<PAGE>
                                                                     Exhibit 4.1

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                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -

                             [LIST OF NOTE CLASSES]

                                   ----------



                                    INDENTURE


                             DATED AS OF     ,


                                   ----------


                                       [o]
                                INDENTURE TRUSTEE


================================================================================
<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                             PAGE
                                                                                                                             ----
<S>                                                                                                                          <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...........................................................................3

    SECTION 1.1         DEFINITIONS............................................................................................3
    SECTION 1.2         INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......................................................3

ARTICLE II THE NOTES...........................................................................................................3

    SECTION 2.1         FORM...................................................................................................3
    SECTION 2.2         EXECUTION, AUTHENTICATION AND DELIVERY.................................................................4
    SECTION 2.3         TEMPORARY NOTES........................................................................................5
    SECTION 2.4         REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES...........................................5
    SECTION 2.5         MUTILATED, DESTROYED, LOST OR STOLEN NOTES.............................................................6
    SECTION 2.6         PERSONS DEEMED NOTEHOLDERS.............................................................................7
    SECTION 2.7         PAYMENT OF PRINCIPAL AND INTEREST......................................................................7
    SECTION 2.8         CANCELLATION OF NOTES..................................................................................9
    SECTION 2.9         RELEASE OF COLLATERAL.................................................................................10
    SECTION 2.10            BOOK-ENTRY NOTES..................................................................................10
    SECTION 2.11            NOTICES TO CLEARING AGENCY........................................................................11
    SECTION 2.12            DEFINITIVE NOTES..................................................................................11
    SECTION 2.13            SELLER AS NOTEHOLDER..............................................................................11
    SECTION 2.14            TAX TREATMENT.....................................................................................11
    SECTION 2.15            SPECIAL TERMS APPLICABLE TO THE PRIVATE NOTES.....................................................11

ARTICLE III COVENANTS.........................................................................................................13

    SECTION 3.1         PAYMENT OF PRINCIPAL AND INTEREST.....................................................................13
    SECTION 3.2         MAINTENANCE OF AGENCY OFFICE..........................................................................13
    SECTION 3.3         MONEY FOR PAYMENTS TO BE HELD IN TRUST................................................................13
    SECTION 3.4         EXISTENCE.............................................................................................15
    SECTION 3.5         PROTECTION OF TRUST ESTATE; ACKNOWLEDGMENT OF PLEDGE..................................................15
    SECTION 3.6         OPINIONS AS TO TRUST ESTATE...........................................................................16
    SECTION 3.7         PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES..................................................16
    SECTION 3.8         NEGATIVE COVENANTS....................................................................................17
    SECTION 3.9         ANNUAL STATEMENT AS TO COMPLIANCE.....................................................................18
    SECTION 3.10            CONSOLIDATION, MERGER, ETC., OF ISSUER; DISPOSITION OF TRUST ASSETS...............................18
    SECTION 3.11            SUCCESSOR OR TRANSFEREE...........................................................................20
    SECTION 3.12            NO OTHER BUSINESS.................................................................................20
    SECTION 3.13            NO BORROWING......................................................................................21
    SECTION 3.14            GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.................................................21
    SECTION 3.15            SERVICER'S OBLIGATIONS............................................................................21
    SECTION 3.16            CAPITAL EXPENDITURES..............................................................................21
    SECTION 3.17            REMOVAL OF ADMINISTRATOR..........................................................................21
    SECTION 3.18            RESTRICTED PAYMENTS...............................................................................21
    SECTION 3.19            NOTICE OF EVENTS OF DEFAULT.......................................................................22
    SECTION 3.20            FURTHER INSTRUMENTS AND ACTS......................................................................22
    SECTION 3.21            INDENTURE TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND WARRANTY RECEIVABLES.............22
    SECTION 3.22            REPRESENTATIONS AND WARRANTIES BY THE ISSUER TO THE INDENTURE TRUSTEE.............................22

ARTICLE IV SATISFACTION AND DISCHARGE.........................................................................................23

    SECTION 4.1         SATISFACTION AND DISCHARGE OF INDENTURE...............................................................23
    SECTION 4.2         APPLICATION OF TRUST MONEY............................................................................24
    SECTION 4.3         REPAYMENT OF MONIES HELD BY PAYING AGENT..............................................................24
</Table>



                                        i
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<Table>
<S>                                                                                                                          <C>
    SECTION 4.4         DURATION OF POSITION OF INDENTURE TRUSTEE.............................................................24

ARTICLE V DEFAULT AND REMEDIES................................................................................................24

    SECTION 5.1         EVENTS OF DEFAULT.....................................................................................24
    SECTION 5.2         ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................................25
    SECTION 5.3         COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE.............................26
    SECTION 5.4         REMEDIES; PRIORITIES..................................................................................28
    SECTION 5.5         OPTIONAL PRESERVATION OF THE RECEIVABLES..............................................................29
    SECTION 5.6         LIMITATION OF SUITS...................................................................................29
    SECTION 5.7         UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST.................................30
    SECTION 5.8         RESTORATION OF RIGHTS AND REMEDIES....................................................................30
    SECTION 5.9         RIGHTS AND REMEDIES CUMULATIVE........................................................................31
    SECTION 5.10            DELAY OR OMISSION NOT A WAIVER....................................................................31
    SECTION 5.11            CONTROL BY NOTEHOLDERS............................................................................31
    SECTION 5.12            WAIVER OF PAST DEFAULTS...........................................................................31
    SECTION 5.13            UNDERTAKING FOR COSTS.............................................................................32
    SECTION 5.14            WAIVER OF STAY OR EXTENSION LAWS..................................................................32
    SECTION 5.15            ACTION ON NOTES...................................................................................32
    SECTION 5.16            PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS................................................33

ARTICLE VI THE INDENTURE TRUSTEE..............................................................................................34

    SECTION 6.1         DUTIES OF INDENTURE TRUSTEE...........................................................................34
    SECTION 6.2         RIGHTS OF INDENTURE TRUSTEE...........................................................................35
    SECTION 6.3         INDENTURE TRUSTEE MAY OWN NOTES.......................................................................36
    SECTION 6.4         INDENTURE TRUSTEE'S DISCLAIMER........................................................................36
    SECTION 6.5         NOTICE OF DEFAULTS....................................................................................36
    SECTION 6.6         REPORTS BY INDENTURE TRUSTEE..........................................................................36
    SECTION 6.7         COMPENSATION; INDEMNITY...............................................................................37
    SECTION 6.8         REPLACEMENT OF INDENTURE TRUSTEE......................................................................38
    SECTION 6.9         MERGER OR CONSOLIDATION OF INDENTURE TRUSTEE..........................................................39
    SECTION 6.10            APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE.................................39
    SECTION 6.11            ELIGIBILITY; DISQUALIFICATION.....................................................................40
    SECTION 6.12            PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER..................................................40
    SECTION 6.13            REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE...............................................41
    SECTION 6.14            INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES..................................41
    SECTION 6.15            SUIT FOR ENFORCEMENT..............................................................................41
    SECTION 6.16            RIGHTS OF NOTEHOLDERS TO DIRECT INDENTURE TRUSTEE.................................................42

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS....................................................................................42

    SECTION 7.1         ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS................................42
    SECTION 7.2         PRESERVATION OF INFORMATION, COMMUNICATIONS TO NOTEHOLDERS............................................42
    SECTION 7.3         REPORTS BY ISSUER.....................................................................................43
    SECTION 7.4         REPORTS BY TRUSTEE....................................................................................43

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.............................................................................43

    SECTION 8.1         COLLECTION OF MONEY...................................................................................43
    SECTION 8.2         DESIGNATED ACCOUNTS; PAYMENTS.........................................................................44
    SECTION 8.3         GENERAL PROVISIONS REGARDING ACCOUNTS.................................................................45
    SECTION 8.4         RELEASE OF TRUST ESTATE...............................................................................46
    SECTION 8.5         OPINION OF COUNSEL....................................................................................46

ARTICLE IX SUPPLEMENTAL INDENTURES............................................................................................47

    SECTION 9.1         SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS................................................47
    SECTION 9.2         SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS...................................................48
    SECTION 9.3         EXECUTION OF SUPPLEMENTAL INDENTURES..................................................................49
    SECTION 9.4         EFFECT OF SUPPLEMENTAL INDENTURE......................................................................49
</Table>



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<Table>
<S>                                                                                                                          <C>
    SECTION 9.5         CONFORMITY WITH TRUST INDENTURE ACT...................................................................50
    SECTION 9.6         REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.........................................................50

ARTICLE X REDEMPTION OF NOTES.................................................................................................50

    SECTION 10.1            REDEMPTION........................................................................................50
    SECTION 10.2            FORM OF REDEMPTION NOTICE.........................................................................50
    SECTION 10.3            NOTES PAYABLE ON REDEMPTION DATE..................................................................51

ARTICLE XI MISCELLANEOUS......................................................................................................51

    SECTION 11.1            COMPLIANCE CERTIFICATES AND OPINIONS, ETC.........................................................51
    SECTION 11.2            FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE..................................................52
    SECTION 11.3            ACTS OF NOTEHOLDERS...............................................................................53
    SECTION 11.4            NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING AGENCIES...................................54
    SECTION 11.5            NOTICES TO NOTEHOLDERS; WAIVER....................................................................54
    SECTION 11.6            ALTERNATE PAYMENT AND NOTICE PROVISIONS...........................................................55
    SECTION 11.7            CONFLICT WITH TRUST INDENTURE ACT.................................................................55
    SECTION 11.8            EFFECT OF HEADINGS AND TABLE OF CONTENTS..........................................................55
    SECTION 11.9            SUCCESSORS AND ASSIGNS............................................................................55
    SECTION 11.10           SEVERABILITY......................................................................................56
    SECTION 11.11           BENEFITS OF INDENTURE.............................................................................56
    SECTION 11.12           LEGAL HOLIDAYS....................................................................................56
    SECTION 11.13           GOVERNING LAW.....................................................................................56
    SECTION 11.14           COUNTERPARTS......................................................................................56
    SECTION 11.15           RECORDING OF INDENTURE............................................................................56
    SECTION 11.16           NO RECOURSE.......................................................................................56
    SECTION 11.17           NO PETITION.......................................................................................57
    SECTION 11.18           INSPECTION........................................................................................57
    SECTION 11.19           INDEMNIFICATION BY AND REIMBURSEMENT OF THE SERVICER..............................................57
</Table>

<Table>
<S>                                    <C>
Exhibit A                              Location of Schedule of Receivables

Exhibit B                              Form of Note Depository Agreement for the Notes

Exhibit C                              Form of Notes
</Table>



                                      iii
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                  THIS INDENTURE, dated as of [o], between CAPITAL AUTO
RECEIVABLES ASSET TRUST 20 - , a Delaware statutory trust (the "Issuer"), and
[o], as trustee and not in its individual capacity (the "Indenture Trustee").


                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Secured Parties (only to the
extent expressly provided herein):

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Initial Closing Date and at each Subsequent Closing Date, as applicable, as
trustee for the benefit of the Secured Parties (only to the extent expressly
provided herein):

                  (a) all right, title and interest of the Issuer in, to and
under the [Initial] Receivables listed on the Schedule of [Initial] Receivables
and (i) in the case of [Initial] Receivables that are Scheduled Interest
Receivables, all monies due thereunder on and after the [Initial] Cutoff Date
and (ii) in the case of [Initial] Receivables that are Simple Interest
Receivables, all monies received thereon on and after the [Initial] Cutoff Date,
in each case, exclusive of any amounts allocable to the premium for physical
damage insurance force-placed by GMAC, as servicer of the Receivables, covering
any related Financed Vehicle;

                  (b) the interest of the Issuer in the security interests in
the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables
and, to the extent permitted by law, any accessions thereto;

                  (c) the interest of the Issuer in any proceeds from claims on
any physical damage, credit life, credit disability or other insurance policies
covering Financed Vehicles or Obligors;

                  (d) the interest of the Issuer in any proceeds from recourse
against Dealers on the Receivables;

                  (e) [the right to purchase Additional Receivables during the
Revolving Period at a price equal to the Aggregate Additional Receivables
Principal Balance of such Additional Receivables as of each Distribution Date; ]

                  (f) [all right, title and interest of the Issuer in, to and
under the Additional Receivables listed on each Schedule of Additional
Receivables and (i) in the case of Additional Receivables that are Scheduled
Interest Receivables, all monies due thereunder on and after the applicable
Subsequent Cutoff Date and (ii) in the case of Additional Receivables that are
Simple Interest Receivables, all monies received thereon on and after the
applicable Subsequent Cutoff Date, in each case exclusive of any amounts
allocable to the premium for physical damage insurance force-placed by GMAC, as
servicer of the Receivables, covering any related Financed Vehicle; ]



                                       1
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                  (g) [the interest of the Issuer in the security interests in
the Financed Vehicles granted by Obligors pursuant to the Additional Receivables
and, to the extent permitted by law, any accessions thereto;]

                  (h) [the interest of the Issuer in any proceeds from recourse
against Dealers on the Additional Receivables;]

                  (i) all right, title and interest of the Issuer in, to and
under the First Step [Initial] Receivables Assignment [and the applicable First
Step Additional Receivables Assignment];

                  (j) all right, title and interest of the Issuer in, to and
under the Second Step [Initial] Receivables Assignment [and the applicable
Second Step Additional Receivables Assignment];

                  (k) all right, title and interest in the Reserve Account
Property and all other funds on deposit from time to time in the [Accumulation
Account, the] Collection Account and the Note Distribution Account;

                  (l) all right, title and interest of the Issuer in, to and
under the Trust Sale and Servicing Agreement and any other Further Transfer and
Servicing Agreements, including all rights of the Seller under the Pooling and
Servicing Agreement and the Custodian Agreement assigned to the Issuer pursuant
to the Trust Sale and Servicing Agreement;

                  (m) all right, title and interest of the Issuer in, to and
under any Third Party Instrument; and

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

                  The foregoing Grant is made in trust to secure the Secured
Obligations, equally and ratably without prejudice, priority or distinction, and
to secure compliance with the provisions of this Indenture, all as provided in
this Indenture. This Indenture constitutes a security agreement under the UCC.

