<PAGE>
                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY
================================================================================

                      NEW SOUTH MOTOR VEHICLE TRUST 2002-A


                       Class A-1 1.44% Asset Backed Notes
                       Class A-2 1.94% Asset Backed Notes
                       Class A-3 3.03% Asset Backed Notes

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

                                    INDENTURE

                          Dated as of November 26, 2002

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

                               JPMORGAN CHASE BANK
                                     Trustee

                                       and

                      NEW SOUTH MOTOR VEHICLE TRUST 2002-A
                           by Wilmington Trust Company
                    not in its individual capacity but solely
                                as Owner Trustee,
                                    as Issuer

<PAGE>

                              CROSS-REFERENCE TABLE

            Cross-reference sheet showing the location in the Indenture of the
provisions inserted pursuant to Sections 310 through 318(a) inclusive of the
Trust Indenture Act of 1939./1/

<TABLE>
<CAPTION>
             Trust Indenture Act of 1939                                             Indenture Section
             ---------------------------                                             -----------------
<S>                                                                                  <C>
Section 310
         (a) (1)................................................................           6.11
         (a) (2)................................................................           6.11
         (a) (3)................................................................           6.10
         (a) (4)................................................................      Not Applicable
         (a) (5)................................................................           6.11
         (b)....................................................................            6.9
         (c)....................................................................      Not Applicable
Section 311
         (a)....................................................................           6.12
         (b)....................................................................           6.12
         (c)....................................................................      Not Applicable
Section 312
         (a)....................................................................        7.1, 7.2(a)
         (b)....................................................................          7.2(b)
         (c)....................................................................          7.2(c)
Section 313
         (a)....................................................................          7.4(a)
         (b)....................................................................          7.4(a)
         (c)....................................................................        7.3(a), 7.4
         (d)....................................................................          7.3(a)
Section 314
         (a)(1).................................................................          7.3(a)
         (a)(2).................................................................          7.3(a)
         (a)(3).................................................................          7.3(a)
         (a)(4).................................................................           11.1
         (b)(1).................................................................           11.15
         (b)(2).................................................................            3.6
         (c)(1).................................................................       4.1, 8.2, 11.1
         (c)(2).................................................................      4.1, 8.2, 11.1
         (c)(3).................................................................            8.2
         (d)(1).................................................................         8.2, 11.1
         (d)(2).................................................................           11.1
         (d)(3).................................................................           11.1
         (e)....................................................................         11. 1(a)
Section 315
         (a)....................................................................     6.1(b), 6.1(c)(i)
         (b)....................................................................         6.5, 11.5
</TABLE>

________________________

/1/ This Cross-Reference Table is not part of the Indenture.

<PAGE>

<TABLE>
<S>                                                                                   <C>
         (c)....................................................................          6.1(a)
         (d)(1).................................................................      6.1(b), 6.1(c)
         (d)(2).................................................................        6.1(c)(ii)
         (d)(3).................................................................        6.1(c)(iii)
         (e)....................................................................           5.14
Section 316
         (a)....................................................................           5.12
         (b)....................................................................            5.8
         (c)....................................................................     5.6(b), 7.1, 10.2
Section 317
         (a)(1).................................................................            5.3
         (a)(2).................................................................            5.3
         (b)....................................................................            3.1
Section 318
         (a)....................................................................           11.7
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                           <C>
ARTICLE I     Definitions and Incorporation by Reference ....................   2

     SECTION 1.1   Definitions ..............................................   2
     SECTION 1.2   Incorporation by Reference of Trust Indenture Act ........   9
     SECTION 1.3   Other Interpretive Provisions ............................  10

ARTICLE II    The Notes .....................................................  10

     SECTION 2.1   Form .....................................................  10
     SECTION 2.2   Execution, Authentication and Delivery ...................  11
     SECTION 2.3   Temporary Notes ..........................................  11
     SECTION 2.4   Registration; Registration of Transfer and Exchange ......  12
     SECTION 2.5   Mutilated, Destroyed, Lost or Stolen Notes ...............  13
     SECTION 2.6   Persons Deemed Owner .....................................  14
     SECTION 2.7   Payment of Principal and Interest; Defaulted Interest ....  14
     SECTION 2.8   Cancellation .............................................  15
     SECTION 2.9   Release of Collateral ....................................  15
     SECTION 2.10  Book Entry Notes .........................................  16
     SECTION 2.11  Notices to Clearing Agency ...............................  16
     SECTION 2.12  Definitive Notes .........................................  17
     SECTION 2.13  Note Paying Agents .......................................  17

