) or (d)
above, the Trustee may (and at the direction of the Required Noteholders of the
affected Series of Notes (with respect to any Limited Liquidation Event of
Default) or the Required Beneficiaries (with respect to any Amortization Event
or any Liquidation Event of Default) shall, take such previously directed
action (and any related action as permitted under this Indenture thereafter
determined by the Trustee to be appropriate without the need under this
provision or any other provision under this Indenture to direct TFFC or the
Servicer to take such action) on behalf of TFFC and the Noteholders.

(f) Right to Appointment of Receiver. In the event
that the Trustee determines to take action pursuant to the provisions of clause
(e) above, the Trustee may, without notice to TFFC, the Servicer or any Lessee,
take legal proceedings for the appointment of a receiver to take possession of
the applicable Vehicles pending the sale thereof and in any such event the
Trustee shall be entitled to the appointment of a receiver and neither TFFC,
the Servicer or any Lessee shall object to such appointment.

(g) Right of TFFC to Cure Asset Amount Deficiency.
Notwithstanding anything to the contrary contained in this Section 9, if (i) a
Rapid Amortization Period commences with respect to any Series of Notes as a
result of an Amortization Event described in Section 9.1(g), (ii) during such
Rapid Amortization Period (but prior to the Series Termination Date with
respect to such Series of Notes and prior to the commencement by the Trustee of
its remedies under this Section 9)

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the Asset Amount Deficiency is cured, (iii) no other Amortization Event then
exists and is continuing, and (iv) TFFC delivers to the Trustee an Officers'
Certificate stating that such Asset Amount Deficiency has been cured and
requesting that such Rapid Amortization Period terminate, then such Rapid
Amortization Period shall automatically terminate as of the date the foregoing
conditions are satisfied and the applicable Revolving Period, Accumulation
Period or Controlled Amortization Period that would have been in effect if such
Rapid Amortization Period had not commenced shall recommence; provided,
however, (x) no Revolving Period, Accumulation Period or Controlled
Amortization Period shall be extended as a result of such Rapid Amortization
Period interrupting the applicable Revolving Period, Accumulation Period or
Controlled Amortization Period, (y) no Controlled Amortization Amount shall
change as a result of such Rapid Amortization Period changing the timing or
amounts of payments made during any applicable Controlled Amortization Period
and TFFC shall be obligated to pay the full amount of all Controlled
Distribution Amounts notwithstanding that such payments may cause the
Controlled Amortization Period to terminate sooner than the otherwise expected,
and (z) if at the time of the termination of such Rapid Amortization Period
pursuant to the provisions of this Section 9.2 such Series of Notes would
otherwise be in a Rapid Amortization Period, then such Rapid Amortization
Period will not terminate but shall continue uninterrupted.

Section 9.3. Special Provisions Concerning Remedies and Sale
Upon Manufacturer Event of Default or Inability to Turn Back under Repurchase
Program.

(a) Upon the occurrence of a Manufacturer Event of
Default, the Trustee shall have the right to (and shall, upon the direction of
the Required Beneficiaries) direct TFFC, or the Servicer to take such
reasonable actions at reasonable expense necessary to sell, or cause the
Servicer to sell, or cause the Servicer to sell, any or all of the Repurchase
Vehicles owned by TFFC and originated by such Manufacturer at a public or
private sale; provided, however, that the applicable Lessee shall have a right
of first refusal in connection with any such sale. If TFFC or the Servicer
shall have failed, within 15 Business Days of receiving the direction of the
Trustee, to take commercially reasonable action to accomplish such directions
of the Trustee, the Trustee may take such previously directed action (and any
related action as permitted under this Indenture thereafter determined by the
Trustee to be appropriate without the need under this provision or any other
provision under this Indenture to direct TFFC to take such action) on behalf of
TFFC and the Noteholders. The Trustee may take legal proceedings for the
appointment of a receiver or receivers (to which the Trustee shall be entitled
as a matter of right) to take possession of the

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Repurchase Vehicles pending the sale thereof pursuant either to the powers of
sale granted by this Indenture or to a judgment, order or decree made in any
judicial proceeding for the foreclosure or involving the enforcement of this
Indenture.

(b) Upon any sale of any of the Collateral directly by
the Trustee, whether made under the power of sale given under this Section 9.3
or under judgment, order or decree in any judicial proceeding for the
foreclosure or involving the enforcement of this Indenture:

(i) the Trustee, any Noteholder and/or any Enhancement
Provider may bid for and purchase the property being sold, and upon
compliance with the terms of sale may hold, retain and possess and
dispose of such property in its own absolute right without further
accountability;

(ii) the Trustee may make and deliver to the purchaser
or purchasers a good and sufficient deed, xxxx of sale and instrument
of assignment and transfer of the property sold;

(iii) the Trustee is hereby irrevocably appointed the
true and lawful attorney-in-fact of TFFC, in its name and stead, to
make all necessary deeds, bills of sale and instruments of assignment
and transfer of the property thus sold and for such other purposes as
are necessary or desirable to effectuate the provisions including,
without limitation, this Section 9.3) of this Indenture, and for that
purpose it may execute and deliver all necessary deeds, bills of sale
and instruments of assignment and transfer, and may substitute one or
more Persons with like power, TFFC hereby ratifying and confirming all
that its said attorney, or such substitute or substitutes, shall
lawfully do by virtue hereof, but if so requested by the Trustee or by
any purchaser, TFFC shall ratify and confirm any such sale or transfer
by executing and delivering to the Trustee or to such purchaser all
property, deeds, bills of sale, instruments of assignment and transfer
and releases as may be designated in any such request;

(iv) all right, title, interest, claim and demand
whatsoever, either at law or in equity or otherwise, of TFFC of, in
and to the property so sold shall be divested; and such sale shall be
a perpetual bar both at law and in equity against TFFC, its successors
and assigns, and against any and all Persons claiming or who may claim
the property sold or any part thereof from, through or under TFFC, its
successors or assigns;

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(v) the receipt of the Trustee or of the officer
thereof making such sale shall be a sufficient discharge to the
purchaser or purchasers at such sale for his or their purchase money,
and such purchaser or purchasers, and his or their assigns or personal
representatives, shall not, after paying such purchase money and
receiving such receipt of the Trustee or of such officer therefor, be
obliged to see to the application of such purchase money or be in any
wise answerable for any loss, misapplication or non-application
thereof; and

(vi) to the extent that it may lawfully do so, TFFC
agrees that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension or redemption laws, or any law
permitting it to direct the order in which Repurchase Vehicles shall
be sold, now or at any time hereafter in force, which may delay,
prevent or otherwise affect the performance or enforcement of this
Indenture.