                  The foregoing Grant includes all rights, powers and options
(but none of the obligations, if any) of the Issuer under any agreement or
instrument included in the Collateral, including the immediate and continuing
right to claim for, collect, receive and give receipt for principal and interest
payments in respect of the Receivables included in the Collateral and all other
monies payable under the Collateral, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring



                                       2
<PAGE>



Proceedings in the name of the Issuer or otherwise and generally to do and
receive anything that the Issuer is or may be entitled to do or receive under or
with respect to the Collateral.

                  The Indenture Trustee, as trustee on behalf of the Secured
Parties and (only to the extent expressly provided herein) the
Certificateholders, acknowledges such Grant and accepts the trusts under this
Indenture in accordance with the provisions of this Indenture.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 Definitions. Certain capitalized terms used in this
Indenture shall have the respective meanings assigned to them in Part I of
Appendix A to the Trust Sale and Servicing Agreement (as amended from time to
time, the "Trust Sale and Servicing Agreement") dated as of the date hereof,
among the Issuer, Capital Auto Receivables, Inc. ("Seller") and General Motors
Acceptance Corporation ("GMAC"). All references in this Indenture to Articles,
Sections, subsections and exhibits are to the same contained in or attached to
this Indenture unless otherwise specified. All terms defined in this Indenture
shall have the defined meanings when used in any certificate, notice, Note or
other document made or delivered pursuant hereto unless otherwise defined
therein. The rules of construction set forth in Part II of such Appendix A shall
be applicable to this Indenture.

         SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, such provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" means the Indenture Trustee.

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

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

                                   ARTICLE II
                                    THE NOTES

         SECTION 2.1 Form.


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<PAGE>


                  (a) Each of the Class [o] Notes, together, in each case, with
the Indenture Trustee's certification of authentication, shall be substantially
in the form set forth on Exhibit C, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and each such Note may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing such
Notes, as evidenced by their execution of the Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.

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

                  (c) The terms of each class of Notes as provided for in
Exhibit C hereto are part of the terms of this Indenture.

         SECTION 2.2 Execution, Authentication and Delivery.

                  (a) Each Note shall be dated the date of its authentication
and shall be issuable as a registered Note in the minimum denomination of $1,000
and in integral multiples thereof (except, if applicable, for one Note
representing a residual portion of each class which may be issued in a different
denomination).

                  (b) The Notes shall be executed on behalf of the Issuer by any
of its Authorized Officers. The signature of any such Authorized Officer on the
Notes may be manual or facsimile.

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

                  (d) The Indenture Trustee, in exchange for the Grant of the
Receivables and the other components of the Trust, simultaneously with the Grant
to the Indenture Trustee of the Receivables, and the constructive delivery to
the Indenture Trustee of the Receivables Files and the other components and
assets of the Trust, shall cause to be authenticated and delivered to or upon
the order of the Issuer, Notes for original issue in aggregate principal amount
of $[o], comprised of [List Notes Classes and Corresponding initial aggregate
principal amounts]. The aggregate principal amount of all Notes outstanding at
any time may not exceed $[o], except as provided in Section 2.5.

                  (e) No Notes shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Note a certificate of authentication substantially in the form set forth in
Exhibit C, executed by the Indenture Trustee by the manual signature of one of
its Authorized Officers, and such certificate upon any Note shall be



                                       4
<PAGE>



conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

         SECTION 2.3 Temporary Notes.


                  (a) Pending the preparation of Definitive Notes, if any, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee
shall authenticate and deliver, such Temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
as are consistent 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, the Issuer shall cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the Temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the Temporary Notes at the Agency Office of
the Issuer to be maintained as provided in Section 3.2, without charge to the
Noteholder. Upon surrender for cancellation of any one or more Temporary Notes,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so delivered in exchange, the Temporary Notes
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.

         SECTION 2.4 Registration; Registration of Transfer and Exchange of
Notes.

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

                  (b) If a Person other than the Indenture Trustee is appointed
by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee
prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register. The Indenture
Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof. The Indenture Trustee shall have the right
to rely upon a certificate executed on behalf of the Note Registrar by an
Executive Officer thereof as to the names and addresses of the Noteholders and
the principal amounts and number of such Notes.

                  (c) Upon surrender for registration of transfer of any Note at
the Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes in any authorized denominations, of a like aggregate principal amount.


                                       5
<PAGE>


                  (d) At the option of the Noteholder, Notes may be exchanged
for other Notes of the same class in any authorized denominations, of a like
aggregate principal amount, upon surrender of such Notes to be exchanged at the
Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, and the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, such Notes which the Noteholder making the exchange is entitled to
receive.

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

                  (f) Every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee and the
Note Registrar, duly executed by the Holder thereof or such Holder's attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office of the Indenture Trustee is
located, or by a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require.

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

                  (h) By acquiring a Note, each purchaser and transferee shall
be deemed to represent and warrant that either (a) it is not acquiring the Note
with the plan assets of a Benefit Plan or (b) the acquisition and holding of the
Note will not give rise to a non-exempt prohibited transaction under Section
406(a) of ERISA of Section 4975 of the Code.

                  (i) The preceding provisions of this Section 2.4
notwithstanding, the Issuer shall not be required to transfer or make exchanges,
and the Note Registrar need not register transfers or exchanges, of Notes that:
(i) have been selected for redemption pursuant to Article X, if applicable; or
(ii) are due for repayment within fifteen (15) days of submission to the
Corporate Trust Office or the Agency Office.

         SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

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



                                       6
<PAGE>



authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of a like class and aggregate
principal amount; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within seven (7) days shall
be due and payable, or shall have been called for redemption, instead of issuing
a replacement Note, the Issuer may make payment to the Holder of such destroyed,
lost or stolen Note when so due or payable or upon the Redemption Date, if
applicable, without surrender thereof.

                  (b) If, after the delivery of a replacement Note or payment in
respect of a destroyed, lost or stolen Note pursuant to subsection (a), a bona
fide purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from (i) any Person to whom it was delivered, (ii) the Person taking such
replacement Note from the Person to whom such replacement Note was delivered; or
(iii) any assignee of such Person, except a bona fide purchaser, and the Issuer
and the Indenture Trustee shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

                  (c) In connection with the issuance of any replacement Note
under this Section 2.5, the Issuer may require the payment by the Holder of such
Note of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other reasonable expenses (including all
fees and expenses of the Indenture Trustee) connected therewith.

                  (d) Any duplicate Note issued pursuant to this Section 2.5 in
replacement for any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be found at any time or be
enforced by any Person, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

                  (e) The provisions of this Section 2.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.6 Persons Deemed Noteholders. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the Noteholder for
the purpose of receiving payments of principal of and interest on such Note and
for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.

         SECTION 2.7 Payment of Principal and Interest.


                  (a) Interest on each class of Notes shall accrue in the manner
set forth in Exhibit C for such class, at the applicable Interest Rate for such
class and will be due and payable on each Distribution Date in accordance with
the priorities set forth in Section 8.2(c).



                                       7
<PAGE>



Any instalment of interest payable on any Note shall be punctually paid or duly
provided for by a deposit by or at the direction of the Issuer into the Note
Distribution Account on the applicable Distribution Date and shall be paid to
the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the applicable Record Date, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date; provided, however, that, unless and until Definitive Notes have
been issued pursuant to Section 2.12, with respect to Notes registered on the
applicable Record Date in the name of the Note Depository (initially, Cede &
Co.), payment shall be made by wire transfer in immediately available funds to
the account designated by the Note Depository; provided, further, that with
respect to any Private Notes, upon written request of the Holder thereof,
payment shall be made by wire transfer of immediately available funds to the
account designated by such Holder until further written notice from such Holder.

                  (b) Prior to the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, the principal of each class of Notes shall be
payable in full on the Final Scheduled Distribution Date for such class and,
[during the Amortization Period] to the extent of funds available therefor, in
instalments on the Distribution Dates (if any) preceding the Final Scheduled
Distribution Date for such class, in the amounts and in accordance with the
priorities set forth in Section 8.2(c)(ii) or (iii), as applicable. All
principal payments on each class of Notes on any Distribution Date shall be made
pro rata to the Noteholders of such class entitled thereto. Any instalment of
principal payable on any Note shall be punctually paid or duly provided for by a
deposit by or at the direction of the Issuer into the Note Distribution Account
on the applicable Distribution Date and shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered on the
applicable Record Date, by check mailed first-class, postage prepaid to such
Person's address as it appears on the Note Register on such Record Date;
provided, however, that, (A) unless and until Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the Record Date in
the name of the Note Depository, payment shall be made by wire transfer in
immediately available funds to the account designated by the Note Depository and
(B) with respect to any Private Notes, upon written request of the Holder
thereof, payment shall be made by wire transfer of immediately available funds
to the account designated by such Holder until further written notice from such
Holder, except for, in each case: (i) the final instalment of principal on any
Note; and (ii) the Redemption Price for the Notes redeemed pursuant to Section
10.1, which, in each case, shall be payable as provided herein. The funds
represented by any such checks in respect of interest or principal returned
undelivered shall be held in accordance with Section 3.3.

                  (c) From and after the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, until such time as all Events of Default have been
cured or waived as provided in Section 5.2(b), all interest and principal
payments shall be allocated:

                           (i) first, for payment of interest pro rata on the
Class A Notes, the Aggregate Class A Interest Distributable Amount

                           (ii) second, an amount equal to the Note Principal
Balance of the Class A Notes (after giving effect to the reduction in the Note
Principal Balance to result from the



                                       8
<PAGE>



deposits made in the Note Distribution Account on such Distribution Date and on
each prior Distribution Date) for payment of principal pro rata on the Class A
Notes;

                           (iii) third, an amount equal to the Aggregate Class B
Interest Distributable Amount for payment of interest on the Class B Notes;

                           (iv) fourth, an amount equal to the Note Principal
Balance of the Class B Notes (after giving effect to the reduction in the Note
Principal Balance to result from the deposits made in the Note Distribution
Account on such Distribution Date and on each prior Distribution Date) for
payment of principal on the Class B Notes;

                           (v) fifth, an amount equal to the Aggregate Class C
Interest Distributable Amount for payment of interest on the Class C Notes;

                           (vi) sixth, an amount equal to the Note Principal
Balance of the Class C Notes (after giving effect to the reduction in the Note
Principal Balance to result from the deposits made in the Note Distribution
Account on such Distribution Date and on each prior Distribution Date) for
payment of principal on the Class C Notes;

                           (vii) seventh, an amount equal to the Aggregate Class
D Interest Distributable Amount for payment of interest on the Class D Notes;
and

                           (viii) eighth, an amount equal to the Note Principal
Balance of the Class D Notes (after giving effect to the reduction in the Note
Principal Balance to result from the deposits made in the Note Distribution
Account on such Distribution Date and on each prior Distribution Date) for
payment of principal on the Class D Notes.

                  (d) With respect to any Distribution Date on which the final
instalment of principal and interest on a class of Notes is to be paid, the
Indenture Trustee on behalf of the Issuer shall notify each Noteholder of record
of such class as of the Record Date for such Distribution Date of the fact that
the final instalment of principal of and interest on such Note is to be paid on
such Distribution Date. With respect to any such class of Notes, such notice
shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are
outstanding; or (ii) not later than three (3) Business Days after such Record
Date in accordance with Section 11.5(a) if Definitive Notes are outstanding, and
shall specify that such final instalment shall be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such instalment and the manner in which
such payment shall be made. Notices in connection with redemptions of Notes
shall be mailed to Noteholders as provided in Section 10.2. Within sixty (60)
days of the surrender pursuant to this Section 2.7(d) or cancellation pursuant
to Section 2.8 of all of the Notes of a particular class, the Indenture Trustee
if requested shall provide each of the Rating Agencies with written notice
stating that all Notes of such class have been surrendered or canceled.

         SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment,
redemption, exchange or registration of transfer shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired



                                       9
<PAGE>



in any manner whatsoever, and all Notes so delivered shall be promptly canceled
by the Indenture Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section 2.8, except as
expressly permitted by this Indenture. All canceled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention
or disposal policy as in effect at the time unless the Issuer shall direct by an
Issuer Order that they be destroyed or returned to it; provided, however, that
such Issuer Order is timely and the Notes have not been previously disposed of
by the Indenture Trustee. The Indenture Trustee shall certify to the Issuer upon
request that surrendered Notes have been duly canceled and retained or
destroyed, as the case may be.

         SECTION 2.9 Release of Collateral. The Indenture Trustee shall not
release property from the lien of this Indenture other than as permitted by
Sections 3.21, 8.2, 8.4 and 11.1, and then only upon receipt of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel (to the
extent required by the TIA) and Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1).

         SECTION 2.10 Book-Entry Notes. Subject to Section 2.15, the Notes, upon
original issuance, shall be issued in the form of a typewritten Note or Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company, as the initial Clearing Agency, or its custodian, by or on behalf of
the Issuer. Such Note or Notes shall be registered on the Note Register in the
name of the Note Depository, and no Note Owner shall receive a Definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.12. Unless and until the Definitive Notes have been issued to Note
Owners pursuant to Section 2.12:

                  (a) the provisions of this Section 2.10 shall be in full force
and effect;

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

                  (c) to the extent that the provisions of this Section 2.10
conflict with any other provisions of this Indenture, the provisions of this
Section 2.10 shall control;

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

                  (e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes evidencing a
specified percentage of the Outstanding Amount of the Controlling Class, the
Clearing Agency shall be deemed to represent such percentage only to the extent
that it has (i) received instructions to such effect from Note



                                       10
<PAGE>



Owners and/or Clearing Agency Participants owning or representing, respectively,
such required percentage of the beneficial interest in the Notes; and (ii) has
delivered such instructions to the Indenture Trustee.

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

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

         SECTION 2.13 Seller as Noteholder. The Seller in its individual or any
other capacity may become the owner or pledgee of Notes of any class and may
otherwise deal with the Issuer or its affiliates with the same rights it would
have if it were not the Seller.

         SECTION 2.14 Tax Treatment. The Seller and the Indenture Trustee, by
entering into this Indenture, and the Noteholders, by acquiring any Note or
interest therein, (i) express their intention that the Notes qualify under
applicable tax law as indebtedness secured by the Collateral, and (ii) unless
otherwise required by appropriate taxing authorities, agree to treat the Notes
as indebtedness secured by the Collateral for the purpose of federal income
taxes, state and local income and franchise taxes, Michigan single business tax,
and any other taxes imposed upon, measured by or based upon gross or net income.

         SECTION 2.15 Special Terms Applicable to the Private Notes.