ARTICLE III   Covenants .....................................................  18

     SECTION 3.1   Payment of Principal and Interest ........................  18
     SECTION 3.2   Maintenance of Office or Agency ..........................  18
     SECTION 3.3   Money for Payments to be Held in Trust ...................  18
     SECTION 3.4   Existence ................................................  20
     SECTION 3.5   Protection of Trust Estate ...............................  20
     SECTION 3.6   Opinions as to Trust Estate ..............................  21
     SECTION 3.7   Performance of Obligations; Servicing of Receivables .....  21
     SECTION 3.8   Negative Covenants .......................................  22
     SECTION 3.9   Annual Statement as to Compliance ........................  23
     SECTION 3.10  Issuer May Consolidate, Etc. Only on Certain Terms .......  23
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                               <C>
     SECTION 3.11  Successor or Transferee ......................................  25
     SECTION 3.12  No Other Business ............................................  25
     SECTION 3.13  No Borrowing .................................................  26
     SECTION 3.14  Servicer's Obligations .......................................  26
     SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities ............  26
     SECTION 3.16  Capital Expenditures .........................................  26
     SECTION 3.17  Compliance with Laws .........................................  26
     SECTION 3.18  Restricted Payments ..........................................  26
     SECTION 3.19  Notice of Events of Default ..................................  26
     SECTION 3.20  Further Instruments and Acts .................................  27
     SECTION 3.21  Amendments of Sale and Servicing Agreement and Trust
                   Agreement ....................................................  27
     SECTION 3.22  Income Tax Characterization ..................................  27

ARTICLE IV    Satisfaction and Discharge ........................................  27

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

ARTICLE V     Remedies ..........................................................  29

     SECTION 5.1   Events of Default ............................................  29
     SECTION 5.2   Rights Upon Event of Default .................................  30
     SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by
                   Trustee ......................................................  31
     SECTION 5.4   Remedies .....................................................  33
     SECTION 5.5   Optional Preservation of the Receivables .....................  34
     SECTION 5.6   Priorities ...................................................  35
     SECTION 5.7   Limitation of Suits ..........................................  35
     SECTION 5.8   Unconditional Rights of Noteholders To Receive Principal and
                   Interest .....................................................  36
     SECTION 5.9   Restoration of Rights and Remedies ...........................  36
     SECTION 5.10  Rights and Remedies Cumulative ...............................  36
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                   Page
<S>                                                                                <C>
     SECTION 5.11    Delay or Omission Not a Waiver ..............................  36
     SECTION 5.12    Control by Noteholders ......................................  37
     SECTION 5.13    Waiver of Past Defaults .....................................  37
     SECTION 5.14    Undertaking for Costs .......................................  38
     SECTION 5.15    Waiver of Stay or Extension Laws ............................  38
     SECTION 5.16    Action on Notes .............................................  38
     SECTION 5.17    Performance and Enforcement of Certain Obligations ..........  38

ARTICLE VI    The Trustee ........................................................  39

     SECTION 6.1    Duties of Trustee ............................................  39
     SECTION 6.2    Rights of Trustee ............................................  41
     SECTION 6.3    Individual Rights of Trustee .................................  42
     SECTION 6.4    Trustee's Disclaimer .........................................  42
     SECTION 6.5    Notice of Defaults ...........................................  42
     SECTION 6.6    Reports by Trustee to Holders ................................  43
     SECTION 6.7    Compensation and Indemnity ...................................  43
     SECTION 6.8    Replacement of Trustee .......................................  44
     SECTION 6.9    Successor Trustee by Merger ..................................  45
     SECTION 6.10   Appointment of Co-Trustee or Separate Trustee ................  45
     SECTION 6.11   Eligibility: Disqualification ................................  46
     SECTION 6.12   Preferential Collection of Claims Against Issuer .............  47
     SECTION 6.13   Representations and Warranties of the Trustee ................  47
     SECTION 6.14   Waiver of Setoffs ............................................  47
     SECTION 6.15   Control by the Controlling Party .............................  48