(c) In addition to any rights and remedies now or
hereafter granted hereunder or under applicable law with respect to the
Collateral, the Trustee shall (subject to the foregoing provisions in respect
of the Repurchase Vehicles) have all of the rights and remedies of a secured
party under the UCC as enacted in any applicable jurisdiction.

Section 9.4. Other Remedies.

If an Amortization Event or a Servicer Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal or interest on the, Notes (or the applicable Series of Notes, in
the case of an Amortization Event that affects only one Series of Notes) or to
enforce the performance of any provision of the Notes, this Indenture or any
Supplement. If an Amortization Event has occurred in accordance with Section
9.1, the Trustee shall instruct TFFC to cease issuing Notes and the right of
TFFC to issue Notes shall automatically terminate. In addition, the Trustee
may, or shall at the direction of the Required Beneficiaries (or the Required
Noteholders, in the case of an Amortization Event that affects only one Series
of Notes), direct TFFC to exercise any rights or remedies under any Related
Document or under applicable law or otherwise.

The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding, and
any such proceeding instituted by the Trustee shall be in its own name as
trustee. A delay or omission by the

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Trustee or any Noteholder in exercising any right or remedy accruing upon an
Amortization Event shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Amortization Event. All remedies are cumulative to
the extent permitted by law.

Section 9.5. Waiver of Past Events.

Subject to Section 12.2 hereof, the Noteholders of any Series
owning an aggregate principal amount of Notes in excess of 66-2/3% of the
aggregate principal amount of the Outstanding Notes of such Series, by notice
to the Trustee, may waive any existing Potential Amortization Event or
Amortization Event related to clauses (a), (b), (c), (i) and (j) of Section 9.1
which relate to such Series and its consequences except a continuing Potential
Amortization Event or Amortization Event in the payment of the principal of or
interest on any Note. Upon any such waiver, such Potential Amortization Event
shall cease to exist with respect to such Series, and any Amortization Event
with respect to such Series arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Potential Amortization Event or impair any right
consequent thereon. A Potential Amortization Event or an Amortization Event
related to clauses (d) through (h) of Section 9.1 shall not be subject to
waiver.

Section 9.6. Control by Required Beneficiaries.

The Required Beneficiaries may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. However, subject to
Section 10.1, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Noteholders, or that may involve the Trustee
in personal liability.

Section 9.7. Limitation on Suits.

Any other provision of this Indenture to the contrary
notwithstanding, a Noteholder may pursue a remedy with respect to this
Indenture or the Notes only if:

(a) The Noteholder gives to the Trustee written notice
of a continuing Amortization Event;

(b) The Noteholders of at least 25% in principal
amount of all then Outstanding Series of Notes make a written request
to the Trustee to pursue the remedy;

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(c) Such Noteholder or Noteholders offer and, if
requested, provide to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense;

(d) The Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if
requested, the provision of indemnity; and

(e) During such 60-day period the Required
Beneficiaries do not give the Trustee a direction inconsistent with
the request.

A Noteholder may not use this Indenture to prejudice the rights of another
Noteholder or to obtain a preference or priority over another Noteholder.

Section 9.8. Unconditional Rights of Holders to Receive
Payment.

Notwithstanding any other provision of this Indenture, the
right of any Noteholder of a Note to receive payment of principal and interest
on the Note, on or after the respective due dates expressed in the Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Noteholder.

Section 9.9. Collection Suit by the Trustee.

If any Amortization Event specified in clauses (a) or (b) of
Section 9.1 occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against TFFC for
the whole amount of principal and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and 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 Trustee, its agents and counsel.

Section 9.10. The Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Noteholders allowed in any judicial proceedings relative to TFFC (or
any other obligor upon the Notes), its creditors or its property, and shall be
entitled and empowered to collect, receive and

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distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized
by each Noteholder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Noteholders, to pay the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 10.6 hereof.
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 10.6 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, Notes and other properties which the Noteholders of the Notes
may be entitled to receive in such proceeding whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Noteholder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder thereof, or to authorize the Trustee to vote in respect of the claim
of any Noteholder in any such proceeding.

Section 9.11. Priorities.

If the Trustee collects any money pursuant to this Article,
the Trustee shall pay out the money in accordance with the provisions of
Article 5 of this Indenture.

Section 9.12. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of any undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Noteholder pursuant to Section 9.7, or a suit by Noteholders of more than 10%
in principal amount of all then outstanding Notes.

Section 9.13. Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the
Trustee or to the holders of Notes is intended to be

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exclusive of any other right or remedy, and every right or remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given under this Indenture or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy under
this Indenture, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 9.14. Delay or Omission Not Waiver.

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

Section 9.15. Reassignment of Surplus.

After termination of this Indenture and the payment in full of
the TFFC Obligations, any proceeds of all the Collateral received or held by
the Trustee shall be turned over to TFFC and the Collateral shall be reassigned
to TFFC by the Trustee without recourse to the Trustee and without any
representations, warranties or agreements of any kind.

ARTICLE 10.

THE TRUSTEE

Section 10.1. Duties of the Trustee.

(a) If an Amortization Event or Servicer Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs; provided, however, that the
Trustee shall have no liability in connection with any action or inaction
taken, or not taken, by it upon the deemed occurrence of an Amortization Event
of which the Trustee has not received notice; and, provided, further, that the
preceding sentence shall not have the effect of insulating the Trustee from
liability arising out of the Trustee's negligence or willful misconduct.

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

(i) The Trustee undertakes to perform only those
duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and

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

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

(i) This clause does not limit the effect of clause
(b) of this Section 10.1.

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

(iii) The Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to Section 9.4.

(iv) The Trustee shall not be charged with knowledge of
any default by the Servicer in the performance of its obligations
under this Indenture, unless a Trust Officer of the Trustee obtains
actual knowledge of such failure or the Trustee receives written
notice of such failure from the Servicer or any Holders of Notes
evidencing not less than 10% of the aggregate principal amount of the
Notes of any Series adversely affected thereby.

(d) Notwithstanding anything to the contrary contained
in this Indenture or any of the Related Documents, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or incur
any liability if there is reasonable ground for believing that the repayment of
such funds is not reasonably assured to it by the security afforded to it by
the terms of this Indenture. The Trustee may refuse to perform

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any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense. The Trustee shall
not be required to perform, or be responsible for the manner of performance of
the Servicer under this Indenture unless the Trustee shall be successor to, and
be vested with the rights, duties, powers and privileges of, the Servicer in
accordance with terms of this Indenture or any Supplement.