                  (a) None of the Private Notes has been or will be registered
under the Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any other jurisdiction. Consequently, the Private Notes are
not transferable other than pursuant to an



                                       11
<PAGE>



exemption from the registration requirements of the Securities Act and
satisfaction of certain other provisions specified herein.

                  (b) No sale, pledge or other transfer of Private Notes or an
interest in the Private Notes may be made by any person other than to (i) a
person whom the transferor reasonably believes "qualified institutional buyer"
("QIB") as defined under Rule 144A under the Securities Act ("Rule 144A") and is
purchasing for its own account (and not for the account of others) or as a
fiduciary or agent for others (which others also are "QIBs") and is aware that
the sale to it is being made in reliance on Rule 144A or (ii) in the case of the
Class A-1 Notes only, a non-U.S. Person (as defined in Regulation S under the
Securities Act ("Regulation S")) who acquired the Class A-1 Note outside of the
United States in accordance with Regulation S.

                  (c) With respect to the Class [o] Notes only, the Issuer is
authorized and directed to withhold tax at the highest United States federal
income tax rate applicable to ordinary income from any payment of interest to a
foreign Noteholder as if such interest allocable to the foreign Noteholder were
effectively connected with the conduct of a trade or business within the United
States. In determining the non-foreign status of the Noteholder, the Issuer
shall be entitled to rely on the Noteholder's certification of non-foreign
status signed under penalties of perjury. Each foreign Noteholder shall obtain a
taxpayer identification number from the United States Internal Revenue Service
and submit that number to the Issuer on an appropriate form in order to assure
appropriate crediting of the taxes withheld. The amount of any tax so withheld
shall be treated as interest paid in cash to such foreign Noteholder at the time
it is withheld by the Issuer and remitted to the United States Internal Revenue
Service. Any withholding of tax hereunder shall not prevent the Issuer or the
foreign Noteholder from contesting any such tax in appropriate proceedings. A
foreign Noteholder who wishes to apply for a refund of any such withholding tax
shall file with the United States Internal Revenue Service a claim for refund.
Such claim of the foreign Noteholder shall be made solely against the United
States Internal Revenue Service or the United States.

                  (d) No sale, pledge or other transfer of Class [o] Notes may
be made to any one person for Class [o] Notes with an initial principal balance
of less than $500,000, and, in the case of any person acting on behalf of one or
more third parties (other than a bank (as defined in Section 3(a)(2) of the
Securities Act) acting in its fiduciary capacity), for Class [o] Notes with a
face amount of less than such amount for each such third party. Any attempted
transfer in contravention of the immediately preceding restriction will be void
ab initio and the purported transferor will continue to be treated as the owner
of the Class D Notes for all purposes.

                  (e) The Class [o] Notes may not be acquired by or for the
account of (i) an ""employee benefit plan" (as defined in section 3(3) of the
United States Employee Retirement Income Security Act of 1974, as amended
(""ERISA")), (ii) a plan described in Section 4975(e)(1) of the Internal Revenue
Code or (iii) any entity whose underlying assets include plan assets by reason
of a plan's investment in the entity other than an insurance company general
account whose underlying assets include less than 25% ""plan assets" and for
which the purchase and holding of the Class [o] Notes is exempt under Prohibited
Transaction Class Exemption 95-60 under ERISA.



                                       12
<PAGE>


                  (f) Each Private Note shall bear a legend to the effect set
forth in the first two sentences of subsection (a) above.

                                   ARTICLE III
                                    COVENANTS

         SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. On each Distribution Date and on the
Redemption Date (if applicable), the Issuer shall cause amounts on deposit in
the Note Distribution Account to be distributed to the Noteholders in accordance
with Sections 2.7 and 8.2, less amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal. Any
amounts so withheld shall be considered as having been paid by the Issuer to
such Noteholder for all purposes of this Indenture.

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

         SECTION 3.3 Money for Payments To Be Held in Trust.

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

                  (b) On or before each Distribution Date or the Redemption Date
(if applicable), the Issuer shall deposit or cause to be deposited in the Note
Distribution Account pursuant to Section 4.06 of the Trust Sale and Servicing
Agreement an aggregate sum sufficient to pay the amounts then becoming due with
respect to the Notes, such sum to be held in trust for the benefit of the
Persons entitled thereto.

                  (c) The Issuer shall cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this Section 3.3, that such Paying Agent shall:



                                       13
<PAGE>



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

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

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

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

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

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



                                       14
<PAGE>


claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

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

         SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge.

                  (a) The Issuer shall from time to time execute and deliver all
such supplements and amendments hereto and authorize or execute, as applicable,
and deliver all such financing statements, continuation statements, instruments
of further assurance and other instruments, and shall take such other action
necessary or advisable to:

                           (i) maintain or preserve the lien and security
interest (and the priority thereof) of this Indenture or carry out more
effectively the purposes hereof, including by making the necessary filings of
financing statements or amendments thereto within sixty (60) days after the
occurrence of any of the following and by promptly notifying the Indenture
Trustee of any such filings: (A) any change in the Issuer's true legal name or
any of its trade names, (B) any change in the location of the Issuer's principal
place of business, (C) any merger or consolidation or other change in the
Issuer's identity or organizational structure or jurisdiction of organization or
in which the Issuer is located for purposes of the UCC and (D) any other change
or occurrence that would make any financing statement or amendment thereto
seriously misleading within the meaning of the UCC.

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

                           (iii) enforce the rights of the Indenture Trustee and
the Noteholders in any of the Collateral; or

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

and the Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to authorize and/or execute any financing statement,
continuation statement or other instrument required by the Indenture Trustee
pursuant to this Section 3.5.

                  (b) The Indenture Trustee acknowledges the pledge by the
Seller to the Indenture Trustee pursuant to the Granting Clause of this
Indenture of (i) all of the Seller's right, title and interest in and to the
Reserve Account Property in order to provide for the payment to the Financial
Parties and the Servicer in accordance with Sections 4.06(c), (d) and (e) of the



                                       15
<PAGE>



Trust Sale and Servicing Agreement, to assure availability of the amounts
maintained in the Reserve Account for the benefit of the Financial Parties and
the Servicer and as security for the performance by the Seller of its
obligations under the Trust Sale and Servicing Agreement.

                  (c) The Issuer hereby authorizes the Indenture Trustee to file
all financing statements naming the Issuer as debtor that are necessary or
advisable to perfect, make effective or continue the lien and security interest
of this Indenture, and authorizes the Indenture Trustee to take any such action
without its signature.

         SECTION 3.6 Opinions as to Trust Estate.


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

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

         SECTION 3.7 Performance of Obligations; Servicing of Receivables.

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

                  (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the



                                       16
<PAGE>



Indenture Trustee in the Basic Documents or an Officer's Certificate of the
Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer
has contracted with the Servicer and the Administrator to assist the Issuer in
performing its duties under this Indenture.

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

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

                  (e) Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the rights
of the Indenture Trustee hereunder, the Issuer agrees that it shall not, without
the prior written consent of the Indenture Trustee or the Holders of at least a
majority in Outstanding Amount of the Controlling Class, as applicable in
accordance with the terms of this Indenture, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or any of the
Basic Documents, or waive timely performance or observance by the Servicer or
the Seller under the Trust Sale and Servicing Agreement, the Custodian Agreement
or the Pooling and Servicing Agreement, the Administrator under the
Administration Agreement or GMAC under the Pooling and Servicing Agreement.

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

                  (a) sell, transfer, exchange or otherwise dispose of any of
the properties or assets of the Issuer, except the Issuer may cause the Servicer
to (i) collect, liquidate, sell or otherwise dispose of Receivables (including
Warranty Receivables, Administrative Receivables and Liquidating Receivables),
(ii) make cash payments out of the Designated Accounts, Payment Ahead Servicing
Account and the Certificate Distribution Account and (iii) take other actions,
in each case as permitted by the Basic Documents;

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



                                       17
<PAGE>



                  (c) voluntarily commence any insolvency, readjustment of debt,
marshaling of assets and liabilities or other proceeding, or apply for an order
by a court or agency or supervisory authority for the winding-up or liquidation
of its affairs or any other event specified in Section 5.1(f); or

                  (d) either (i) permit the validity or effectiveness of this
Indenture or any Basic Document to be impaired, or permit the lien of this
Indenture to be amended, hypothecated, subordinated, terminated or discharged,
or permit any Person to be released from any covenants or obligations with
respect to the Notes under this Indenture except as may be expressly permitted
hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage
or other encumbrance (other than the lien of this Indenture) to be created on or
extend to or otherwise arise upon or burden the Trust Estate or any part thereof
or any interest therein or the proceeds thereof (other than tax liens,
mechanics' liens and other liens that arise by operation of law, in each case on
a Financed Vehicle and arising solely as a result of an action or omission of
the related Obligor), or (iii) permit the lien of this Indenture not to
constitute a valid first priority security interest in the Trust Estate (other
than with respect to any such tax, mechanics' or other lien).

         SECTION 3.9 Annual Statement as to Compliance. The Issuer shall deliver
to the Indenture Trustee on or before March 15 of each year, beginning March 15,
[o], an Officer's Certificate signed by an Authorized Officer, dated as of
December 31 of the immediately preceding year, in each case stating that:

                  (a) a review of the activities of the Issuer during the
preceding 12-month period (or, with respect to the first such Officer's
Certificate, such period as shall have elapsed since the [Initial] Closing Date)
and of performance under this Indenture has been made under such Authorized
Officer's supervision; and

                  (b) to the best of such Authorized Officer's knowledge, based
on such review, the Issuer has fulfilled all of its obligations under this
Indenture throughout such period, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
Authorized Officer and the nature and status thereof. A copy of such certificate
may be obtained by any Noteholder by a request in writing to the Issuer
addressed to the Corporate Trust Office of the Indenture Trustee.

         SECTION 3.10 Consolidation, Merger, etc., of Issuer; Disposition of
Trust Assets.

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

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



                                       18
<PAGE>



                           (ii) immediately after giving effect to such merger
or consolidation, no Default or Event of Default shall have occurred and be
continuing; (iii) the Rating Agency Condition shall have been satisfied with
respect to such transaction and such Person;

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

                           (v) the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel addressed to the
Issuer, each stating:

                               (A) that such consolidation or merger and such
               supplemental indenture comply with this Section 3.10;

                               (B) that such consolidation or merger and such
               supplemental indenture shall have no material adverse tax
               consequence to the Issuer or any Financial Party; and

                               (C) that all conditions precedent herein provided
               for in this Section 3.10 have been complied with, which shall
               include any filing required by the Exchange Act.

                  (b) Except as otherwise expressly permitted by this Indenture
or the other Basic Documents, the Issuer shall not sell, convey, exchange,
transfer or otherwise dispose of any of its properties or assets, including
those included in the Trust Estate, to any Person, unless:

                           (i) the Person that acquires such properties or
assets of the Issuer (1) shall be a United States citizen or a Person organized
and existing under the laws of the United States of America or any State and (2)
by an indenture supplemental hereto, executed and delivered to the Indenture
Trustee, in form satisfactory to the Indenture Trustee:

                               (A) expressly assumes the due and punctual
               payment of the principal of and interest on all Notes and the
               performance or observance of every agreement and covenant of this
               Indenture on the part of the Issuer to be performed or observed,
               all as provided herein;

                               (B) expressly agrees that all right, title and
               interest so sold, conveyed, exchanged, transferred or otherwise
               disposed of shall be subject and subordinate to the rights of the
               Secured Parties;

                               (C) unless otherwise provided in such
               supplemental indenture, expressly agrees to indemnify, defend and
               hold harmless the Issuer against and from any loss, liability or
               expense arising under or related to this Indenture and the Notes;
               and



                                       19
<PAGE>



                               (D) expressly agrees that such Person (or if a
               group of Persons, then one specified Person) shall make all
               filings with the Commission (and any other appropriate Person)
               required by the Exchange Act in connection with the Notes;

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

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

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

                           (v) the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel addressed to the
Issuer, each stating that:

                               (A) such sale, conveyance, exchange, transfer or
               disposition and such supplemental indenture comply with this
               Section 3.10;

                               (B) such sale, conveyance, exchange, transfer or
               disposition and such supplemental indenture have no material
               adverse tax consequence to the Trust or to any Financial Parties;
               and

                               (C) that all conditions precedent herein provided
               for in this Section 3.10 have been complied with, which shall
               include any filing required by the Exchange Act.

         SECTION 3.11 Successor or Transferee.

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

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

         SECTION 3.12 No Other Business. The Issuer shall not engage in any
business or activity other than acquiring, holding and managing the Collateral
and the proceeds therefrom in the manner contemplated by the Basic Documents,
issuing the Notes and the Certificates, making payments on the Notes and the
Certificates and such other activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto, as set forth
in Section 2.3 of the Trust Agreement.



                                       20
<PAGE>



         SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for money borrowed other than indebtedness for money borrowed in
respect of the Notes or otherwise in accordance with the Basic Documents.

         SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or guarantee (directly or indirectly
or by an instrument having the effect of assuring another's payment or
performance on any obligation or capability of so doing or otherwise), endorse
or otherwise become contingently liable, directly or indirectly, in connection
with the obligations, stocks or dividends of, or own, purchase, repurchase or
acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to,
any other Person.

         SECTION 3.15 Servicer's Obligations. The Issuer shall use its best
efforts to cause the Servicer to comply with its obligations under Section 3.10
of the Pooling and Servicing Agreement and Sections 4.01 and 4.02 of the Trust
Sale and Servicing Agreement.

         SECTION 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (whether by long-term or operating lease or otherwise) for capital
assets (either real, personal or intangible property) other than the purchase of
the Receivables and other property and rights from the Seller pursuant to the
Trust Sale and Servicing Agreement.

         SECTION 3.17 Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such
removal.

         SECTION 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the Notes, so long as any Notes are Outstanding,
the Issuer shall not, directly or indirectly:

                  (a) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise, in each case with respect to any ownership or equity
interest or similar security in or of the Issuer or to the Servicer;

                  (b) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or similar security; or

                  (c) set aside or otherwise segregate any amounts for any such
purpose;

provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Seller, the Indenture Trustee, the Owner Trustee, and the
Financial Parties as permitted by, and to the extent funds are available for
such purpose under, the Trust Sale and Servicing Agreement, the Trust Agreement
or the other Basic Documents. The Issuer shall not, directly or indirectly, make
payments to or distributions from the Collection Account except in accordance
with the Basic Documents.