ARTICLE VII   Noteholders' Lists and Reports .....................................  48

     SECTION 7.1    Issuer To Furnish To Trustee Names and Addresses of
                    Noteholders ..................................................  48
     SECTION 7.2    Preservation of Information; Communications to Noteholders ...  48
     SECTION 7.3    Reports by Issuer ............................................  48
     SECTION 7.4    Reports by Trustee ...........................................  49
</TABLE>

                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                               <C>
     SECTION 7.5    SEC Filings .................................................  49

ARTICLE VIII  Accounts, Disbursements and Releases ..............................  50

     SECTION 8.1    Collection of Money .........................................  50
     SECTION 8.2    Release of Trust Estate .....................................  50
     SECTION 8.3    Opinion of Counsel ..........................................  51

ARTICLE IX    Supplemental Indentures ...........................................  51

     SECTION 9.1    Supplemental Indentures Without Consent of Noteholders ......  51
     SECTION 9.2    Supplemental Indentures with Consent of Noteholders .........  52
     SECTION 9.3    Execution of Supplemental Indentures ........................  54
     SECTION 9.4    Effect of Supplemental Indenture ............................  54
     SECTION 9.5    Conformity With Trust Indenture Act .........................  54
     SECTION 9.6    Reference in Notes to Supplemental Indentures ...............  54

ARTICLE X     Redemption of Notes ...............................................  55

     SECTION 10.1   Redemption ..................................................  55
     SECTION 10.2   Form of Redemption Notice ...................................  55
     SECTION 10.3   Notes Payable on Redemption Date ............................  56

ARTICLE XI     Miscellaneous ....................................................  56

     SECTION 11.1   Compliance Certificates and Opinions, etc ...................  56
     SECTION 11.2   Form of Documents Delivered to Trustee ......................  58
     SECTION 11.3   Acts of Noteholders .........................................  59
     SECTION 11.4   Notices, etc., to Trustee, Issuer and Rating Agencies .......  59
     SECTION 11.5   Notices to Noteholders; Waiver ..............................  60
     SECTION 11.6   [Reserved] ..................................................  61
     SECTION 11.7   Conflict with Trust Indenture Act ...........................  61
     SECTION 11.8   Effect of Headings and Table of Contents ....................  61
     SECTION 11.9   Successors and Assigns ......................................  61
     SECTION 11.10  Separability ................................................  62
     SECTION 11.11  Benefits of Indenture .......................................  62
     SECTION 11.12  Legal Holidays ..............................................  62
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
     SECTION 11.13   GOVERNING LAW ........................................  62
     SECTION 11.14   Counterparts .........................................  62
     SECTION 11.15   Recording of Indenture ...............................  62
     SECTION 11.16   Trust Obligation .....................................  63
     SECTION 11.17   Limitation of Liability of Owner Trustee .............  63
     SECTION 11.18   No Petition ..........................................  63
     SECTION 11.19   Inspection ...........................................  63
</TABLE>

                                      -v-

<PAGE>

EXHIBITS

     EXHIBIT A-1   Form of Class A-1 Note
     EXHIBIT A-2   Form of Class A-2 Note
     EXHIBIT A-3   Form of Class A-3 Note

                                       vi

<PAGE>

                  INDENTURE dated as of November 26, 2002, between NEW SOUTH
MOTOR VEHICLE TRUST 2002-A, a common law owner trust by Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity but
solely as Owner Trustee (the "Issuer"), and JPMORGAN CHASE BANK, a New York
banking corporation, as indenture trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the benefit of the Holders of the Issuer's Class A-1 1.44% Asset
Backed Notes (the "Class A-1 Notes"), the Class A-2 1.94% Asset Backed Notes
(the "Class A-2 Notes") and the Class A-3 3.03% Asset Backed Notes (the "Class
A-3 Notes" and collectively with the Class A-1 Notes and the Class A-2 Notes,
the "Notes").