(e) In the event that the Paying Agent or the Transfer
Agent and Registrar shall fail to perform any obligation, duty or agreement in
the manner or on the day required to be performed by the Paying Agent or the
Transfer Agent and Registrar, as the case may be, under this Indenture, the
Trustee shall be obligated as soon as practicable upon actual knowledge of a
Trust Officer thereof and receipt of appropriate records and information, if
any, to perform such obligation, duty or agreement in the manner so required.

(f) Subject to Section 10.3, all moneys received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee may allow and
credit to TFFC interest agreed upon by TFFC and the Trustee from time to time
as may be permitted by law.

Section 10.2. Rights of the Trustee.

Except as otherwise provided by Section 10.1:

(a) The Trustee may rely and shall be protected in
acting or refraining from acting based upon any document believed by
it to be genuine and to have been signed or presented by the proper
person.

(b) The Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

(c) The Trustee may act through agents, custodians and
nominees and shall not be responsible for the misconduct or negligence
of any agent, custodian or nominee appointed with due care.

(d) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to

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be authorized or within its rights or powers conferred upon it by the
Indenture.

(e) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture or
any Supplement, or to institute, conduct or defend any litigation
hereunder or in relation hereto, at the request, order or direction of
any of the Noteholders, pursuant to the provisions of this Indenture
or any Supplement, unless such Noteholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligations, upon the occurrence of a Servicer Default (which has not
been cured), to exercise such of the rights and powers vested in it by
this Indenture or any Supplement, and to use the same degree of care
and skill in their exercise as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

(f) The Trustee shall not be bound to make any
investigation into the facts of matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing so to do by the Required Noteholders of any
Series which could be adversely affected if the Trustee does not
perform such acts.

Section 10.3. Individual Rights of the Trustee.

The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with TFFC or an Affiliate
of TFFC with the same rights it would have if it were not Trustee. Any Paying
Agent may do the same with like rights. However, the Trustee is subject to
Section 10.9.

Section 10.4. The Trustee's Disclaimer.

Except as set forth in Section 10.11, the Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Supplement, any Assignment or the Notes, it shall not be
accountable for TFFC's use of the proceeds from the Notes or any money paid to
TFFC or upon TFFC's direction under any provision hereof, and it shall not be
responsible for any statement or recital herein or therein or any statement in
the Notes or any other document in connection with the sale of Notes or
pursuant to this Indenture, any

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Supplement or any Assignment Agreement, other than its certificate of
authentication.

Section 10.5. Notice of Potential Amortization Events.

If a Potential Amortization Event occurs and is continuing and
if a Trust Officer of the Trustee obtains actual knowledge thereof, the Trustee
shall mail to Noteholders a notice of the Potential Amortization Event within
30 days after the Trustee obtains knowledge thereof.

Section 10.6. Compensation.

(a) The Servicer shall pay to the Trustee from time to
time reasonable compensation for its acceptance of this Indenture and services
hereunder as set forth in a letter agreement between the Servicer and the
Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Servicer shall reimburse
the Trustee promptly upon request for all reasonable disbursements, advances
and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include (i) the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel and (ii) the
reasonable expenses of the Trustee's agents in administering the Collateral.
If the Trustee is appointed Successor Servicer pursuant to Section 4.17 of this
Indenture, the provisions of this Section 10.6 shall not apply to expenses,
disbursements and advances made or incurred by the Trustee as Successor
Servicer, which shall be covered out of the Servicing Fee.

(b) The Servicer shall not be required to reimburse
any expense or indemnify the Trustee against any loss, liability, or expense
incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith.

(c) When the Trustee incurs expenses or renders
services after an Amortization Event occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under
the Bankruptcy Code.

Section 10.7. Replacement of the Trustee.

(a) A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in this Section.

(b) The Trustee may, after giving sixty (60) days
prior written notice to TFFC and to each Noteholder, resign at

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any time and be discharged from the trust hereby created by so notifying TFFC
and the Servicer; provided, however, that no such resignation of the Trustee
shall be effective until a successor trustee has assumed the obligationS of the
Trustee hereunder. The Required Beneficiaries may remove the Trustee by so
notifying the Trustee, the Servicer and TFFC. TFFC or the Servicer may remove
the Trustee if:

(i) the Trustee fails to comply with Section 10.9;

(ii) the Trustee is adjudged a bankrupt or an insolvent
or an order for relief is entered with respect to the Trustee under
the Bankruptcy Code;

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

(iv) the Trustee becomes incapable of acting;

provided, however, that if a Servicer Default then exists and has a material
adverse effect on the Noteholders of any Series of Notes, then for so long as
such Servicer Default continues, the Servicer's right to remove the Trustee
will cease and the Required Beneficiaries will have the right to remove the
Trustee upon written notice to the Servicer, TFFC and the Trustee.

If the Trustee resigns or is removed or if a vacancy exists in
the office of the Trustee for any reason, TFFC or the Servicer shall promptly
appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Required Beneficiaries may appoint a successor
Trustee to replace the successor Trustee appointed by TFFC.

(c) If a successor Trustee does not take office within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Servicer; TFFC or any Secured Party may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

(d) If the Trustee after written request by any
Noteholder who has been a Noteholder for at least six months fails to comply
with Section 10.9, such Noteholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

(e) A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee, the Servicer and to
TFFC. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the

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Trustee under this Indenture and any Supplement. The successor Trustee shall
mail a notice of its succession to Noteholders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee;
provided, however, that all sums owing to the Trustee hereunder have been paid
and subject to the Lien provided for in Section 10.6. Notwithstanding
replacement of the Trustee pursuant to this Section 10.7, the Servicer's
obligations under Section 10.6 hereof shall continue for the benefit of the
retiring Trustee.

Section 10.8. Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

Section 10.9. Eligibility Disqualification.

(a) There shall at all times be a Trustee hereunder
which shall be (i) a corporation organized and doing business under the laws of
the United States of America or of any state thereof authorized under such laws
to exercise corporate trustee power, (ii) subject to supervision or examination
by Federal or state authority and shall have a combined capital and surplus of
at least $50,000,000 as set forth in its most recent published annual report of
condition, and (iii) subject to TIA Section 310(b), including the optional
provision permitted by the second sentence TIA Section 310(b)(9); it being
understood that for the purposes of the Indenture, with respect to Notes of any
Series, the provisions of TIA Section 301(b) with respect to conflicting
interests relating to "other securities" shall be interpreted to include Notes
of each other Series and with respect to "other indentures" shall include the
provisions of the Indenture relating to the Notes of such other Series. In
determining whether the Trustee has a conflicting interest as defined in TIA
Section 310(b)(1), the indentures set forth in the Indenture, if any, are
excluded.

(b) At any time the Trustee shall cease to satisfy the
eligibility requirements of clauses (a)(i) through (a)(iii) above, the Trustee
shall resign immediately in the manner and with the effect specified in Section
10.7.