                                       21
<PAGE>



         SECTION 3.19 Notice of Events of Default. The Issuer agrees to give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder, each Servicer Default, each default on the part of the Seller
or the Servicer of its respective obligations under the Trust Sale and Servicing
Agreement and each default on the part of GMAC or the Servicer of its respective
obligations under the Pooling and Servicing Agreement.

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

         SECTION 3.21 Indenture Trustee's Assignment of Administrative
Receivables and Warranty Receivables. Upon receipt of the Administrative
Purchase Payment or the Warranty Payment with respect to an Administrative
Receivable or a Warranty Receivable, as the case may be, the Indenture Trustee
shall assign, without recourse, representation or warranty, to the Servicer or
the Warranty Purchaser, as the case may be, all the Indenture Trustee's right,
title and interest in and to such repurchased Receivable, all monies due
thereon, the security interest in the related Financed Vehicle, proceeds from
any Insurance Policies, proceeds from recourse against the Dealer on such
Receivable and the interests of the Indenture Trustee in certain rebates of
premiums and other amounts relating to the Insurance Policies and any documents
relating thereto, such assignment being an assignment outright and not for
security; and the Servicer or the Warranty Purchaser, as applicable, shall
thereupon own such Receivable, and all such security and documents, free of any
further obligation to the Indenture Trustee, the Noteholders or the
Certificateholders with respect thereto. If in any enforcement suit or legal
proceeding it is held that the Servicer may not enforce a Receivable on the
ground that it is not a real party in interest or a holder entitled to enforce
the Receivable, the Indenture Trustee shall, at the Servicer's expense, take
such steps as the Servicer deems necessary to enforce the Receivable, including
bringing suit in the Indenture Trustee's name or the names of the Noteholders
or, pursuant to Section 4.4, the Certificateholders.

         SECTION 3.22 Representations and Warranties by the Issuer to the
Indenture Trustee. The Issuer hereby represents and warrants to the Indenture
Trustee as follows:

                  (a) Good Title. No Receivable has been sold, transferred,
assigned or pledged by the Issuer to any Person other than the Indenture
Trustee; immediately prior to the conveyance of the Receivables pursuant to this
Indenture, the Issuer had good and marketable title thereto, free of any Lien;
and, upon execution and delivery of this Indenture by the Issuer, the Indenture
Trustee shall have all of the right, title and interest of the Issuer in, to and
under the Receivables, the unpaid indebtedness evidenced thereby and the
collateral security therefor, free of any Lien; and

                  (b) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the Indenture
Trustee a first priority perfected security interest in the Receivables shall
have been made.



                                       22
<PAGE>



                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to: (i)
rights of registration of transfer and exchange; (ii) substitution of mutilated,
destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Sections
4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and the Indenture Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, if:

         (a) either:

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

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

                               (A) have become due and payable,

                               (B) will be due and payable on their respective
               Final Scheduled Distribution Dates within one year, or

                               (C) are to be called for redemption within one
               year under arrangements satisfactory to the Indenture Trustee for
               the giving of notice of redemption by the Indenture Trustee in
               the name, and at the expense, of the Issuer or such Notes have
               been redeemed in accordance with Section 10.1,

and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(ii) above,
has irrevocably deposited or caused to be irrevocably deposited with the
Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire unpaid principal and accrued interest on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due on the
Final Scheduled Distribution Date for such Notes or the Redemption Date for such
Notes (if such Notes have been called for redemption pursuant to Section 10.1),
as the case may be;

                  (b) the Issuer has paid or caused to be paid all other sums
payable hereunder or under any Third Party Instrument by the Issuer; and



                                       23
<PAGE>



                  (c) the Issuer has delivered to the Indenture Trustee an
Officer's Certificate of the Issuer, an Opinion of Counsel and (if required by
the TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

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

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

         SECTION 4.4 Duration of Position of Indenture Trustee. Notwithstanding
the earlier payment in full of all principal and interest due to the Noteholders
under the terms of the Notes and the cancellation of the Notes pursuant to
Section 3.1, the Indenture Trustee shall continue to act in the capacity as
Indenture Trustee hereunder for the benefit of the Certificateholders, for
purposes of compliance with, and the Indenture Trustee shall comply with, its
obligations under Sections 5.01(a), 7.02 and 7.03 of the Trust Sale and
Servicing Agreement, as appropriate, until such time as all payments in respect
of Certificate Balance and interest due to the Certificateholders have been paid
in full and in such capacity the Indenture Trustee shall have the rights,
benefits and immunities set forth in Article VI hereof.

                                    ARTICLE V
                              DEFAULT AND REMEDIES

         SECTION 5.1 Events of Default. For the purposes of this Indenture,
"Event of Default" wherever used herein, means any one of the following events:

                  (a) failure to pay the full Noteholders' Interest
Distributable Amount on the Controlling Class on any Distribution Date, and such
default shall continue for a period of five (5) days; or

                  (b) except as set forth in Section 5.1(c), failure to pay any
instalment of the principal of any Note as and when the same becomes due and
payable, and such default continues unremedied for a period of thirty (30) days
after there shall have been given, by



                                       24
<PAGE>



registered or certified mail, to the Servicer by the Indenture Trustee or to the
Servicer and the Indenture Trustee by the Holders of not less than 25% of the
Outstanding Amount of the Controlling Class, a written notice specifying such
default and demanding that it be remedied and stating that such notice is a
"Notice of Default" hereunder; or

                  (c) failure to pay in full the outstanding principal balance
of any class of Notes by the Final Scheduled Distribution Date for such class;
or

                  (d) default in the observance or performance in any material
respect of any covenant or agreement of the Issuer made in this Indenture (other
than a covenant or agreement, a default in the observance or performance of
which is elsewhere in this specifically dealt with in this Section 5.1) which
failure materially and adversely affects the rights of the Noteholders, and such
default shall continue or not be cured, for a period of thirty (30) days after
there shall have been given, by registered or certified mail, to the Issuer and
the Seller (or the Servicer, as applicable) by the Indenture Trustee or to the
Issuer and the Seller (or the Servicer, as applicable) and the Indenture Trustee
by the Holders of at least 25% of the Outstanding Amount of the Controlling
Class, a written notice specifying such default, demanding that it be remedied
and stating that such notice is a "Notice of Default" hereunder; or

                  (e) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any substantial
part of the Trust Estate in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of the Trust Estate,
or ordering the winding-up or liquidation of the Issuer's affairs, and such
decree or order shall remain unstayed and in effect for a period of ninety (90)
consecutive days; or

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

The Issuer shall deliver to the Indenture Trustee within five (5) Business Days
after learning of the occurrence thereof, written notice in the form of an
Officer's Certificate of any event which with the giving of notice and the lapse
of time would become an Event of Default under Section 5.1(d), its status and
what action the Issuer is taking or proposes to take with respect thereto.

         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

                  (a) If an Event of Default should occur and be continuing,
then and in every such case, unless the principal amount of the Notes shall have
already become due and payable, either the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Class may declare all the Notes to be immediately due



                                       25
<PAGE>



and payable, by a notice in writing to the Issuer (and to the Indenture Trustee
if given by the Noteholders) setting forth the Event or Events of Default, and
upon any such declaration the unpaid principal amount of such Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

                  (b) At any time after such declaration of acceleration of
maturity of the Notes has been made and before a judgment or decree for payment
of the money due thereunder has been obtained by the Indenture Trustee as
hereinafter provided in this Article V, the Holders of Notes representing a
majority of the Outstanding Amount of the Controlling Class, by written notice
to the Issuer and the Indenture Trustee, may waive all Defaults set forth in the
notice delivered pursuant to Section 5.2(a), and rescind and annul such
declaration and its consequences; provided, that no such rescission and
annulment shall extend to or affect any other Default or impair any right
consequent thereto; and provided further, that if the Indenture Trustee shall
have proceeded to enforce any right under this Indenture and such Proceedings
shall have been discontinued or abandoned because of such rescission and
annulment or for any other reason, or such Proceedings shall have been
determined adversely to the Indenture Trustee, then and in every such case, the
Indenture Trustee, the Issuer and the Noteholders, as the case may be, shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Indenture Trustee, the Issuer and the
Noteholders, as the case may be, shall continue as though no such Proceedings
had been commenced.

         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if an Event of Default occurs
and such Event of Default has not been waived pursuant to Section 5.12, the
Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the ratable benefit of the Noteholders in accordance with their
respective outstanding principal amounts, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue
principal, at the rate borne by the Notes and in addition thereto such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee and its agents and counsel.

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

                  (c) If an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem
most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
applicable law.



                                       26
<PAGE>



                  (d) If there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or if a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section 5.3, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

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

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

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

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

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

                  (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any



                                       27
<PAGE>


Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

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

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

         SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing and the Notes have been accelerated under Section
5.2(a), the Indenture Trustee may do one or more of the following (subject to
Section 5.3 and Section 5.5):

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

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

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

                           (iv) sell the Trust Estate or any portion thereof or
rights or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law or elect to have the Issuer maintain
possession of the Receivables and continue to apply collections on such
Receivables as if there had been no declaration of acceleration; provided,
however, that the Indenture Trustee may not sell or otherwise liquidate the
Trust Estate following an Event of Default and acceleration of the Notes, unless
(i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes
consent thereto or (B) the proceeds of such sale or liquidation distributable to
the Noteholders are sufficient to discharge in full the principal of and the
accrued interest on the Notes, at the date of such sale or liquidation or (C)
(x) there has been an Event of Default under Section 5.1(a), (b) or (c) or
otherwise arising from a failure to make a required payment of principal on any
Notes, (y) the Indenture Trustee determines that the Trust Estate will not
continue to provide sufficient funds for the payment of principal of and



                                       28
<PAGE>



interest on the Notes as and when they would have become due if the Notes had
not been declared due and payable, and (z) the Indenture Trustee obtains the
consent of Holders of a majority of the aggregate Outstanding Amount of the
Controlling Class and (ii) ten (10) days' prior written notice of sale or
liquidation has been given to the Rating Agencies. In determining such
sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

                  (b) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out the money or property in the
following order:

                           FIRST: to the Indenture Trustee for amounts due under
                  Section 6.7 and then to the Owner Trustee for amounts due to
                  the Owner Trustee (not including amounts due for payments to
                  the Certificateholders) under the Trust Agreement or the Trust
                  Sale and Servicing Agreement; and

                           SECOND: to the Collection Account, for distribution
                  pursuant to Sections 8.01(b) and (e) of the Trust Sale and
                  Servicing Agreement.

         SECTION 5.5 Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled in accordance with Section 5.2(b), the Indenture Trustee may, but need
not, elect to take and maintain possession of the Trust Estate. It is the desire
of the parties hereto and the Secured Parties that there be at all times
sufficient funds for the payment of the Secured Obligations to the Secured
Parties and the Indenture Trustee shall take such desire into account when
determining whether or not to take and maintain possession of the Trust Estate.
In determining whether to take and maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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



                                       29
<PAGE>



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

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

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders of Notes or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable (on the basis of the
respective aggregate amount of principal and interest, respectively, due and
unpaid on the Notes held by each Noteholder) and common benefit of all holders
of Notes. For the protection and enforcement of the provisions of this Section
5.6, each and every Noteholder shall be entitled to such relief as can be given
either at law or in equity.

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

         SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, if applicable, on or after the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         SECTION 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally to their respective former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the Noteholders shall continue as though no such Proceeding had been instituted.



                                       30
<PAGE>



         SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

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

         SECTION 5.11 Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Controlling Class shall, subject to provision being
made for indemnification against costs, expenses and liabilities in a form
satisfactory to the Indenture Trustee, have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided, however, that:

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

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

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

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

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

         SECTION 5.12 Waiver of Past Defaults.

                  (a) Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.2, the Holders of not less than a
majority of the Outstanding Amount of the Controlling Class may waive any past
Default or Event of Default and its consequences except a Default (i) in the
payment of principal of or interest on any of the Notes or (ii) in respect of a


                                       31
<PAGE>


covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Indenture Trustee and the Noteholders shall be restored to their respective
former positions and rights hereunder; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

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

         SECTION 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
Proceeding for the enforcement of any right or remedy under this Indenture, or
in any Proceeding against the Indenture Trustee for any action taken, suffered
or omitted by it as Indenture Trustee, the filing by any party litigant in such
Proceeding of an undertaking to pay the costs of such Proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such Proceeding, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 5.13 shall not apply to:

                  (a) any Proceeding instituted by the Indenture Trustee;

                  (b) any Proceeding instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Controlling Class; or

                  (c) any Proceeding instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

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

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



                                       32
<PAGE>



the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.4(b).

         SECTION 5.16 Performance and Enforcement of Certain Obligations

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

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

                  (c) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Seller against GMAC under
or in connection with the Pooling and Servicing Agreement, including the right
or power to take any action to compel or secure performance or observance by
GMAC of each of its obligations to the Seller thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Pooling and Servicing Agreement, and any right of the Seller to take such action
shall be suspended.



                                       33
<PAGE>



                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

         SECTION 6.1 Duties of Indenture Trustee.


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

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

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

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

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

                           (i) this Section 6.1(c) does not limit the effect of
Section 6.1(b);

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

                           (iii) the Indenture Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to any provision of this Indenture or any
other Basic Document.

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

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

                  (f) No provision of this Indenture or any other Basic Document
shall require the Indenture Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers, if it



                                       34
<PAGE>



shall have reasonable grounds to believe that repayments of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

                  (g) Every provision of this Indenture and each other Basic
Document relating to the Indenture Trustee shall be subject to the provisions of
this Section 6.1 and to the provisions of the TIA.

                  (h) The Indenture Trustee shall have no liability or
responsibility for the acts or omissions of any other party to any of the Basic
Documents.

                  (i) In no event shall the Indenture Trustee be liable for any
damages in the nature of special, indirect or consequential damages, however
styled, including without limitation, lost profits.

         SECTION 6.2 Rights of Indenture Trustee.


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

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

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

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

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

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



                                       35
<PAGE>



                  (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Indenture Trustee, in its direction, may make such further
inquiry or investigation into such facts or matters as it may see fit.

                  (h) The Indenture Trustee shall not be deemed to have notice
of any Default, Event of Default or Servicer Default unless a Responsible
Officer of the Indenture Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Indenture
Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice
references the Securities and this Indenture.