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

                  Ambac Assurance Corporation (the "Insurer") has issued and
delivered a financial guaranty insurance policy, dated the Closing Date (with
endorsements, the "Note Policy"), pursuant to which the Insurer guarantees
Policy Claim Amounts, as defined in the Note Policy.

                  As an inducement to the Insurer to issue and deliver the Note
Policy, the Issuer and the Insurer have executed and delivered the Insurance and
Indemnity Agreement, dated as of November 26, 2002 (as amended from time to
time, the "Insurance Agreement"), among the Insurer, the Issuer, the Depositor,
the Trustee and New South Federal Savings Bank.

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

                                 GRANTING CLAUSE

                  The Issuer (and, to the extent that legal title to any part of
the Trust Estate is vested in the Owner Trustee, a co-trustee and/or separate
trustee, the Owner Trustee and such co-trustees or separate trustees) hereby
Grants to the Trustee on the Closing Date, for the benefit of the Issuer Secured
Parties, all of the Issuer's right, title and interest in and to (a) the
Receivables and all moneys received thereon after the Related Cutoff Date
(excluding amounts collected in respect of interest accrued on the Initial
Receivables prior to the Closing Date and amounts collected in respect of
interest accrued on the Additional Receivables prior to the Funding Date); (b)
an assignment of the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Issuer in the
Financed Vehicles and any other property that shall secure the Receivables; (c)
any proceeds and the right to receive proceeds with respect to the Receivables
from claims on any Insurance Policies covering Financed

                                      S-1                              Indenture

<PAGE>

Vehicles or Obligors and any proceeds from the liquidation of the Receivables;
(d) rebates of premiums relating to Insurance Policies and rebates of other
items such as extended warranties financed under the Receivables, in each case
to the extent the Servicer would, in accordance with its customary practices,
apply such amounts to the Principal Balance of the related Receivables; (e) with
respect to the Receivables, the right to cause the related Dealer to repurchase
such Receivables pursuant to a Dealer Agreement, as a result of a breach of
representation or warranty in the related Dealer Agreement, and any proceeds
from any repurchase of Receivables pursuant to a Dealer Agreement or other
rights relating to the Receivables under the Dealer Agreements; (f) all rights,
if any, to refund for the costs of Service Contracts on the related Financed
Vehicles; (g) the Trust Accounts and all funds on deposit from time to time in
the Trust Accounts, and in all investments and proceeds thereof and all rights
of the Issuer therein (including all income thereon), but excluding any
Investment Earnings on funds on deposit in the Capitalized Interest Account; (h)
the Issuer's rights and benefits, but none of its obligations or burdens, under
the Purchase Agreement, including the delivery requirements, representations and
warranties and the cure and repurchase obligations of New South under the
Purchase Agreement; (i) all items contained in the Receivable Files and any and
all other documents that New South keeps on file in accordance with its
customary procedures relating to the Receivables, the Obligors or the Financed
Vehicles; (j) the Issuer's rights and benefits, but none of its obligations or
burdens, under the Sale and Servicing Agreement (including all rights of the
Seller under the Purchase Agreement); and (k) all present and future claims,
demands, causes and choses of action in respect of any or all of the foregoing
and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of
the conversion, voluntary or involuntary, into cash or other liquid property,
all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, condemnation
awards, rights to payment of any and every kind and other forms of obligations
and receivables, instruments and other property which at any time constitute all
or part of or are included in the proceeds of any of the foregoing
(collectively, the "Collateral").

                 The foregoing Grant is made in trust to the Trustee on behalf
of the Noteholders and for the benefit of the Insurer. The Trustee hereby
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture to the end that the interests of such parties, recognizing the
priorities of their respective interests, may be adequately and effectively
protected. The Issuer hereby authorizes the filing of any financing statements
necessary to perfect the security interest of the Trustee created by the Grant.

                                   ARTICLE I

                   Definitions and Incorporation by Reference

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

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

                                        2

<PAGE>

               "Affiliate" means, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. A Person will not be
deemed to be an Affiliate of any person solely because such other Person has the
contractual right or obligation to manage such Person unless such other Person
controls such Person through equity ownership or otherwise.