Section 10.10. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this
Indenture or any Supplement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Collateral may at the
time be located, the Trustee

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shall have the power and may execute and deliver all instruments to appoint one
or more persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Collateral, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Collateral, or any part thereof, and, subject to the other
provisions of this Section 10.10, such powers, duties, obligations, rights and
trusts as the Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 10.9 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 10.7 of this Base Indenture. No co-trustee shall be appointed without
the consent of the Servicer unless such appointment is required as a matter of
state law or to enable the Trustee to perform its functions hereunder.

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

(i) The Notes of each Series shall be authenticated
and delivered solely by the Trustee or an authenticating agent
appointed by the Trustee.

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

(iii) No trustee hereunder shall be personally liable by
reason of any act or omission of any other trustee hereunder; and

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

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(c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article 10. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture or any Supplement, specifically including
every provision of this Indenture or any Supplement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer.

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

(e) In connection with the appointment of a
co-trustee, the Trustee may, at any time, at the Trustee's sole cost and
expense, without notice to the Noteholders, delegate its duties under this
Indenture and any Supplement to any Person who agrees to conduct such duties in
accordance with the terms hereof; provided, however, that no such delegation
shall relieve the Trustee of it obligations and responsibilities hereunder with
respect to any such delegated duties.

Section 10.11. Representations and Warranties of Trustee.
The Trustee represents and warrants that:

(i) The Trustee is a banking corporation organized,
existing and in good standing under the laws of the State of New York;

(ii) The Trustee has full power, authority and right to
execute, deliver and perform this Indenture and any Supplement issued
concurrently with this Indenture and to authenticate the Notes, and
has taken all necessary action to authorize the execution, delivery
and performance by it of this Indenture and any Supplement issued
concurrently with this Indenture and to authenticate the Notes;

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(iii) This Indenture has been duly executed and
delivered by the Trustee; and

(iv) The Trustee meets the requirements of eligibility
as a trustee hereunder set forth in Section 10.9 hereof.

Section 10.12. Knowledge of the Trustee.

For purposes hereof, a Trust Officer of the Trustee shall not
be deemed to have "knowledge" of a matter, event or occurrence solely by reason
of such matter, event or occurrence being within the public domain as, for
example, displayed in the media (including, without limitation, newspaper,
radio, television or periodical magazine).

ARTICLE 11.

DISCHARGE OF INDENTURE

Section 11.1. Termination of TFFC's Obligations.

(a) This Indenture shall cease to be of further effect
(except that the Servicer's obligations under Sections 4.12 and 10.6 and
TFFC's, the Trustee's and Paying Agent's obligations under Section 11.3 shall
survive) when all Outstanding Notes theretofore authenticated and issued have
been delivered (other than destroyed, lost or stolen Notes which have been
replaced or paid) to the Trustee for cancellation and TFFC has paid all sums
payable hereunder.

(b) In addition, except as may be provided to the
contrary in any Supplement, TFFC may terminate all of its obligations under
this Indenture if:

(i) TFFC irrevocably deposits in trust with the Trustee
or at the option of the Trustee, with a trustee reasonably
satisfactory to the Trustee and TFFC under the terms of an
irrevocable trust agreement in form and substance satisfactory to the
Trustee, money or U.S. Government Obligations sufficient to pay when
due principal and interest on the Notes to maturity or redemption, as
the case may be, and to pay all other sums payable by it hereunder;
provided, however, that (1) the trustee of the irrevocable trust
shall have been irrevocably instructed to pay such money or the
proceeds of such U.S. Government Obligations to the Trustee and (2)
the Trustee shall have been irrevocably instructed to apply such
money or the proceeds of such U.S. Government Obligations to the
payment

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of said principal and interest with respect to the Notes; and

(ii) TFFC delivers to the Trustee an Officers'
Certificate stating that all conditions precedent to satisfaction and
discharge of this Indenture have been complied with, and an Opinion
of Counsel to the same effect.

Then, this Indenture shall cease to be of further effect (except as provided in
this paragraph), and the Trustee, on demand of TFFC, shall execute proper
instruments acknowledging confirmation of and discharge under this Indenture.

(c) After such irrevocable deposit made pursuant to
Section 11.1(b) and satisfaction of the other conditions set forth herein, the
Trustee upon request shall acknowledge in writing the discharge of TFFC's
obligations under this Indenture except for those surviving obligations
specified above.

In order to have money available on a payment date to pay
principal or interest on the Notes, the U.S. Government Obligations shall be
payable as to principal or interest at least one Business Day before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

"U.S. Government Obligations" means direct obligations of the
United States of America, or any agency or instrumentality thereof for the
payment of which the full faith and credit of the United states of America is
pledged.

Section 11.2. Application of Trust Money.

The Trustee or a trustee satisfactory to the Trustee and TFFC
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 11.1. The Trustee shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent in accordance
with this Indenture to the payment of principal and interest on the Notes.

The provisions of this Section shall survive the expiration or
earlier termination of this Indenture.

Section 11.3. Repayment to TFFC.

The Trustee and the Paying Agent shall promptly pay to TFFC
upon written request any excess money or Notes held by them at any time.

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Subject to Section 2.7(c), the Trustee and the Paying Agent
shall pay to TFFC upon written request any money held by them for the payment
of principal or interest that remains unclaimed for two years after the date
upon which such payment shall have become due.

The provisions of this Section shall survive the expiration or
earlier termination of this Indenture.

ARTICLE 12.

AMENDMENTS

Section 12.1. Without Consent of the Noteholders.

Without the consent of any Noteholder but with the consent of
the Rating Agencies, TFFC, the Servicer, the Trustee, and any applicable
Enhancement Provider, at any time and from time to time, may enter into one or
more Supplements hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(a) to create a new Series of Notes (including, without
limitation, making such modifications to the Indenture and the other
Related Documents as may be required to issue a Segregated Series of
Notes);

(b) to add to the covenants of TFFC for the benefit of
the Noteholders of all or any Series of Notes (and if such covenants
are to be for the benefit of less than all Series of Notes, stating
that such covenants are expressly being included solely for the
benefit of such Series) or to surrender any right or power herein
conferred upon TFFC (provided, however, that TFFC will not pursuant
to this subsection 12.1(b) surrender any right or power it has
against the Servicer, the Guarantor, any Lessee or any Manufacturer);

(c) to mortgage, pledge, convey, assign and transfer to
the Trustee any property or assets as security for the Notes and to
specify the terms and conditions upon which such property or assets
are to be held and dealt with by the Trustee and to set forth such
other provisions in respect thereof as may be required by the
Indenture or as may, consistent with the provisions of the Indenture,
be deemed appropriate by TFFC and the Trustee, or to correct or
amplify the description of any such property or assets at any time so
mortgaged, pledged, conveyed and transferred to the Trustee;