                  (i) The rights, privileges, protections, immunities and
benefits given to the Indenture Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the
Indenture Trustee in each of its capacities hereunder, including its capacity
under Section 4.4 hereof, and in connection with the performance of any of its
duties or obligations under any of the Basic Documents.

         SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer, the Servicer or any of their respective
Affiliates with the same rights it would have if it were not Indenture Trustee;
provided, however, that the Indenture Trustee shall comply with Sections 6.10
and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights.

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

         SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing
and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within
ninety (90) days after it occurs. Except in the case of a Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.

         SECTION 6.6 Reports by Indenture Trustee.


                  (a) The Indenture Trustee shall deliver to each Noteholder the
information and documents set forth in Article VII, and, in addition, all such
information with respect to the Notes as may be required to enable such Holder
to prepare its federal and state income tax returns.

                  (b) The Indenture Trustee shall deliver to the Seller, the
Owner Trustee, and the Servicer on or before March 1 of each year, beginning
March 1, [o], an Officer's Certificate,



                                       36
<PAGE>



dated as of December 31 of the preceding calendar year, signed by a Responsible
Person of the Indenture Trustee to the effect that (i) a review of the Indenture
Trustee's activities during the immediately preceding calendar year (or, in the
case of the first certificate, since the Closing Date) and of its performance
under this Indenture has been made under such Responsible Person's supervision
and (ii) to such Responsible Person's knowledge, based on such review, the
Indenture Trustee has fulfilled in all material respects all of its obligations
under this Indenture throughout such calendar year (or applicable portion of
such calendar year), or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure
known to such Responsible Person and the nature and status of such failure.

                  (c) The Indenture Trustee shall:


                           (i) deliver to the Seller, the Owner Trustee and the
Servicer, a report, dated as of December 31 of the preceding calendar year, of
its assessment of compliance with the minimum servicing criteria regarding
general servicing, cash and collection administration, investor remittances and
reporting and pool asset administration during the preceding calendar year,
including disclosure of any material instance of non-compliance identified by
the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB under the Securities Act.

                           (ii) cause a firm of registered public accountants
that is qualified and independent within the meaning of Rule 2-01 of Regulation
S-X under the Securities Act to deliver to the Seller, Owner Trustee and the
Servicer an attestation report that satisfies the requirements of Rule 13a-18 or
Rule 15d-18 under the Exchange Act, as applicable, of the assessment of
compliance with servicing criteria with respect to the prior calendar year. Such
attestation report shall be addressed to the board of directors of the Servicer
and to the Seller and Owner Trustee. Such attestation report will be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act. The firm may render other services to the
Indenture Trustee, but the firm must indicate in each attestation report that it
is qualified and independent within the meaning of Rule 2-01 of Regulation S-X
under the Securities Act.

                           (iii) The reports referred to in this Section 6.6(c)
shall be delivered on or before March 1 of each year, beginning March 1, [o].

         SECTION 6.7 Compensation; Indemnity.


                  (a) The Issuer shall cause the Servicer pursuant to Section
3.09 of the Pooling and Servicing Agreement to pay to the Indenture Trustee from
time to time reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall cause the Servicer pursuant to Section 3.09 of
the Pooling and Servicing Agreement to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, external counsel, accountants and
experts. The Issuer shall cause the Servicer to



                                       37
<PAGE>



indemnify the Indenture Trustee in accordance with Section 6.01 of the Trust
Sale and Servicing Agreement.

                  (b) The Issuer's obligations to the Indenture Trustee pursuant
to this Section 6.7 shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(e) or (f) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

         SECTION 6.8 Replacement of Indenture Trustee.

                  (a) The Indenture Trustee may at any time give notice of its
intent to resign by so notifying the Issuer; provided, however, that no such
resignation shall become effective and the Indenture Trustee shall not resign
prior to the time set forth in Section 6.8(c). The Holders of a majority in
Outstanding Amount of the Controlling Class may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. Such resignation or removal shall become effective in accordance with
Section 6.8(c). The Issuer shall remove the Indenture Trustee if:

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

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

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

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

                  (b) If the Indenture Trustee gives notice of its intent to
resign or is removed or if a vacancy exists in the office of the Indenture
Trustee for any reason (the Indenture Trustee in such event being referred to
herein as the retiring Indenture Trustee), the Issuer shall promptly appoint and
designate a successor Indenture Trustee.

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

                  (d) If a successor Indenture Trustee does not take office
within sixty (60) days after the Indenture Trustee gives notice of its intent to
resign or is removed, the retiring Trustee, the Issuer or the Holders of a
majority of the Outstanding Amount of the Controlling Class may petition any
court of competent jurisdiction for the appointment and designation of a
successor Indenture Trustee.


                                       38
<PAGE>



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

                  (f) Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section 6.8, the Issuer's obligations under Section 6.7 and the
Servicer's corresponding obligations under the Trust Sale and Servicing
Agreement and the Pooling and Servicing Agreement shall continue for the benefit
of the retiring Indenture Trustee.

         SECTION 6.9 Merger or Consolidation of Indenture Trustee.

                  (a) Any corporation into which the Indenture Trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Indenture Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Indenture
Trustee, shall be the successor of the Indenture Trustee under this Indenture;
provided, however, that such corporation shall be eligible under the provisions
of Section 6.11, without the execution or filing of any instrument or any
further act on the part of any of the parties to this Indenture, anything in
this Indenture to the contrary notwithstanding.

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

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

                  (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust Estate or any Financed Vehicle may at the time be
located, the Indenture Trustee shall have the power and may execute and deliver
all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person or Persons, in such capacity and for
the benefit of the Secured Parties (only to the extent expressly provided
herein), such title to the Trust Estate, or any part hereof, and, subject to the
other provisions of this Section 6.10, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.

                  (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:



                                       39
<PAGE>



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

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

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

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

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

         SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition and (unless waived
by Moody's Investors Service, Inc.) it shall have a long term unsecured debt
rating of Baa3 or better by Moody's Investors Service, Inc. The Indenture
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

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



                                       40
<PAGE>



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

         SECTION 6.13 Representations and Warranties of Indenture Trustee. The
Indenture Trustee represents and warrants as of the [Initial] Closing Date that:

                  (a) the Indenture Trustee (i) is a national banking
association duly organized, validly existing and in good standing under the laws
of the United States of America and (ii) satisfies the eligibility criteria set
forth in Section 6.11;

                  (b) the Indenture Trustee has full power, authority and legal
right to execute, deliver and perform this Indenture, and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Indenture;

                  (c) the execution, delivery and performance by the Indenture
Trustee of this Indenture (i) shall not violate any provision of any law or
regulation governing the banking and trust powers of the Indenture Trustee or
any order, writ, judgment or decree of any court, arbitrator, or governmental
authority applicable to the Indenture Trustee or any of its assets, (ii) shall
not violate any provision of the corporate charter or by-laws of the Indenture
Trustee, or (iii) shall not violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of any lien on any properties included in the Trust Estate pursuant
to the provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien could
reasonably be expected to have a materially adverse effect on the Indenture
Trustee's performance or ability to perform its duties under this Indenture or
on the transactions contemplated in this Indenture;

                  (d) the execution, delivery and performance by the Indenture
Trustee of this Indenture shall not require the authorization, consent or
approval of, the giving of notice to, the filing or registration with, or the
taking of any other action in respect of, any governmental authority or agency
regulating the banking and corporate trust activities of the Indenture Trustee;
and

                  (e) this Indenture has been duly executed and delivered by the
Indenture Trustee and constitutes the legal, valid and binding agreement of the
Indenture Trustee, enforceable in accordance with its terms.

         SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Indenture Trustee shall be brought in its
own name as Indenture Trustee. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee, its agents and counsel, be for the ratable
benefit of the Noteholders and (only to the extent expressly provided herein)
the Certificateholders in respect of which such judgment has been obtained.

         SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur
and be continuing, the Indenture Trustee, in its discretion may, subject to the
provisions of Section 6.1,



                                       41
<PAGE>



proceed to protect and enforce its rights and the rights of the Noteholders
under this Indenture by Proceeding whether for the specific performance of any
covenant or agreement contained in this Indenture or in aid of the execution of
any power granted in this Indenture or for the enforcement of any other legal,
equitable or other remedy as the Indenture Trustee, being advised by counsel,
shall deem most effectual to protect and enforce any of the rights of the
Indenture Trustee or the Noteholders.

         SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee. Holders
of Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee or
exercising any trust or power conferred on the Indenture Trustee; provided,
however, that subject to Section 6.1, the Indenture Trustee shall have the right
to decline to follow any such direction if the Indenture Trustee being advised
by counsel determines that the action so directed may not lawfully be taken, or
if the Indenture Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights of Noteholders not
parties to such direction; and provided, further, that nothing in this Indenture
shall impair the right of the Indenture Trustee to take any action deemed proper
by the Indenture Trustee and which is not inconsistent with such direction by
the Noteholders.

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished by the Servicer
to the Indenture Trustee (a) not more than five (5) days before each
Distribution Date a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders of Notes as of the close of
business on the related Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within fourteen (14) days after
receipt by the Issuer of any such request, a list of similar form and content as
of a date not more than ten (10) days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar,
no such list shall be required to be furnished.

         SECTION 7.2 Preservation of Information, Communications to Noteholders.

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

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

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



                                       42
<PAGE>



         SECTION 7.3 Reports by Issuer.

                  (a) The Issuer shall:

                           (i) file with the Indenture Trustee within fifteen
(15) days after the Issuer is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Issuer may be
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act or Item 1122 of Regulation AB;

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

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

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

         SECTION 7.4 Reports by Trustee

                  (a) If required by TIA Section 313(a), within sixty (60) days
after each August 15, beginning with August 15, [o], the Indenture Trustee shall
mail to each Noteholder as required by TIA Section 313(c) a brief report dated
as of such date that complies with TIA Section 313(a). The Indenture Trustee
also shall comply with TIA Section 313(b). A copy of any report delivered
pursuant to this Section 7.4(a) shall, at the time of its mailing to
Noteholders, be filed by the Indenture Trustee with the Commission and each
stock exchange, if any, on which the Notes are listed. The Issuer shall notify
the Indenture Trustee if and when the Notes are listed on any stock exchange.

                  (b) On each Distribution Date the Indenture Trustee shall
include with each payment to each Noteholder a copy of the statement for the
related Monthly Period or Periods applicable to such Distribution Date as
required pursuant to Section 4.09 of the Trust Sale and Servicing Agreement.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1 Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all



                                       43
<PAGE>



money and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture and the Trust Sale and Servicing Agreement. The
Indenture Trustee shall apply all such money received by it as provided in this
Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Trust Estate, the Indenture Trustee may take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate Proceedings. Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.

         SECTION 8.2 Designated Accounts; Payments.

                  (a) On or prior to the [Initial] Closing Date, the Issuer
shall cause the Servicer to establish and maintain, in the name of the Indenture
Trustee for the benefit of the Financial Parties (and with respect to the
Reserve Account, for the benefit of the Servicer) the Designated Accounts as
provided in Articles IV and V of the Trust Sale and Servicing Agreement.

                  (b) On or before each Distribution Date, (i) amounts shall be
deposited in the Collection Account as provided in Section 4.06 of the Trust
Sale and Servicing Agreement and (ii) the Aggregate Noteholders' Interest
Distributable Amount and, during the Amortization Period, the Aggregate
Noteholders' Principal Distributable Amount shall be transferred from the
Collection Account to the Note Distribution Account as and to the extent
provided in Section 4.06 of the Trust Sale and Servicing Agreement.

                  (c) On each Distribution Date, the Indenture Trustee shall
notify the Account Holder to apply and, as required, distribute to the
Noteholders all amounts on deposit in the Note Distribution Account (subject to
the Servicer's rights under Section 5.03 of the Trust Sale and Servicing
Agreement to Investment Earnings) in the following order of priority and in the
amounts determined as described below:

                           (i) On each Distribution Date, except as otherwise
provided in clause (iii) below, the amount deposited in the Note Distribution
Account in respect of interest on the Notes shall be applied in the following
order of priority, to the extent of remaining funds after all earlier priorities
have been satisfied, and any amount so applied shall be paid on such
Distribution Date to the holders of Notes of each applicable Class:

                               (A) the Aggregate Class A Interest Distributable
               Amount shall be paid to the holders of the Class A Notes;

                               (B) the Aggregate Class B Interest Distributable
               Amount shall be paid to the holders of the Class B Notes;

                               (C) the Aggregate Class C Interest Distributable
               Amount shall be paid to the holders of the Class C Notes;

                               (D) the Aggregate Class D Interest Distributable
               Amount shall be paid to the holders of the Class A Notes;



                                       44
<PAGE>



provided however, if there are not sufficient funds to so pay the entire amount
specified in any of the foregoing priorities for a particular Class of Notes,
then the amount available for such Class of Notes shall be paid to the Holders
thereof ratably on the basis of the total amount of accrued and unpaid interest
owing to each such holder.

                           (ii) [During the Amortization Period,] unless
otherwise provided in clause (iii) below, an amount equal to the Aggregate
Noteholders' Principal Distributable Amount (or such lesser amount as has been
deposited in the Note Distribution Account pursuant to Section 4.06(e) of the
Trust Sale and Servicing Agreement with respect to payments of principal) shall
be applied to each class of Notes in the following amounts and in the following
order of priority and any amount so applied shall be paid on such Distribution
Date to the Holders of such class of Notes:

                               (1) [to the Class [A-1] Notes, until the
               Outstanding Amounts of the Class [A-1] Notes is reduced to zero;]

                               (2) [to the Class [A-2] Notes, until the
               Outstanding Amount of the Class [A-2] Notes is reduced to zero;]

                               (3) [to the Class [A-3] Notes, until the
               Outstanding Amount of the Class [A-3] Notes is reduced to zero;]

                               (4) [to the Class [A-4] Notes until the
               Outstanding Amount of the Class [A-4] Notes is reduced to zero;]

                               (5) [to the Class B Notes, until the Outstanding
               Amount of the Class B Notes is reduced to zero;]

                               (6) [to the Class C Notes, until the Outstanding
               Amount of the Class C Notes is reduced to zero;]

                               (7) [to the Class D Notes, until the Outstanding
               Amount of the Class D Notes is reduced to zero.]