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

               "Basic Documents" means this Indenture, the Trust Agreement, the
Sale and Servicing Agreement, the Insurance Agreement, the Purchase Agreement,
the Note Policy, and other documents and certificates delivered in connection
therewith.

               "Benefit Plan Entity" has the meaning specified in Section 2.4.

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

               "Certificate" means a trust certificate evidencing the beneficial
interest of a Certificateholder in the Trust.

               "Certificateholder" means the Person in whose name a Certificate
is registered on the Certificate Register.

               "Class A-1 Interest Rate" means 1.44% per annum (computed on the
basis of a 360-day year and the actual number of days in the related Interest
Period.

               "Class A-1 Notes" means the Class A-1 1.44% Asset Backed Notes,
substantially in the form of Exhibit A-1.

               "Class A-2 Interest Rate" means 1.94% per annum (computed on the
basis of a 360-day year of twelve 30-day months).

               "Class A-2 Notes" means the Class A-2 1.94% Asset Backed Notes,
substantially in the form of Exhibit A-2.

                                        3

<PAGE>

               "Class A-3 Interest Rate" means 3.03% per annum (computed on the
basis of a 360-day year of twelve 30-day months).

               "Class A-3 Notes" means the Class A-3 3.03% Asset Backed Notes,
substantially in the form of Exhibit A-3.

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

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

               "Closing Date" means November 26, 2002.

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

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

               "Controlling Party" means the Insurer; provided that if an
Insurer Default has occurred and is continuing, then the Controlling Party means
the Trustee acting at the direction of the Majority Noteholders.

               "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business will be
administered which office at the date of the execution of this Agreement is
located at 4 New York Plaza, New York, New York 10004 (facsimile number (212)
623-5932), Attention: Institutional Trust Services Group, or at such other
address as the Trustee may designate from time to time by notice to the
Noteholders, the Insurer, the Servicer and the Issuer, or the principal
corporate trust office of any successor Trustee (the address of which the
successor Trustee will notify the Noteholders, the Insurer, the Servicer and the
Issuer).

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

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

               "ERISA" has the meaning specified in Section 2.4.

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

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

               "Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice

                                        4

<PAGE>

President, any Vice President, the Secretary or the Treasurer of such
corporation; and with respect to any partnership, any general partner thereof.

               "Grant" means mortgage, pledge, bargain, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Collateral or of any other agreement
or instrument will include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

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

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

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

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

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

                                       5

<PAGE>

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

               "Insurance Agreement" is defined in the recitals.

               "Insurer" is defined in the recitals.

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

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

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

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

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

               "Issuer Secured Parties" means each of the Trustee in respect of
the Trustee Issuer Secured Obligations and the Insurer in respect of the Insurer
Issuer Secured Obligations.

               "Majority Noteholders" means the holders of a majority of the
Notes, measured by Outstanding Amount.

               "Note" means a Class A-1 Note, a Class A-2 Note or a Class A-3
Note.

               "Note Owner" means, with respect to a Book Entry Note, the person
who is the owner of such Book Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).

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

               "Note Policy" is defined in the recitals.

                                        6

<PAGE>

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

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

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

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

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

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

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

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

                                        7

<PAGE>

faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons.

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

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

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

               "Rating Agency Condition" means, with respect to any action, that
each Rating Agency has been given 10 days (or such shorter period as will be
acceptable to each Rating Agency) prior notice thereof and that each of the
Rating Agencies has notified the Seller, the Servicer, the Insurer, the Trustee,
the Owner Trustee and the Issuer in writing that such action will not result in
a reduction or withdrawal of the then current rating of the Notes.

               "Record Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the Business Day immediately preceding such
Payment Date or Redemption Date; or, if Definitive Notes have been issued, the
last day of the month preceding such Payment Date or Redemption Date.

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

               "Redemption Price" means in the case of a redemption of the Notes
pursuant to Section 10.1(a), an amount equal to the then outstanding principal
amount of each Class of Notes being redeemed plus accrued and unpaid interest
thereon to but excluding the Redemption Date.