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(d) to cure any ambiguity, defect, or inconsistency or
to correct or supplement any provision contained herein or in any
Supplement or in any Notes issued hereunder;

(e) to provide for uncertificated Notes in addition to
certificated Notes;

(f) to add to or change any of the provisions of the
Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Notes, registrable or not registrable as
to principal, and with or without interest coupons;

(g) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Notes of one or more Series and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than
one Trustee; or

(h) to correct or supplement any provision herein which
may be inconsistent with any other provision herein or to make any
other provisions with respect to matters or questions arising under
this Indenture;

provided, however, that, as evidenced by an Opinion of Counsel, such action
shall not adversely affect in any material respect the interests of any
Noteholders. Upon the request of TFFC, accompanied by a resolution of the
Board of Directors authorizing the execution of any Supplement to effect such
amendment, and upon receipt by the Trustee and the Servicer of the documents
described in Section 2.2 hereof, the Trustee and the Servicer shall join with
TFFC in the execution of any Supplement authorized or permitted by the terms of
this Indenture and shall make any further appropriate agreements and
stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into such Supplement which affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 12.2. With Consent of the Noteholders.

Except as provided in Section 12.1, the provisions of this
Indenture and any Supplement (unless otherwise provided in such Supplement) and
each other Related Document to which TFFC is a party may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to in writing by TFFC, the Servicer, the Trustee, any
applicable Enhancement Provider, the Rating Agencies, and the Required
Beneficiaries (or the Required Noteholders of a Series of Notes, in respect of
any amendment to this Indenture, the

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Supplement with respect to such Series of Notes or any Related Document which
affects only the Noteholders of such Series of Notes and does not affect the
Noteholders of any other Series of Notes, as substantiated by an Opinion of
Counsel to such effect, which Opinion of Counsel may, to the extent same is
based on any factual matter, rely upon an Officers' Certificate as to the truth
of such factual matter). Notwithstanding the foregoing:

(i) any modification of this Section 12.2, any
requirement hereunder that any particular action be taken by
Noteholders holding a certain percentage in principal amount of the
Notes or any change in the definition of the terms "Aggregate Asset
Amount" or "Asset Amount Deficiency" (other than in connection with
the issuance of a Segregated Series of Notes), "Eligible
Manufacturer" or "Eligible Repurchase Program" (other than in
connection with a waiver of such eligibility requirement by the
Noteholders of any Series of Notes, but only to the extent so
provided in the related Supplement in respect of such Series of
Notes), "Invested Amount", "Invested Percentage", or the applicable
amount of Enhancement or any defined term used for the purpose of any
such definitions shall require the consent of each affected
Noteholder; and

(ii) any amendment, waiver or other modification that
would (a) extend the due date for, or reduce the amount of any
scheduled repayment or prepayment of principal of or interest on any
Note (or reduce the principal amount of or rate of interest on any
Note) shall require the consent of each affected Noteholder; (b)
approve the assignment or transfer by TFFC of any of its rights or
obligations hereunder or under any other Related Document to which it
is a party except pursuant to the express terms hereof or thereof
shall require the consent of each Noteholder; (c) release any obligor
under any Related Document to which it is a party except pursuant to
the express terms of such Related Document shall require the consent
of each Noteholder; provided, however, that the Liens on Vehicles may
be released as provided in Section 3.6; (d) affect adversely the
interests, rights or obligations of any Noteholder individually in
comparison to any other Noteholder shall require the consent of such
Noteholder; or (e) amend or otherwise modify any Amortization Event
shall require the consent of each affected Noteholder.

No failure or delay on the part of any Noteholder or the Trustee in exercising
any power or right under this Indenture or any other Related Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power or right

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preclude any other or further exercise thereof or the exercise of any other
power or right.

Section 12.3. Supplements.

Each amendment or other modification to this Indenture or the
Notes shall be set forth in a Supplement. Each Supplement shall require the
consent of the Rating Agencies. In addition to the manner provided in Section
12.2, each Supplement may be amended as provided for in such Supplement.

Section 12.4. Revocation and Effect of Consents.

Until an amendment or waiver becomes effective, a consent to
it by a Noteholder of a Note is a continuing consent by the Noteholder and
every subsequent Noteholder of a Note or portion of a Note that evidences the
same debt as the consenting Noteholder's Note, even if notation of the consent
is not made on any Note. However, any such Noteholder or subsequent Noteholder
may revoke the consent as to his Note or portion of a Note if the Trustee
receives written notice of revocation before the date the amendment or waiver
becomes effective. An amendment or waiver becomes effective in accordance with
its terms and thereafter binds every Noteholder. TFFC may fix a record date
for determining which Noteholders must consent to such amendment or waiver.

Section 12.5. Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an
amendment or waiver on any Note thereafter authenticated. TFFC in exchange for
all Notes may issue and the Trustee shall authenticate new Notes that reflect
the amendment or waiver. Failure to make the appropriate notation or issue a
new Note shall not affect the validity and effect of such amendment or waiver.

Section 12.6. The Trustee to Sign Amendments, etc.

The Trustee shall sign any Supplement authorized pursuant to
this Article 12 if the Supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but
need not, sign it. In signing or refusing to sign such Supplement, the Trustee
shall be entitled to receive, if requested, an indemnity reasonably
satisfactory to it and to receive and, subject to Section 10.1, shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
as conclusive evidence that such Supplement is authorized or permitted by this
Indenture and that it will be valid and binding upon TFFC in accordance with

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its terms. TFFC may not sign a Supplement until its Board of Directors
approves it.

ARTICLE 13.

MISCELLANEOUS

Section 13.1. Notices.

(a) Any notice or communication by TFFC or the Trustee
to the others shall be in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
other's address:

If to TFFC:

0000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxx X. Norwalk
Phone: (000) 000-0000
Fax: (000) 000-0000

If to the Trustee:

Bankers Trust Company
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust and Agency Group/Structured Finance
Phone: (000) 000-0000
Fax: (000) 000-0000

If to Team:

000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxxx X. Norwalk
Phone: (000) 000-0000
Fax: (000) 000-0000

TFFC or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications;
provided, however, TFFC may not at any time designate more than a total of
three (3) addresses to which notices must be sent in order to be effective.

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Any notice (i) given in person shall be deemed delivered on
the date of delivery of such notice, (ii) given by first class mail shall be
deemed given five (5) days after the date that such notice is mailed, (iii)
delivered by telex or telecopier shall be deemed given on the date of delivery
of such notice, and (iv) delivered by overnight air courier shall be deemed
delivered one Business Day after the date that such notice is delivered to such
overnight courier.