                           (iii) If the Notes have been declared immediately due
and payable following an Event of Default as provided in Section 5.2, until such
time as all Events of Default have been cured or waived as provided in Section
5.2(b), any amounts deposited in the Note Distribution Account shall be applied
in accordance with Section 2.7(c).

         SECTION 8.3 General Provisions Regarding Accounts

                  (a) So long as no Default or Event of Default shall have
occurred and be continuing, all or a portion of the funds in the Designated
Accounts shall be invested in Eligible Investments and reinvested by the
Indenture Trustee upon Issuer Order, subject to the provisions of Section
5.01(b) of the Trust Sale and Servicing Agreement. The Issuer shall not direct
the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Designated Accounts unless the security interest
granted and perfected in such account shall continue to be perfected in such
investment or the proceeds of such sale, in either case without


                                       45
<PAGE>


any further action by any Person, and, in connection with any direction to the
Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion
of Counsel acceptable to the Indenture Trustee, to such effect.

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

                  (c) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Designated Accounts to the Indenture
Trustee by 11:00 a.m., New York City Time (or such other time as may be agreed
by the Issuer and the Indenture Trustee) on any Business Day; or (ii) a Default
or Event of Default shall have occurred and be continuing with respect to the
Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.2, or, if such Notes shall have been declared due and payable
following an Event of Default, but amounts collected or receivable from the
Trust Estate are being applied in accordance with Section 5.5 as if there had
not been such a declaration; then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Designated Accounts in one
or more Eligible Investments selected by the Indenture Trustee.

         SECTION 8.4 Release of Trust Estate.


                  (a) Subject to the payment of its fees and expenses pursuant
to Section 6.7, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien
of this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are consistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

                  (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
6.7 have been paid and all amounts owing under each Third Party Instrument have
been paid, release any remaining portion of the Trust Estate that secured the
Notes and the other Secured Obligations from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on
deposit in the Designated Accounts. The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.4(b) only upon
receipt by it of an Issuer Request and an Officer's Certificate, an Opinion of
Counsel and (if required by the TIA) Independent Certificates in accordance with
TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

         SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at
least seven (7) days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the



                                       46
<PAGE>



Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
shall not materially and adversely impair the security for the Secured
Obligations or the rights of the Secured Parties in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the Trust
Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.

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

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

                           (ii) to evidence the succession, in compliance with
Section 3.10 and the applicable provisions hereof, of another Person to the
Issuer, and the assumption by any such successor of the covenants of the Issuer
contained herein and in the Notes contained;

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

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

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

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

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



                                       47
<PAGE>



provisions as may be expressly required by the TIA, and the Indenture Trustee is
hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained.

                  (b) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, may, also without the consent of any of the Noteholders but
with prior notice to the Rating Agencies at any time and from time to time enter
into one or more indentures supplemental hereto for the purpose of adding any
provisions to, changing in any manner, or eliminating any of the provisions of,
this Indenture or modifying in any manner the rights of the Noteholders under
this Indenture; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

         SECTION 9.2 Supplemental Indentures With Consent of Noteholders.

                  (a) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, also may, with prior notice to the Rating Agencies and with the
consent of the Holders of not less than a majority of the Outstanding Amount of
the Controlling Class, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, changing in any manner, or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Noteholders under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

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

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

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

                           (iv) reduce the percentage of the Outstanding Amount
of the Notes required to direct the Indenture Trustee to sell or liquidate the
Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be
insufficient to pay the principal amount of and accrued but unpaid interest on
the Outstanding Notes;



                                       48
<PAGE>



                           (v) modify any provision of this Section 9.2 to
decrease the required minimum percentage necessary to approve any amendments to
any provisions of this Indenture or any of the Basic Documents;

                           (vi) modify any of the provisions of this Indenture
in such manner as to affect the calculation of the amount of any payment of
interest or principal due on any Note on any Distribution Date (including the
calculation of any of the individual components of such calculation), or modify
or alter the provisions of the Indenture regarding the voting of Notes held by
the Issuer, the Seller or any Affiliate of either of them; or

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

                  (b) The Indenture Trustee may in its discretion determine
whether or not any Notes would be affected (such that the consent of each
Noteholder would be required) by any supplemental indenture proposed pursuant to
this Section 9.2 and any such determination shall be binding upon the Holders of
all Notes, whether authenticated and delivered thereunder before or after the
date upon which such supplemental indenture becomes effective. The Indenture
Trustee shall not be liable for any such determination made in good faith.

                  (c) It shall be sufficient if an Act of Noteholders approves
the substance, but not the form, of any proposed supplemental indenture.

                  (d) Promptly after the execution by the Issuer and the
Indenture Trustee of any supplemental indenture pursuant to this Section 9.2,
the Indenture Trustee shall mail to the Noteholders to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

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

         SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer and the Noteholders shall thereafter be



                                       49
<PAGE>



determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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

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

                                    ARTICLE X
                               REDEMPTION OF NOTES

         SECTION 10.1 Redemption. The Notes are subject to redemption in whole,
but not in part, upon the exercise by the Servicer [(or the Holder of all of the
Certificates, that is not the depositor, the Seller or any Affiliate thereof)]
of its option to purchase the Receivables pursuant to Section 8.01 of the Trust
Sale and Servicing Agreement. The date on which such redemption shall occur is
the Distribution Date following the Optional Purchase Date identified by
Servicer in its notice of exercise of such purchase option (the "Redemption
Date"). The purchase price for the Notes shall be equal to the applicable
Redemption Price, provided the Issuer has available funds sufficient to pay such
amount. The Servicer or the Issuer shall furnish the Rating Agencies notice of
such redemption. If the Notes are to be redeemed pursuant to this Section 10.1,
the Servicer or the Issuer shall furnish notice thereof to the Indenture Trustee
not later than twenty-five (25) days prior to the Redemption Date and the
Indenture Trustee (based on such notice) shall withdraw from the Collection
Account and deposit into the Note Distribution Account, on the Redemption Date,
the aggregate Redemption Price of the Notes, whereupon all such Notes shall be
due and payable on the Redemption Date.

         SECTION 10.2 Form of Redemption Notice. (a) Notice of redemption of the
Notes under Section 10.1 shall be given by the Indenture Trustee by first-class
mail, postage prepaid, mailed not less than five (5) days prior to the
applicable Redemption Date to each Noteholder of record at such Noteholder's
address appearing in the Note Register.

                  (a) All notices of redemption shall state:

                           (i) the Redemption Date;

                           (ii) the applicable Redemption Price; and


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<PAGE>



                           (iii) the place where Notes are to be surrendered for
payment of the Redemption Price (which shall be the Agency Office of the Issuer
to be maintained as provided in Section 3.2).

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

         SECTION 10.3 Notes Payable on Redemption Date. The Notes shall,
following notice of redemption as required by Section 10.2, on the Redemption
Date cease to be Outstanding for purposes of this Indenture and shall thereafter
represent only the right to receive the applicable Redemption Price and (unless
the Issuer shall default in the payment of such Redemption Price) no interest
shall accrue on such Redemption Price for any period after the date to which
accrued interest is calculated for purposes of calculating such Redemption
Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

         SECTION 11.1 Compliance Certificates and Opinions, etc.


                  (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee: (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, and (iii) (if required by the TIA)
an Independent Certificate from a firm of certified public accountants meeting
the applicable requirements of this Section 11.1, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished. Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture shall include:

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

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

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

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



                                       51
<PAGE>


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

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

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

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

                           (v) Notwithstanding Section 2.9 or any other
provision of this Section 11.1, the Issuer may (A) collect, liquidate, sell or
otherwise dispose of Receivables as and to the extent permitted or required by
the Basic Documents, (B) make cash payments out of the Designated Accounts and
the Certificate Distribution Account as and to the extent permitted or required
by the Basic Documents and (C) take any other action not inconsistent with the
TIA.

         SECTION 11.2 Form of Documents Delivered to Indenture Trustee.



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<PAGE>



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

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

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

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

         SECTION 11.3 Acts of Noteholders.

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



                                       53
<PAGE>



(subject to Section 6.1) conclusive in favor of the Indenture Trustee and the
Issuer, if made in the manner provided in this Section 11.3.

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

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

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

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

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

                  (b) the Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if in writing and either sent by
electronic facsimile transmission (with hard copy to follow via first class
mail) or mailed, by certified mail, return receipt requested to the Issuer and
the Owner Trustee each at the address specified in Appendix B to the Trust Sale
and Servicing Agreement.

                  The Issuer shall promptly transmit any notice received by it
from the Noteholders to the Indenture Trustee. The Indenture Trustee shall
likewise promptly transmit any notice received by it from the Noteholders to the
Issuer.

                  (c) Notices required to be given to the Rating Agencies by the
Issuer and the Indenture Trustee or the Owner Trustee shall be delivered as
specified in Appendix B to the Trust Sale and Servicing Agreement.

         SECTION 11.5 Notices to Noteholders; Waiver.

                  (a) Where this Indenture provides for notice to Noteholders of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if it is in writing and mailed, first-class, postage prepaid
to each Noteholder affected by such event, at such Person's address as it
appears on the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. If notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given regardless of whether such notice is in fact actually
received.



                                       54
<PAGE>



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

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

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

         SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee shall cause payments to be made
and notices to be given in accordance with such agreements.

         SECTION 11.7 Conflict with Trust Indenture Act.


                  (a) If any provision hereof limits, qualifies or conflicts
with another provision hereof that is required to be included in this Indenture
by any of the provisions of the TIA, such required provision shall control.

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

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

         SECTION 11.9 Successors and Assigns.

                  (a) All covenants and agreements in this Indenture and the
Notes by the Issuer shall bind its successors and assigns, whether so expressed
or not.

                  (b) All covenants and agreements of the Indenture Trustee in
this Indenture shall bind its successors and assigns, whether so expressed or
not.



                                       55
<PAGE>



         SECTION 11.10 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 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and to the extent expressly provided
herein, the Noteholders, the Certificateholders, any other party secured
hereunder, any other Person with an ownership interest in any part of the Trust
Estate and any holder of a Third Party Instrument, any benefit or any legal or
equitable right, remedy or claim under this Indenture. The holder of a Third
Party Instrument shall be a third-party beneficiary to this Agreement only to
the extent that it has any rights specified herein or rights with respect to
this Indenture specified under the Swap Counterparty Rights Agreement.

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

         SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

         SECTION 11.16 No Recourse. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against:

                  (a) the Indenture Trustee or the Owner Trustee in its
individual capacity;

                  (b) the Seller or any other owner of a beneficial interest in
the Issuer; or



                                       56
<PAGE>



                  (c) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, the Seller or any other holder of a beneficial interest in
the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity
(or any of their successors or assigns), except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any instalment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

         SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder and Note Owner, by accepting a Note (or interest
therein) issued hereunder, hereby covenant and agree that they shall not, prior
to the date which is one year and one day after the termination of this
Indenture with respect to the Issuer pursuant to Section 4.1, acquiesce,
petition or otherwise invoke or cause the Seller or the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Seller or the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Seller or the Issuer or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Seller or the Issuer.

         SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

         SECTION 11.19 Indemnification by and Reimbursement of the Servicer. The
Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its
directors, officers, employees and agents in accordance with Section 6.03(b) of
the Trust Sale and Servicing Agreement and (ii) the Seller and its directors,
officers, employees and agents in accordance with Section 3.04 of the Trust Sale
and Servicing Agreement. The Indenture Trustee further acknowledges and accepts
the conditions and limitations with respect to the Servicer's obligation to
indemnify, defend and hold the Indenture Trustee harmless as set forth in
Section 6.01(a)(iv) of the Trust Sale and Servicing Agreement.


                                    * * * * *



                                       57
<PAGE>



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


                                        CAPITAL AUTO RECEIVABLES ASSET
                                        TRUST 20  -

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


                                        By:
                                            ------------------------------------
                                        Name:  [o]
                                        Title: Attorney-In-Fact



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

                                        By:
                                            ------------------------------------
                                        Name:  [o]
                                        Title: Vice President



<PAGE>


STATE OF NEW YORK    )
                     ) ss
COUNTY OF NEW YORK   )

                  BEFORE ME, the undersigned authority, a Notary Public in and
for said county and state, on this day personally appeared Eva Aryeetay, known
to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said Capital
Auto Receivables Asset Trust 20 - , a Delaware statutory trust, and that she
executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.

                  GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the [o] day of
[o].


                             ---------------------------------------------------
                             Notary Public in and for the State of New York



My commission expires:




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



<PAGE>




STATE OF NEW YORK       )
                        ) ss
COUNTY OF NEW YORK      )


                  BEFORE ME, the undersigned authority, a Notary Public in and
for said county and state, on this day personally appeared [o], known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the said [o], and that he
executed the same as the act of said national banking association for the
purpose and consideration therein stated.

                  GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the [o] day of
[o].

                                 ----------------------------------------------
                                 Notary Public in and for the State of New York


My commission expires:




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



<PAGE>


                                                                       EXHIBIT A

                                   LOCATION OF
                             SCHEDULE OF RECEIVABLES



The Schedule of Receivables is on file at the offices of:

1.       The Indenture Trustee

2.       The Owner Trustee

3.       General Motors Acceptance Corporation

4.       Capital Auto Receivables, Inc



<PAGE>



                                                                       EXHIBIT B

             FORM OF NOTE DEPOSITORY AGREEMENT FOR THE OFFERED NOTES



<PAGE>


                                                                     EXHIBIT C-1

                           FORM OF CLASS [o] RULE 144A
                         FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________


         THIS RULE 144A GLOBAL CLASS [o] NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE
UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE
144A GLOBAL CLASS [o] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A
GLOBAL CLASS [o] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER
AND THE INDENTURE TRUSTEE THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE
144A GLOBAL CLASS [o] NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT
FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS
ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

         NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL CLASS [o]
NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH
SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE "QUALIFIED
INSTITUTIONAL BUYERS") TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (ii) SUCH SALE, PLEDGE OR OTHER
TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT AND THAT
PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO TERMS OF THE INDENTURE,
OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH
CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE
TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND
THE SELLER IN WRITING THE FACTS




                                       1
<PAGE>


SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER, AND (B) THE INDENTURE
TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE INDENTURE TRUSTEE)
SATISFACTORY TO THE SELLER AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH
TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

         EACH HOLDER OF A CLASS [o] NOTE WILL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (A) IT IS NOT (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A
"PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (B) THE PURCHASE,
HOLDING AND DISPOSITION OF THE CLASS A-1 NOTE WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE
CODE.