               "Responsible Officer" means, with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
in each case, having direct responsibility for the administration of this
agreement, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

               "Sale and Servicing Agreement" means the Sale and Servicing
Agreement dated as of November 26, 2002, among the Issuer, the Seller, the
Custodian, the Servicer and the Trustee, as the same may be amended or
supplemented from time to time.

                                        8

<PAGE>

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

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

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

               "Trust Agreement" means the Amended and Restated Trust Agreement,
dated as of November 26, 2002, among Bond Securitization, L.L.C., as Depositor,
New South Federal Savings Bank, as Servicer, and Wilmington Trust Company, as
Owner Trustee, as the same may be amended or supplemented from time to time.

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

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

               "Trustee" means JPMorgan Chase Bank, a New York banking
corporation, not in its individual capacity but as trustee under this Indenture,
or any successor trustee under this Indenture.

               "Trustee Issuer Secured Obligations" means all amounts and
obligations which the Issuer may at any time owe to or on behalf of the Trustee
for the benefit of the Noteholders under this Indenture, the Notes or any Basic
Document.

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

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

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

               "Commission" means the Securities and Exchange Commission.

                                        9

<PAGE>

               "indenture securities" means the Notes.

               "indenture security holder" means a Noteholder.

               "indenture to be qualified" means this Indenture.

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

               "obligor" on the indenture securities means the Issuer.

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

               SECTION 1.3 Other Interpretive Provisions. All terms defined in
this Indenture shall have the defined meanings when used in any certificate or
other document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Indenture and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
this Indenture, and accounting terms partly defined in this Indenture to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Indenture as a whole and
not to any particular provision of this Indenture; (c) references to any
Article, Section, Schedule or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Indenture and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term "including" means "including without limitation"; (e)
except as otherwise expressly provided herein, references to any law or
regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation; (f) references to any Person include
that Person's successors and assigns; and (g) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

                                   ARTICLE II

                                    The Notes

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

                                       10

<PAGE>

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

               Each Note will be dated the date of its authentication. The terms
of the Notes set forth in Exhibits A-1, A-2 and A-3 are part of the terms of
this Indenture.

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

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

               The Trustee will, upon receipt of the Note Policy and Issuer
Order, authenticate and deliver Class A-1 Notes for original issue in an
aggregate principal amount of $35,000,000, Class A-2 Notes for original issue in
the aggregate principal amount of $45,400,000 and Class A-3 Notes for original
issue in the aggregate principal amount of $56,951,213. The Class A-1 Notes,
Class A-2 Notes and Class A-3 Notes outstanding at any time may not exceed such
amounts except as provided in Section 2.5.

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

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

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

               If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes will be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer will
execute and the Trustee will authenticate and deliver in exchange therefor a
like principal

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<PAGE>

amount of Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes will in all respects be entitled to the same benefits under this
Indenture as Definitive Notes.

               SECTION 2.4 Registration; Registration of Transfer and Exchange.
The Issuer will cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer will
provide for the registration of Notes and the registration of transfers of
Notes. The Trustee will be "Note Registrar" for the purpose of registering Notes
and transfers of Notes as herein provided. Upon any resignation of any Note
Registrar, the Issuer will promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Note Registrar.

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

               Subject to Sections 2.10 and 2.12, upon surrender for
registration of transfer of any Note at the office or agency of the Issuer to be
maintained as provided in Section 3.2, if the requirements of Section 8-401(1)
of the UCC are met the Issuer will execute and upon its request the Trustee will
authenticate and the Noteholder will obtain from the Trustee, in the name of the
designated transferee or transferees, one or more new Notes, in any authorized
denominations, of the same class and a like aggregate principal amount.

               At the option of the Noteholder, Notes may be exchanged for other
Notes in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, subject to Sections
2.10 and 2.12, if the requirements of Section 8-401(1) of the UCC are met the
Issuer will execute and upon its request the Trustee will authenticate and the
Noteholder will obtain from the Trustee, the Notes which the Noteholder making
the exchange is entitled to receive.