Notwithstanding any provisions of this Indenture to the
contrary, the Trustee shall have no liability based upon or arising from the
failure to receive any notice required by or relating to this Indenture or the
Notes.

If TFFC mails a notice or communication to Noteholders, it
shall mail a copy to the Trustee at the same time.

(b) Where the Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if sent in writing and mailed, first-class
postage prepaid, to each Noteholder affected by such event, at its address as
it appears in the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed (if any) for the giving of such
notice. In any case where notice to Noteholder is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Noteholder shall affect the sufficiency of such notice with respect
to other Noteholders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Noteholders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

In the case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made that is satisfactory to
the Trustee shall constitute a sufficient notification for every purpose
hereunder.

Section 13.2. Communication by Noteholders With Other
Noteholders.

Noteholders may communicate with other Noteholders with
respect to their rights under this Indenture or the Notes.

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Section 13.3. Certificate and Opinion as to Conditions
Precedent.

Upon any request or application by TFFC to the Trustee to take
any action under this Indenture, TFFC shall furnish to the Trustee:

(a) an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 13.4) stating that, in the opinion of
the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been
complied with; and

(b) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 13.4) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been
complied with.

Section 13.4. Statements Required in Certificate or Opinion.

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

(a) a statement that the Person making such certificate
or opinion has read such covenant or condition;

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

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

(d) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

Section 13.5. Rules by the Trustee and the Paying Agent.

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

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Section 13.6. No Recourse Against Others.

A director, Authorized Officer, employee or stockholder of
TFFC, as such, shall not have any liability for any obligations of TFFC under
the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Noteholder by accepting a
Note waives and releases all such liability.

Section 13.7. Duplicate Originals.

The parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.

Section 13.8. Benefits of Indenture.

Nothing in this Indenture or in the Notes, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under the Indenture.

Section 13.9. Payment on Business Day.

In any case where any Distribution Date, redemption date or
maturity date of any Note shall not be a Business Day, then Notwithstanding any
other provision of this Indenture) payment of interest or principal land
premium, if any), as the case may be, need not be made on such date but may be
made on the next succeeding Business Day with the same force and effect as if
made on the Distribution Date, redemption date, or maturity date; provided,
however, that no interest shall accrue for the period from and after such
Distribution Date, redemption date, or maturity date, as the case may be.

Section 13.10. Governing Law.

The laws of the State of New York, including, without
limitation, the UCC, but excluding any conflicts of laws, shall govern and be
used to construe this Indenture and the Notes and the rights and duties of the
Trustee, Registrar, Paying Agent, Noteholders and Note Owners.

Section 13.11. No Adverse Interpretation of Other Agreements.

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

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Section 13.12. Successors.

All agreements of TFFC in this Indenture and the Notes shall
bind its successor; provided, however, TFFC may not assign its obligations or
rights under this Indenture or any Related Document. All agreements of the
Trustee in this Indenture shall bind its successor.

Section 13.13. Severability.

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

Section 13.14. Counterpart Originals.

The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 13.15. Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table, and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 13.16. Termination; Collateral.

This Indenture, and any grants, pledges and assignments
hereunder, shall become effective concurrently with the issuance of the first
Series of Notes and shall terminate when (a) all TFFC Obligations shall have
been fully paid and satisfied, (b) the obligations of each Enhancement Provider
under any Enhancement and related documents have terminated, and (c) any
Enhancement shall have terminated, at which time the Trustee, at the request of
TFFC and upon receipt of an Officers' Certificate from TFFC to the effect that
the conditions in clauses (a), (b) and (c) above have been complied with and
upon receipt of a certificate from the Trustee and each Enhancement Provider to
the effect that the conditions in clauses (a), (b) and (c) above relating to
the TFFC Obligations to the Noteholders and each Enhancement Provider have been
complied with, shall reassign (without recourse upon, or any warranty
whatsoever by, the Trustee) and deliver all Collateral and documents then in
the custody or possession of the Trustee promptly to TFFC.

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TFFC and the Secured Parties hereby agree that, if any
Deposited Funds remain on deposit in the Collection Account after the
termination of this Indenture, such amounts shall be released by the Trustee
and paid to TFFC.

Section 13.17. No Bankruptcy Petition Against TFFC.

Each of the Secured Parties, the Trustee and the Servicer
hereby covenants and agrees that, prior to the date which is one year and one
day after the payment in full of the latest maturing Note, it will not
institute against, or join with any other Person in instituting, against TFFC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings, under any Federal or state bankruptcy or
similar law; provided, however, that nothing in this Section 13.17 shall
constitute a waiver of any right to indemnification, reimbursement or other
payment from TFFC pursuant to this Indenture. In the event that any such
Secured Party, the Trustee or the Servicer takes action in violation of this
Section 13.17, TFFC shall file an answer with the bankruptcy court or otherwise
properly contesting the filing of such a petition by any such Secured Party,
the Trustee or the Servicer against TFFC or the commencement of such action and
raising the defense that such Secured Party, the Trustee or the Servicer has
agreed in writing not to take such action and should be estopped and precluded
thereof rom and such other defenses, if any, as its counsel advises that it may
assert. The provisions of this Section 13.17 shall survive the termination of
this Indenture, and the resignation or removal of the Servicer or the Trustee.
Nothing contained herein shall preclude participation by any Secured Party, the
Trustee or the Servicer in the assertion or defense of its claims in any such
proceeding involving TFFC.

Section 13.18. No Recourse.

The obligations of TFFC under this Indenture are solely the
corporate obligations of TFFC. No recourse shall be had for the payment of any
amount owing in respect of any fee hereunder or any other obligation or claim
arising out of or based upon this Indenture against any stockholder, employee,
officer, director or incorporator of TFFC. Fees, expenses or costs payable by
TFFC hereunder shall be payable by TFFC to the extent and only to the extent
that TFFC is reimbursed therefor pursuant to the Lease or the Related
Documents, or funds are then available or thereafter become available for such
purpose pursuant to Article 5.

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117

Section 13.19. Confidentiality.

The Trustee shall not disclose any Confidential Information to
any Person without the consent of Team or TFFC, other than (a) to any Secured
Party or to the Trustee's Affiliates or to any of their respective officers,
directors, employees, agents and advisors and to actual or prospective
assignees and participants, and then only on a confidential basis, (b) as
required by any law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign authority or examiner
regulating such Person. "Confidential Information" means proprietary
information of Team or TFFC or other information that Team or TFFC furnishes to
the Trustee on a confidential basis, but does not include any such Information
that is or becomes generally available to the public or that is or becomes
available to the Trustee from, a source other than Team or TFFC.