         EACH CLASS [o] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS [o]
NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS [o] NOTE,
COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH
RESPECT TO THE OBLIGATIONS OF THE ISSUER, THE CARAT OWNER TRUSTEE OR THE
INDENTURE TRUSTEE ON THE CLASS [o] NOTES OR UNDER THE INDENTURE OR ANY
CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE
INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES,
(ii) THE SELLER OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUER OR
(iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF
THE INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES,
ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE CARAT OWNER TRUSTEE OR
THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR
THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH
PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR
BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR
ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO
PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

         EACH CLASS [o] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS [o]
NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS [o] NOTE,
COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS
[o] NOTEHOLDER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER
THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUER, ACQUIESCE, PETITION
OR




                                       2
<PAGE>



OTHERWISE INVOKE OR CAUSE THE SELLER OR THE ISSUER TO INVOKE THE PROCESS OF ANY
COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE
AGAINST THE SELLER OR THE ISSUER UNDER ANY FEDERAL OR STATE BANKRUPTCY,
INSOLVENCY OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE,
TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE SELLER OR THE
ISSUER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR
LIQUIDATION OF THE AFFAIRS OF THE SELLER OR THE ISSUER.

         EACH CLASS [o] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS [o]
NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS [o] NOTE,
EXPRESSES ITS INTENTION THAT THIS CLASS A-1 NOTE QUALIFIES UNDER APPLICABLE TAX
LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY
APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS [o] NOTES AS
INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES,
STATE AND LOCAL INCOME AND FRANCHISE TAXES, MICHIGAN SINGLE BUSINESS TAX, AND
ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS OR NET INCOME.

                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -


                   CLASS [o] FLOATING RATE ASSET BACKED NOTES

                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20 - , a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of _______ DOLLARS
($______) payable in accordance with the Indenture (as defined on the reverse
side of this Note), on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal amount hereof and the denominator of which is the initial aggregate
principal amount for such Class [o] Notes, by (ii) the aggregate amount, if any,
payable on such Distribution Date from the Note Distribution Account in respect
of principal on the Class [o] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of
the Indenture; provided, however, that the entire unpaid principal amount of
this Class [o] Note shall be due and payable on [o] (the "Final Scheduled
Distribution Date"). The Issuer shall pay interest on this Note on each
Distribution Date until the principal of this Class [o] Note is paid or made
available for payment on the principal amount of this Class [o] Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date (or, for the initial
Distribution Date, the outstanding principal balance on the Closing Date)).
Interest on the Class [o] Notes will accrue from and including the Closing Date,
and will be payable on each Distribution Date in an amount equal to the
Noteholders' Interest Distributable Amount for such Distribution Date for the
Class [o] Notes. Interest will be computed on the basis of actual number of days
elapsed from and including the prior Distribution Date (or, in the case of the
first Distribution Date, from and including the Closing Date) to but excluding
the current Distribution Date and a 360-day year. Such principal of and interest
on this Class [o] Note shall be paid in the manner specified on the



                                       3
<PAGE>



reverse hereof. All interest payments on each class of Notes on any Distribution
Date shall be made pro rata to the Noteholders of such class entitled thereto.

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

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

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



                                       4
<PAGE>


                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.


Date: [o]

                                      CAPITAL AUTO RECEIVABLES ASSET TRUST 20  -

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

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


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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

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



                                       5
<PAGE>


                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class [o] Floating Rate Asset Backed Notes (herein
called the "Class [o] Notes"), all issued under an Indenture, dated as of [o]
(such Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [o], as trustee (the "Indenture Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Class [o] Notes are one of several duly
authorized classes of Notes of the Issuer issued pursuant to the Indenture
(collectively, as to all Notes of all such classes, the "Notes"). The Notes are
governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Class [o] Note by virtue of acceptance hereof assents and by which such
Holder is bound. All capitalized terms used and not otherwise defined in this
Class [o] Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

                  The Class [o] Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

                  Each holder of a Class [o] Notes will be deemed to represent
and warrant that either (A) it is not (i) an "Employee Benefit Plan" (as defined
in Section 3(3) of the United States Employee Retirement Income Security Act of
1974, as amended ("ERISA")), that is subject to the provisions of Title I of
ERISA, (ii) a "Plan" described in Secion 4975(e)(1) of the Code, or (iii) any
entity whose underlying assets include Plan assets by reason of a Plan's
investment in the entity or (B) the purchase, holding and disposition of the
Class [o] Note will not result in a non-exempt prohibited transaction under
Section 406(a) of ERISA or Section 4975 of the Code.

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

                  Each Noteholder or Note Owner, by acceptance of a Class [o]
Note or, in the case of a Note Owner, a beneficial interest in a Class [o] Note,
covenants and agrees that by accepting the benefits of the Indenture such
Noteholder will not, prior to the date which is one year and one day after the
termination of the Indenture with respect to the Issuer, acquiesce, petition or



                                       6
<PAGE>



otherwise invoke or cause the Seller or the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Seller or the Issuer.

                  Each Noteholder, by acceptance of a Class [o] Note or, in the
case of a Note Owner, a beneficial interest in a Class [o] Note, expresses its
intention that this Class [o] Note qualifies under applicable tax law as
indebtedness secured by the Collateral and, unless otherwise required by
appropriate taxing authorities, agrees to treat the Class [o] Notes as
indebtedness secured by the Collateral for the purpose of federal income taxes,
state and local income and franchise taxes, Michigan single business tax, and
any other taxes imposed upon, measured by or based upon gross or net income.

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

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

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

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

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



                                       7
<PAGE>



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

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

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




                                       8
<PAGE>


                                   ASSIGNMENT



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


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


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


--------------------------------------------------------------------------------
                         (name and address of assignee)

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

Dated:                                                                       (1)
      -------------------         --------------------------------------------
                                             Signature Guaranteed:


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





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


                                       9
<PAGE>



                                                                     EXHIBIT C-2

                         FORM OF CLASS [o] REGULATION S
                         FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________


         THIS PERMANENT REGULATION S GLOBAL CLASS [o] NOTE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF
THIS PERMANENT REGULATION S GLOBAL CLASS [o] NOTE (OR INTEREST THEREIN) THE
HOLDER OF THIS PERMANENT REGULATION S GLOBAL CLASS [o] NOTE (OR SUCH INTEREST)
IS DEEMED TO REPRESENT TO THE SELLER AND THE INDENTURE TRUSTEE THAT IT IS A
NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE CLASS [o] NOTE
OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S.

         NO SALE, PLEDGE OR OTHER TRANSFER OF THIS PERMANENT REGULATION S GLOBAL
CLASS [o] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i)
SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE "QUALIFIED
INSTITUTIONAL BUYERS") TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER
OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS
ANY NECESSARY CERTIFICATIONS PURSUANT TO THE INDENTURE, OR (iii) SUCH SALE,
PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE
INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE
PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE SELLER IN
WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN
FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER, AND (B)
THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL
NOT BE AT THE EXPENSE OF THE SELLER, THE



                                       1
<PAGE>


TRUST ADMINISTRATOR OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE
INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S.
SECURITIES ACT.

         EACH HOLDER OF A CLASS [o] NOTE WILL BE DEEMED TO REPRESENT AND WARRANT
THAT EITHER (A) IT IS NOT (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A
"PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (B) THE PURCHASE,
HOLDING AND DISPOSITION OF THE CLASS [o] NOTE WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE
CODE.

         EACH CLASS [o] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS [o]
NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS [o] NOTE,
COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH
RESPECT TO THE OBLIGATIONS OF THE ISSUER, THE CARAT OWNER TRUSTEE OR THE
INDENTURE TRUSTEE ON THE CLASS [o] NOTES OR UNDER THE INDENTURE OR ANY
CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE
INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES,
(ii) THE SELLER OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUER OR
(iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF
THE INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES,
ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE CARAT OWNER TRUSTEE OR
THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR
THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH
PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR
BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR
ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO
PAY ANY INSTALLMENT OR CALL OWING TO SUCH ENTITY.

         EACH CLASS [o] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS [o]
NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS [o] NOTE,
COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH CLASS
[o] NOTEHOLDER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER
THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUER, ACQUIESCE, PETITION
OR OTHERWISE INVOKE OR CAUSE THE SELLER OR THE ISSUER TO INVOKE THE PROCESS OF
ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A
CASE AGAINST THE SELLER OR THE ISSUER UNDER ANY FEDERAL OR STATE BANKRUPTCY,
INSOLVENCY OR SIMILAR LAW



                                       2
<PAGE>



OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR
OR OTHER SIMILAR OFFICIAL OF THE SELLER OR THE ISSUER OR ANY SUBSTANTIAL PART OF
ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE
SELLER OR THE ISSUER.

         EACH CLASS [o] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS [o]
NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A CLASS [o] NOTE,
EXPRESSES ITS INTENTION THAT THIS CLASS [o] NOTE QUALIFIES UNDER APPLICABLE TAX
LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY
APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS [o] NOTES AS
INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF FEDERAL INCOME TAXES,
STATE AND LOCAL INCOME AND FRANCHISE TAXES, MICHIGAN SINGLE BUSINESS TAX, AND
ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS OR NET INCOME.

                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -


                   CLASS [o] FLOATING RATE ASSET BACKED NOTES

         CAPITAL AUTO RECEIVABLES ASSET TRUST 20 - , a statutory trust organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to _______________, or
registered assigns, the principal sum of _______ DOLLARS ($______) payable in
accordance with the Indenture (as defined on the reverse side of this Note), on
each Distribution Date in an amount equal to the result obtained by multiplying
(i) a fraction, the numerator of which is the initial principal amount hereof
and the denominator of which is the initial aggregate principal amount for such
Class [o] Notes, by (ii) the aggregate amount, if any, payable on such
Distribution Date from the Note Distribution Account in respect of principal on
the Class [o] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture;
provided, however, that the entire unpaid principal amount of this Class [o]
Note shall be due and payable on [o] (the "Final Scheduled Distribution Date").
The Issuer shall pay interest on this Note on each Distribution Date until the
principal of this Class [o] Note is paid or made available for payment on the
principal amount of this Class [o] Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date (or, for the initial Distribution Date, the
outstanding principal balance on the Closing Date)). Interest on the Class [o]
Notes will accrue from and including the Closing Date, and will be payable on
each Distribution Date in an amount equal to the Noteholders' Interest
Distributable Amount for such Distribution Date for the Class [o] Notes.
Interest will be computed on the basis of actual number of days elapsed from and
including the prior Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) to but excluding the current
Distribution Date and a 360-day year. Such principal of and interest on this
Class [o] Note shall be paid in the manner specified on the reverse hereof. All
interest payments on each class of Notes on any Distribution Date shall be made
pro rata to the Noteholders of such class entitled thereto.



                                       3
<PAGE>



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

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

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



                                       4
<PAGE>



         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Date: [o]

                                     CAPITAL AUTO RECEIVABLES ASSET TRUST 20  -

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

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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


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

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



                                       5
<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class [o] Floating Rate Asset Backed Notes (herein
called the "Class [o] Notes"), all issued under an Indenture, dated as of June
[o] (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [o]., as trustee (the "Indenture Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Class [o] Notes are one of several
duly authorized classes of Notes of the Issuer issued pursuant to the Indenture
(collectively, as to all Notes of all such classes, the "Notes"). The Notes are
governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Class [o] Note by virtue of acceptance hereof assents and by which such
Holder is bound. All capitalized terms used and not otherwise defined in this
Class [o] Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

                  The Class [o] Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

                  Each holder of a Class [o] Notes will be deemed to represent
and warrant that either (A) it is not (i) an "Employee Benefit Plan" (as defined
in Section 3(3) of the United States Employee Retirement Income Security Act of
1974, as amended ("ERISA")), that is subject to the provisions of Title I of
ERISA, (ii) a "Plan" described in Secion 4975(e)(1) of the Code, or (iii) any
entity whose underlying assets include Plan assets by reason of a Plan's
investment in the entity or (B) the purchase, holding and disposition of the
Class [o] Note will not result in a non-exempt prohibited transaction under
Section 406(a) of ERISA or Section 4975 of the Code.

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

                  Each Noteholder or Note Owner, by acceptance of a Class [o]
Note or, in the case of a Note Owner, a beneficial interest in a Class [o] Note,
covenants and agrees that by accepting the benefits of the Indenture such
Noteholder will not, prior to the date which is one year and one day after the
termination of the Indenture with respect to the Issuer, acquiesce, petition or



                                       6
<PAGE>


otherwise invoke or cause the Seller or the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Seller or the Issuer.

                  Each Noteholder, by acceptance of a Class [o] Note or, in the
case of a Note Owner, a beneficial interest in a Class [o] Note, expresses its
intention that this Class [o] Note qualifies under applicable tax law as
indebtedness secured by the Collateral and, unless otherwise required by
appropriate taxing authorities, agrees to treat the Class [o] Notes as
indebtedness secured by the Collateral for the purpose of federal income taxes,
state and local income and franchise taxes, Michigan single business tax, and
any other taxes imposed upon, measured by or based upon gross or net income.

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

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

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

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

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



                                       7
<PAGE>



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

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

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



                                       8
<PAGE>


                                   ASSIGNMENT



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


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


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

--------------------------------------------------------------------------------
                         (name and address of assignee)

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

Dated:                                                                       (1)
      -------------------         --------------------------------------------
                                             Signature Guaranteed:


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



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



                                       9
<PAGE>



                                                                     EXHIBIT C-3

                                     FORM OF
                     CLASS [o] FIXED RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

                           Unless this Note is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to the Issuer or its agent for
                  registration of transfer, exchange or payment, and any Note
                  issued is registered in the name of Cede & Co. or in such
                  other name as is requested by an authorized representative of
                  DTC (and any payment is made to Cede & Co. or to such other
                  entity as is requested by an authorized representative of
                  DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
                  registered owner hereof, Cede & Co., has an interest herein.