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

               Every Note presented or surrendered for registration of transfer
or exchange will be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in the form attached to Exhibits A-1, A-2 and A-3, as
applicable, duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar which requirements
include membership or participation in Securities Transfer Agents Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in

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<PAGE>

addition to, or in substitution for, STAMP, all in accordance with the Exchange
Act, and (ii) accompanied by such other documents as the Trustee may require.

               Notwithstanding the foregoing, in the case of any sale or other
transfer of a Definitive Note, the transferor of such Definitive Note will be
required to represent and warrant in writing that the prospective transferee
either (a) is not (i) an employee benefit plan (as defined in section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined
in section 4975(e)(1) of the Code), which is subject to Section 4975 of the
Code, or (iii) an entity whose underlying assets are deemed to be assets of a
plan described in (i) or (ii) above by reason of such plan's investment in the
entity (any such entity described in clauses (i) through (iii), a "Benefit Plan
Entity") or (b) is a Benefit Plan Entity, it is purchasing a Class A Note and
the acquisition and holding of such Definitive Note by such prospective
transferee is covered by a Department of Labor Prohibited Transaction Class
Exemption. Each transferee of a Book Entry Note that is a Benefit Plan Entity
and is purchasing a Class A Note will be deemed to represent that its
acquisition and holding of such Book Entry Note is covered by a Department of
Labor Prohibited Transaction Class Exemption.

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

               The preceding provisions of this Section 2.4 notwithstanding, the
Issuer will not be required to make and the Note Registrar will not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

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

                                       13

<PAGE>

payment such original Note, the Issuer, the Trustee and the Insurer will be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a protected purchaser, and will 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 Trustee in connection therewith.

               Upon 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 the fees and
expenses of the Trustee) connected therewith.

               Every replacement Note issued pursuant to this Section 2.5 in
replacement of any mutilated, destroyed, lost or stolen Note will constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note will be at any time enforceable by
anyone, and will be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

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

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

               SECTION 2.7 Payment of Principal and Interest; Defaulted
Interest.

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

                                       14

<PAGE>

payable as provided below. The funds represented by any such checks returned
undelivered will be held in accordance with Section 3.3.

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

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

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

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

                                       15

<PAGE>

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

            (i)   the provisions of this Section 2.10 will be in full force and
       effect;

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

            (iii) 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 will control;

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

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

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

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

                                       16

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

             SECTION 2.13 Note Paying Agents.

             (a) The Trustee is appointed Note Paying Agent under this Indenture
and hereby accepts such appointment. The Trustee may appoint one or more Note
Paying Agents with the power to make payments to and distribution from the Trust
Accounts.

             (b) Any corporation into which any Note Paying Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Note Paying Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Note Paying Agent shall be the successor of
such Note Paying Agent hereunder, without the execution or filing of any further
act on the part of the parties hereto or such Note Paying Agent or such
successor corporation.

             (c) Any Note Paying Agent may at any time resign by giving written
notice of resignation to Trustee and Servicer. Trustee may at any time terminate
the agency of any Note Paying Agent by giving written notice of termination to
such Note Paying Agent. Upon receiving such notice of resignation or upon such a
termination, Trustee may appoint a successor Note Paying Agent and shall give
written notice of any such appointment to Servicer.

             (d) The Trustee agrees to pay to each Note Paying Agent from time
to time reasonable compensation for its services as agreed upon between the Note
Paying Agent and the Trustee. The provisions of Section 2.13 shall be applicable
to any Note Paying Agent.

                                       17

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                                   ARTICLE III

                                    Covenants

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

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

             SECTION 3.3 Money for Payments to be Held in Trust. On or before
each Payment Date and Redemption Date, the Issuer will deposit or cause to be
deposited in the Note Distribution Account from the Collection Account (and
cause all other transfers to and from the accounts provided for herein to be
made) an aggregate sum sufficient to pay the amounts then becoming due under the
Notes, such sum to be held in trust for the benefit of the Persons entitled
thereto and (unless the Note Paying Agent is the Trustee) will promptly notify
the Trustee of its action or failure so to act.