Section 13.20. Special Provision Regarding Filing of
Certificates of Title. (a) Notwithstanding anything to the contrary contained
in this Indenture or any Related Document, including, without limitation, any
representation or warranty of TFFC contained in this Indenture or any Related
Document Vehicles owned by TFFC on the date of the issuance of the first Series
of Notes and/or Vehicles transferred to TFFC by an Affiliate (including a
Subsidiary) of Team as of such date pursuant to Section 2.1(b) of a Lease
and/or Vehicles purchased by TFFC at an auction shall, for the period
commencing on such date of issuance and ending on the date thirty (30) days
thereafter, constitute either "Eligible Repurchase Vehicles" or "Eligible
Non-Repurchase Vehicles," as applicable, notwithstanding the fact that the
Trustee's lien is not on such date noted as a first lien on the Certificates of
Title with respect to such Vehicles and notwithstanding the fact that TFFC is
not on such date noted on the Certificates of Title with respect to such
Vehicles as the owner of such Vehicles (or that such additional steps as may be
required to perfect the first Lien of the Trustee shall not have been taken in
any state in which notation on the Certificate of Title of TFFC as owner and
the Trustee as the holder of a first Lien are not sufficient to cause the
Trustee's Lien hereunder to be perfected); provided, however, that as a
condition to such Vehicles remaining as Eligible Repurchase Vehicles or
Eligible Non-Repurchase Vehicles, as applicable, (x) the Servicer and TFFC, in
accordance with the terms of the related Lease, shall promptly and diligently
take such steps as are necessary to cause all such Certificates of Title to be
changed so that TFFC is noted thereon as the owner of all such Vehicles and the
Trustee is noted thereon as the holder of a first Lien thereon (and to cause
such Lien of the Trustee to be perfected) or, if such steps cannot be taken
after such exercise of diligent efforts, cause

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sufficient Vehicles to be repurchased by Lessees for the applicable Net Book
Value, with respect to Repurchase Vehicles, or the applicable Non-Repurchase
Vehicle Value, with respect to Non-Repurchase Vehicles, prior to the expiration
of such 30 day time period such that the conditions of this Section 13.20(a)
are satisfied, and (y) the Servicer and TFFC shall deliver an Officers'
Certificate to the Trustee regarding the status of such Vehicles in the form
annexed hereto as Exhibit J on or prior to the expiration of such thirty (30)
day period; and provided, further, however, that nothing in this Section
13.20(a) shall have any effect as applied to any Vehicle in the event that such
Vehicle is not an "Eligible Repurchase Vehicle" or an "Eligible Non-Repurchase
Vehicle," as applicable, for any reason other than as set forth in this Section
13.20(a).

(b) If the Servicer and TFFC fail to satisfy the
conditions set forth in Section 13.20(a) within the thirty (30) day period set
forth therein, same shall be an Amortization Event under clause (c) of Section
9.1; provided, however, such failure shall be deemed to materially and
adversely affect the interests of the Noteholders and TFFC shall not receive
the benefit of the thirty (30) day or fifty (50) day grace period provided in
such clause (c).

(c) Any Note Owner shall be entitled to examine copies
of up to 100 of the Certificates of Title (and the related applications to show
TFFC as the owner of such Vehicle and to note the lien of the Trustee thereon)
for Vehicles owned by TFFC on the date of the issuance of the first Series of
Notes (or Vehicles transferred to TFFC by an Affiliate (including a Subsidiary)
of Team, or Vehicles acquired by TFFC at an auction as of the date of the
issuance of the first Series of Notes pursuant to Section 2.1(b) of a Lease) if
such Note Owner first delivers to the Servicer a written request to review
copies of such Certificates of Title, which request shall (i) be delivered
after the twentieth day after the date of the issuance of the first Series of
Notes, (ii) contain a certification of such Note Owner that such person is a
Note Owner, (iii) specify the Vehicles for which copies of Certificates of
Title (and related applications) are desired and (iv) provide an address for
delivery of copies of such Certificates of Title (and related applications).
Within ten (10) days after receipt of notice as aforesaid, the Servicer shall
forward copies of such Certificates of Title (together with copies of the
related applications to show TFFC as the owner of the Vehicle and to note the
lien of the Trustee thereon, if required).

Section 13.21. Special Provision Regarding Affiliate Sale
Transactions. (a) In the event that, after the date of the issuance of the
first Series of Notes hereunder, the Issuer and a

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Lessee desire that an Affiliate Sale Transaction occur pursuant to Section
2.1(b) of a Lease, then the Issuer shall deliver to the Trustee not less than
thirty (30) days prior written notice of such Affiliate Sale Transaction and
shall deliver to the Trustee, not later than five (5) Business Days prior to
the date of the closing of such Lessee Sale Transaction, the following:

(i) all deliveries required to be delivered by the
Selling Affiliate to the Lessor pursuant to Section 2.1(b) of the
related Lease;

(ii) an Officers' Certificate from each of the Servicer
and TFFC undertaking to comply with the provisions of this Section
13.21 in the form of the Officers' Certificate delivered to the
Trustee by the Servicer and TFFC in connection with the issuance of
the first Series of Notes;

(iii) a "true sale" Opinion of Counsel regarding the
transfer of the Team Acquired Vehicles from the Selling Affiliate to
the Lessor in substantially the same form as the opinion delivered to
the Trustee by Dechert Price & Xxxxxx in connection with the
Affiliate Sale Transactions that took place concurrently with the
issuance of the first Series of Notes; and

(iv) an Opinion of Counsel regarding the perfection of
the Trustee's security interest in the Affiliate Acquired Vehicles
and the priority of such interest in respect of the Liens of other
parties (other than Permitted Liens) upon the completion of the
retitling of the Vehicles into the name of the Issuer and the noting
of the Lien of the Trustee on the Certificates of Title with respect
thereto, substantially in the same form as the opinion delivered to
the Trustee by Dechert Price & Xxxxxx in connection with the
Affiliate Sale Transactions that took place concurrently with the
issuance of the first Series of Notes.