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

                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -

                           [o] __% ASSET BACKED NOTES

                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20 - , a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
or such lesser outstanding amount as may be payable in accordance with the
Indenture (as defined on the reverse side of this Note), on each Distribution
Date, in an amount equal to the result obtained by multiplying (i) a fraction,
the numerator of which is the initial principal amount hereof and the
denominator of which is aggregate initial principal amount for such Class [o]
Notes by (ii) the aggregate amount, if any, payable on such Distribution Date
from the Note Distribution Account in respect of principal on the Class [o]
Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on ___________ (the "Final Scheduled Distribution Date"), unless the
Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which
case such unpaid principal amount shall be due on the Redemption Date. The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for
payment on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving



                                       1
<PAGE>



effect to all payments of principal made on the preceding Distribution Date (or,
for the initial Distribution Date, the outstanding principal balance on the
Closing Date)). Interest on the[o] Notes will accrue from and including the
Closing Date, and will be payable on each Distribution Date in an amount equal
to the Noteholders' Interest Distributable Amount for such Distribution Date for
the[o] Notes. Interest will be computed on the basis of a 360-day year of twelve
30-day months (or, in the case of the initial Distribution Date, a 13 day
period). Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. All interest payments on each class of Notes on
any Distribution Date shall be made pro rata to the Noteholders of such class
entitled thereto.

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

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

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




                                       2
<PAGE>



                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.


Date: [o]
                                       CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -

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

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



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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

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



                                       3
<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as Class [o] Notes Fixed Rate Asset Backed Notes (herein
called the "Class [o] Notes"), all issued under an Indenture, dated as of [o]
(such Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [o], as trustee (the "Indenture Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Class [o] Notes are one of several duly
authorized classes of Notes of the Issuer issued pursuant to the Indenture
(collectively, as to all Notes of all such classes, the "Notes"). The Notes are
governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Note by virtue of acceptance hereof assents and by which such Holder is
bound. All capitalized terms used and not otherwise defined in this Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture.

                  The Class [o] Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

                  Each Noteholder or Note Owner will be deemed to represent that
either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii)
a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code") or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or (B) the
purchase and holding of the Note will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.

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

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture such Noteholder will not, prior
to the date which is one year and one day after the



                                       4
<PAGE>



termination of the Indenture with respect to the Issuer, acquiesce, petition or
otherwise invoke or cause the Seller or the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Seller or the Issuer.

                  Each Noteholder, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, expresses its intention that this
Note qualifies under applicable tax law as indebtedness secured by the
Collateral and, unless otherwise required by appropriate taxing authorities,
agrees to treat the Notes as indebtedness secured by the Collateral for the
purpose of federal income taxes, state and local income and franchise taxes,
Michigan single business tax, and any other taxes imposed upon, measured by or
based upon gross or net income.

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

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

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

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

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



                                       5
<PAGE>



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

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

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



                                       6
<PAGE>



                                   ASSIGNMENT



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


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


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

--------------------------------------------------------------------------------
                         (name and address of assignee)

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

Dated:                                                                       (1)
      -------------------         --------------------------------------------
                                             Signature Guaranteed:


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



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



                                       7
<PAGE>


                                                                     EXHIBIT C-4

                                     FORM OF
                   CLASS [o] FLOATING RATE ASSET BACKED NOTES

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP NO. __________

                           Unless this Note is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to the Issuer or its agent for
                  registration of transfer, exchange or payment, and any Note
                  issued is registered in the name of Cede & Co. or in such
                  other name as is requested by an authorized representative of
                  DTC (and any payment is made to Cede & Co. or to such other
                  entity as is requested by an authorized representative of
                  DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
                  registered owner hereof, Cede & Co., has an interest herein.

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

                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -

                   CLASS [o] FLOATING RATE ASSET BACKED NOTES

                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20 - , a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
or such lesser outstanding amount as may be payable in accordance with the
Indenture (as defined on the reverse side of this Note), on each Distribution
Date, in an amount equal to the result obtained by multiplying (i) a fraction,
the numerator of which is the initial principal amount hereof and the
denominator of which is the initial aggregate principal amount for such Class
[o] Notes, by (ii) the aggregate amount, if any, payable on such Distribution
Date from the Note Distribution Account in respect of principal on the Class [o]
Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on ___________ (the "Final Scheduled Distribution Date"), unless the
Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which
case such unpaid principal amount shall be due on the



                                       1
<PAGE>



Redemption Date. The Issuer shall pay interest on this Note on each Distribution
Date until the principal of this Note is paid or made available for payment on
the principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date (or, for the initial Distribution Date, the outstanding
principal balance on the Closing Date)). Interest on the Class [o] Notes will
accrue from and including the Closing Date, and will be payable on each
Distribution Date in an amount equal to the Noteholders' Interest Distributable
Amount for such Distribution Date for the Class [o] Notes. Interest will be
computed on the basis of actual number of days elapsed from and including the
prior Distribution Date (or, in the case of the first Distribution Date, from
and including the Closing Date) to but excluding the current Distribution Date
and a 360-day year. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof. All interest payments on each class
of Notes on any Distribution Date shall be made pro rata to the Noteholders of
such class entitled thereto.

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

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

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



                                       2
<PAGE>



                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.


Date: [o]

                                     CAPITAL AUTO RECEIVABLES ASSET TRUST 20  -

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

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


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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

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



                                       3
<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class [o] Notes Floating Rate Asset Backed Notes
(herein called the "Class [o] Notes"), all issued under an Indenture, dated as
of [o] (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [o]., as trustee (the "Indenture Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Class [o] Notes are one of several
duly authorized classes of Notes of the Issuer issued pursuant to the Indenture
(collectively, as to all Notes of all such classes, the "Notes"). The Notes are
governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Note by virtue of acceptance hereof assents and by which such Holder is
bound. All capitalized terms used and not otherwise defined in this Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture.

                  The Class [o] Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

                  Each Noteholder or Note Owner will be deemed to represent that
either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii)
a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code") or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or (B) the
purchase and holding of the Note will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.

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

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture such Noteholder will not, prior
to the date which is one year and one day after the



                                       4
<PAGE>



termination of the Indenture with respect to the Issuer, acquiesce, petition or
otherwise invoke or cause the Seller or the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Seller or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Seller or the Issuer.

                  Each Noteholder, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, expresses its intention that this
Note qualifies under applicable tax law as indebtedness secured by the
Collateral and, unless otherwise required by appropriate taxing authorities,
agrees to treat the Notes as indebtedness secured by the Collateral for the
purpose of federal income taxes, state and local income and franchise taxes,
Michigan single business tax, and any other taxes imposed upon, measured by or
based upon gross or net income.

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

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

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

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

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



                                       5
<PAGE>



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

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

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



                                       6
<PAGE>



                                   ASSIGNMENT



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


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


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

--------------------------------------------------------------------------------
                         (name and address of assignee)

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

Dated:                                                                       (1)
      -------------------         --------------------------------------------
                                             Signature Guaranteed:


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



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



                                       7
<PAGE>


                                                                     EXHIBIT C-5
                                 FORM OF CLASS D
                          FIXED RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________


                  THIS CLASS D NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED
STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CLASS D NOTE
(OR INTEREST THEREIN) THE HOLDER OF THIS CLASS D NOTE (OR SUCH INTEREST) IS
DEEMED TO REPRESENT TO THE SELLER AND THE INDENTURE TRUSTEE THAT IT IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE l44A UNDER THE U.S.
SECURITIES ACT AND IS ACQUIRING THIS CLASS D NOTE (OR INTEREST THEREIN) FOR ITS
OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

                  NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CLASS D NOTE (OR
INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE
OR OTHER TRANSFER IS MADE TO THE SELLER, (ii) SO LONG AS THIS CLASS D NOTE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE l44A UNDER THE U.S. SECURITIES ACT, SUCH
SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE l44A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR
OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE
SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE
TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER, AND (B) THE INDENTURE
TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
EXPENSE OF THE SELLER, THE SERVICER OR THE INDENTURE TRUSTEE) SATISFACTORY TO
THE SELLER AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT



                                       1
<PAGE>



VIOLATE THE U.S. SECURITIES ACT. NO SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE
TO ANY ONE PERSON FOR CLASS D NOTES WITH AN INITIAL FACE AMOUNT OF LESS THAN
$500,000 (OR SUCH OTHER AMOUNT AS THE SELLER MAY DETERMINE IN ORDER TO PREVENT
THE TRUST FROM BEING TREATED AS A "PUBLIC TRADED PARTNERSHIP" UNDER SECTION 7704
OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL
REVENUE CODE"), BUT IN NO EVENT LESS THAN $250,000) AND, IN THE CASE OF ANY
PERSON ACTING ON BEHALF OF ONE OR MORE THIRD PARTIES (OTHER THAN A BANK (AS
DEFINED IN SECTION 3(a)(2) OF THE U.S. SECURITIES ACT) ACTING IN ITS FIDUCIARY
CAPACITY), FOR CLASS D NOTES WITH A FACE AMOUNT OF LESS THAN SUCH AMOUNT FOR
EACH SUCH THIRD PARTY. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE
IMMEDIATELY PRECEDING RESTRICTION WILL BE VOID AB INITIO AND THE PURPORTED
TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CLASS D NOTES FOR ALL
PURPOSES. THE TRUST WILL WITHHOLD U.S. INCOME TAX AT A RATE OF 35% ON INTEREST
INCOME ALLOCABLE TO A NOTEHOLDER WHO IS NOT A "UNITED STATES PERSON" WITHIN THE
MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE AS IF SUCH INTEREST
INCOME IS INCOME EFFECTIVELY CONNECTED WITH A TRADE OR BUSINESS IN THE UNITED
STATES.

                  THIS CLASS D NOTE (OR AN INTEREST THEREIN) MAY NOT BE ACQUIRED
BY OR FOR THE ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")), (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OTHER THAN AN INSURANCE COMPANY
GENERAL ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% "PLAN ASSETS" AND
FOR WHICH THE PURCHASE AND HOLDING OF THE CLASS D NOTES IS EXEMPT UNDER PTCE
95-60. EACH HOLDER OF A CLASS D NOTE, BY ACCEPTING THIS CLASS D NOTE, WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING
LIMITATION.

                  EACH HOLDER OF A CLASS D CLASS D NOTE, BY ACCEPTING THIS CLASS
D NOTE, AGREES TO TREAT THE CLASS D NOTES AS INDEBTEDNESS FOR FEDERAL, STATE AND
LOCAL INCOME AND FRANCHISE TAX PURPOSES.

                  EACH NOTEHOLDER, BY ITS ACCEPTANCE OF THIS CLASS D NOTE (OR
INTEREST HEREIN), COVENANTS AND AGREES THAT SUCH CLASS D NOTEHOLDER, AS THE CASE
MAY BE, SHALL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE
TERMINATION OF THE INDENTURE, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE
THE SELLER TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE
PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE SELLER UNDER ANY FEDERAL
OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A
RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER
SIMILAR OFFICIAL OF THE



                                       2
<PAGE>



SELLER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR
LIQUIDATION OF THE AFFAIRS OF THE SELLER.

                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20 -

                      CLASS D FIXED RATE ASSET BACKED NOTES

                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20 - , a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of _______ DOLLARS
($______) payable in accordance with the Indenture (as defined on the reverse
side of this Note), on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal amount hereof and the denominator of which is the initial aggregate
principal amount for such Class D Notes, by (ii) the aggregate amount, if any,
payable on such Distribution Date from the Note Distribution Account in respect
of principal on the Class D Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of
the Indenture; provided, however, that the entire unpaid principal amount of
this Class D Note shall be due and payable on [o] (the "Final Scheduled
Distribution Date"). The Issuer shall pay interest on this Note on each
Distribution Date until the principal of this Class D Note is paid or made
available for payment on the principal amount of this Class D Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date (or, for the initial
Distribution Date, the outstanding principal balance on the Closing Date)).
Interest on the Class D Notes will accrue from and including the Closing Date,
and will be payable on each Distribution Date in an amount equal to the
Noteholders' Interest Distributable Amount for such Distribution Date for the
Class D Notes. Interest will be computed on the basis of actual number of days
elapsed from and including the prior Distribution Date (or, in the case of the
first Distribution Date, from and including the Closing Date) to but excluding
the current Distribution Date and a 360-day year. Such principal of and interest
on this Class D Note shall be paid in the manner specified on the reverse
hereof. All interest payments on each class of Notes on any Distribution Date
shall be made pro rata to the Noteholders of such class entitled thereto.

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

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

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



                                       3
<PAGE>



                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.

Date: [o]

                                    CAPITAL AUTO RECEIVABLES ASSET TRUST 20  -

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

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


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


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

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



                                       4
<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class D Fixed Rate Asset Backed Notes (herein called
the "Class D Notes"), all issued under an Indenture, dated as of [o] (such
Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [o], as trustee (the "Indenture Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Class D Notes are one of several duly
authorized classes of Notes of the Issuer issued pursuant to the Indenture
(collectively, as to all Notes of all such classes, the "Notes"). The Notes are
governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Class D Note by virtue of acceptance hereof assents and by which such
Holder is bound. All capitalized terms used and not otherwise defined in this
Class D Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

                  The Class D Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

                  Each Noteholder or Note Owner will be deemed to represent that
either (A) (i) it is not an "employee benefit plan" (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as amended
("ERISA"), (ii) a "plan" described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended (the "Code") or (iii) any entity whose underlying
assets include plan assets by reason of a plan's investment in the entity other
than an insurance company general account whose underlying assets include less
than 25% "plan assets" and for which the purchase and holding of the Class D
Notes is exempt under PTCE 95-60.

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

                  Each Noteholder or Note Owner, by acceptance of a Class D Note
or, in the case of a Note Owner, a beneficial interest in a Class D Note,
covenants and agrees that by accepting the benefits of the Indenture such
Noteholder will not, prior to the date which is one year and one



                                       5
<PAGE>



day after the termination of the Indenture with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Seller or the Issuer under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Seller or the Issuer or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of the Seller or the Issuer.

                  Each Noteholder, by acceptance of a Class D Note or, in the
case of a Note Owner, a beneficial interest in a Class D Note, expresses its
intention that this Class D Note qualifies under applicable tax law as
indebtedness secured by the Collateral and, unless otherwise required by
appropriate taxing authorities, agrees to treat the Class D Notes as
indebtedness secured by the Collateral for the purpose of federal income taxes,
state and local income and franchise taxes, Michigan single business tax, and
any other taxes imposed upon, measured by or based upon gross or net income.

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

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

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

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

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


                                       6
<PAGE>


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

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

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



                                       7
<PAGE>



                                   ASSIGNMENT


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


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


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

--------------------------------------------------------------------------------
                         (name and address of assignee)

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

Dated:                                                                       (1)
      -------------------         --------------------------------------------
                                             Signature Guaranteed:


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



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



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