(b) All Team Acquired Vehicles acquired by the Issuer in
connection therewith shall, for the period commencing on the closing date of
such Affiliate Sale Transaction and ending on the date thirty (30) days
thereafter, be deemed to be "Eligible Repurchase Vehicles" or "Eligible
Non-Repurchase Vehicles," as appropriate, notwithstanding the fact that the
Trustee's lien is not noted as a first lien on the Certificates of Title with
respect to such Vehicles and notwithstanding the fact that TFFC is not on such
date noted on the Certificates of Title with respect to such Team Acquired
Vehicles as the owner of such Vehicles (or that such additional steps as may be
required to

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perfect the first Lien of the Trustee shall not have been taken in any state in
which notation on the Certificate of Title of TFFC as owner and the Trustee as
the holder of a first Lien is not sufficient to cause the Trustee's Lien
hereunder to be perfected); provided, however, as a condition to such Team
Acquired Vehicles remaining "Eligible Repurchase Vehicles" or "Eligible
Non-Repurchase Vehicles," as appropriate, as set forth above, (x) the Servicer
and TFFC in accordance with the terms of the related Lease shall promptly and
diligently take such steps as are necessary to cause all such Certificates of
Title to be changed so that TFFC is noted thereon as the owner of all such Team
Acquired Vehicles and the Trustee is noted thereon as the holder of a first
Lien thereon (and to cause the Trustee's Lien to be perfected) or, if such
steps cannot be taken after such exercise of reasonable efforts, cause
sufficient Team Acquired Vehicles to be repurchased by Lessees for the
applicable Net Book Value prior to the expiration of the foregoing thirty (30)
day period so that the foregoing conditions are satisfied and (y) TFFC and the
Servicer shall deliver an Officers' Certificate to the Trustee regarding the
status of such Team Acquired Vehicles in the form annexed hereto as Exhibit J
on or prior to the expiration of the foregoing thirty (30) day period; and
provided, further, however, the foregoing provisions of this Section 13.21(b)
shall have no effect as applied to any Team Acquired Vehicle in the event that
such Team Acquired Vehicle is not an "Eligible Repurchase Vehicle" or "Eligible
Non-Repurchase Vehicle," as appropriate, for any reason other than as set forth
in the foregoing provisions of this Section 13.21(b).

(c) If the Servicer and TFFC fail to satisfy the
conditions set forth in Section 13.21(b) within the thirty (30) day period
provided for therein, same shall be an Amortization Event under clause (c) of
Section 9.1; provided, however, such failure shall be deemed to materially and
adversely affect the interests of the Noteholders and TFFC shall not receive
the benefit of the thirty (30) day or fifty (50) day grace period provided in
such clause (c).

Section 13.22. Special Provision Regarding Auction Acquired
Vehicles. (a) In the event that, after the date of the issuance of the first
Series of Notes hereunder, the Issuer and a Lessee desire that the Issuer
acquire a Vehicle at an auction conducted by a dealer not affiliated with Team
pursuant to the terms of a Lease, then the Issuer shall deliver to the Trustee
not less than thirty (30) days prior written notice of such auction and shall
deliver to the Trustee, not later than five (5) Business Days prior to the date
of such auction, the following:

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(i) all deliveries required to be delivered by the
Lessee requesting the acquisition of such Vehicle or Vehicles at
auction pursuant to the related Lease;

(ii) an Officers' Certificate from each of the Servicer
and TFFC undertaking to comply with the provisions of this Section
13.22 in the form of the Officers' Certificate delivered to the
Trustee by the Servicer and TFFC in connection with the issuance of
the first Series of Notes; and

(iii) an Opinion of Counsel regarding the perfection of
the Trustee's security interest in the Vehicles acquired at auction
and the priority of such interest in respect of the Liens of other
parties (other than Permitted Liens) upon the completion of the
retitling of the Vehicles into the name of the Issuer and the noting
of the Lien of the Trustee on the Certificates of Title with respect
thereto, substantially in the same form as the opinion delivered to
the Trustee by Dechert Price & Xxxxxx in connection with the
Affiliate Sale Transactions that took place concurrently with the
issuance of the first Series of Notes.

(b) All Auction Acquired Vehicles acquired by the Issuer
shall, for the period commencing on the closing date of such Affiliate auction
and ending on the date twenty (20) days thereafter, be deemed to be "Eligible
Repurchase Vehicles" or "Eligible Non-Repurchase Vehicles," as appropriate,
notwithstanding the fact that the Trustee's lien is not noted as a first lien
on the Certificates of Title with respect to such Vehicles and notwithstanding
the fact that TFFC is not on such date noted on the Certificates of Title with
respect to such Auction Acquired Vehicles as the owner of such Vehicles (or
that such additional steps as may be required to perfect the first Lien of the
Trustee shall not have been taken in any state in which notation on the
Certificate of Title of TFFC as owner and the Trustee as the holder of a first
Lien is not sufficient to cause the Trustee's Lien hereunder to be perfected);
provided, however, as a condition to such Auction Acquired Vehicles remaining
"Eligible Repurchase Vehicles" or "Eligible Non-Repurchase Vehicles," as
appropriate, as set forth above, (x) the Servicer and TFFC in accordance with
the terms of the related Lease shall promptly and diligently take such steps as
are necessary to cause all such Certificates of Title to be changed so that
TFFC is noted thereon as the owner of all such Auction Acquired Vehicles and
the Trustee is noted thereon as the holder of a first Lien thereon (and to
cause the Trustee's Lien to be perfected) or, if such steps cannot be taken
after such exercise of reasonable efforts, cause sufficient Auction Acquired
Vehicles

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to be repurchased by Lessees for the applicable Net Book Value prior to the
expiration of the foregoing twenty (20) day period so that the foregoing
conditions are satisfied and (y) TFFC and the Servicer shall deliver an
Officers' Certificate to the Trustee regarding the status of such Team Acquired
Vehicles in the form annexed hereto as Exhibit J on or prior to the expiration
of the foregoing twenty (20) day period; and provided, further, however, the
foregoing provisions of this Section 13.22(b) shall have no effect as applied
to any Auction Acquired Vehicle in the event that such Auction Acquired Vehicle
is not an "Eligible Repurchase Vehicle" or "Eligible Non-Repurchase Vehicle,"
as appropriate, for any reason other than as set forth in the foregoing
provisions of this Section 13.22(b).

(c) If the Servicer and TFFC fail to satisfy the
conditions set forth in Section 13.22(b) within the twenty (20) period provided
for therein, same shall be an Amortization Event under clause (c) of Section
9.1; provided, however, such failure shall be deemed to materially and
adversely affect the interests of the Noteholders and TFFC shall not receive
the benefit of the thirty (30) day or fifty (50) day grace period provided in
such clause (c).

* * *

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IN WITNESS WHEREOF, the Trustee, the Servicer, Team, as Team
Interestholder, and TFFC have caused this Amended and Restated Base Indenture
to be duly executed by their respective duly authorized officers as of the day
and year first written above.

TEAM FLEET FINANCING CORPORATION,
as Issuer

By: Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chairman and Chief
Executive Officer and
President

TEAM RENTAL GROUP, INC., as Servicer

By: Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer

TEAM RENTAL GROUP, INC.,
as Team Interestholder

By: Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer

BANKERS TRUST COMPANY, as Trustee

By: Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer

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BASE INDENTURE

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