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

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

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<PAGE>

             (ii)  give the 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 Trustee, forthwith pay to the Trustee all sums
       so held in trust by such Paying Agent;

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

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

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

             Subject to applicable laws with respect to the escheat of funds,
any money held by the Trustee or any Note Paying Agent in trust for the payment
of any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable will be discharged from such trust
and be paid to the Issuer on Issuer Request with the consent of the Insurer
(unless an Insurer Default has occurred and is continuing) and will be deposited
by the Trustee in the Collection Account; and the Holder of such Note will
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 Trustee or such Note Paying Agent with respect to such
trust money will thereupon cease; provided, however, that if such money or any
portion thereof had been previously deposited by the Insurer or the Trustee for
the payment of principal or interest on the Notes, to the extent any amounts are
owing to the Insurer, such amounts will be paid promptly to the Insurer upon the
Trustee's receipt of a written request by the Insurer to such effect; and
provided, further, that the Trustee or such Note Paying Agent, before being
required to make any such repayment, will 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 New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Trustee will also adopt and employ, at the expense of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Notes have been called but
have not been

                                       19

<PAGE>

surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Trustee or of
any Note Paying Agent, at the last address of record for each such Holder).

             SECTION 3.4 Existence. Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its existence,
rights and franchises as a common law owner trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or will 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. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust Estate,
and the Issuer will take all actions necessary to obtain and maintain, in favor
of the Trustee, for the benefit of the Issuer Secured Parties, a first lien on
and a first priority, perfected security interest in the Trust Estate. The
Issuer will from time to time prepare (or will cause to be prepared), execute
and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

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

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

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


             (iv)  enforce any of th e Collateral;

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

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

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

                                       20

<PAGE>

             SECTION 3.6 Opinions as to Trust Estate.

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

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

             SECTION 3.7 Performance of Obligations; Servicing of Receivables.

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

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

                                       21

<PAGE>

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

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

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

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

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

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

             (iii) dissolve or liquidate in whole or in part; or

             (iv)  (A) permit the validity or effectiveness of this Indenture to
       be impaired, or permit the lien in favor of the Trustee created by this
       Indenture to be amended, hypothecated, subordinated, terminated or
       discharged, or permit any Person to be released from any covenants or
       obligations with respect to the Notes under this Indenture except as may
       be expressly permitted hereby, (B) permit any lien, charge, excise,
       claim, security interest, mortgage or other encumbrance (other than the
       lien of this Indenture) to be created on or extend to or otherwise arise
       upon or burden the Trust Estate or any part

                                       22

<PAGE>

       thereof or any interest therein or the proceeds thereof (other than tax
       liens, mechanics' liens and other liens that arise by operation of law,
       in each case on a Financed Vehicle and arising solely as a result of an
       action or omission of the related Obligor), (C) permit the lien of this
       Indenture not to constitute a valid first priority (other than with
       respect to any such tax, mechanics' or other lien) security interest in
       the Trust Estate, or (D) amend, modify or fail to comply with the
       provisions of the Basic Documents without the prior written consent of
       the Controlling Party.

             SECTION 3.9 Annual Statement as to Compliance. The Issuer will
deliver to the Trustee and the Insurer, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2003), and otherwise in compliance with the requirements of TIA Section
314(a)(4) an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that

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

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

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


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

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

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

             (iv)  the Issuer has received an Opinion of Counsel (and has
       delivered copies thereof to the Trustee and the Insurer (so long as no
       Insurer Default has occurred and is

                                       23

<PAGE>

       continuing)) to the effect that such transaction will not have any
       material adverse tax consequence to the Trust, the Insurer, any
       Noteholder or the Certificateholder;

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

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

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

             (b)   Except as expressly contemplated by the Basic Documents, the
Issuer will not convey or transfer all or substantially all of its properties or
assets, including those included in the Trust Estate, to any Person, unless

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

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

                                       24

<PAGE>

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

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

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

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

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

             (c)   The Issuer will not change its jurisdiction of organization
without notifying the Trustee and the Insurer and taking any actions necessary
to maintain a first priority secured lien under the Indenture.

             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) will succeed to, and be substituted for, and
may exercise every right and power of, the Issuer under this Indenture with the
same effect as if such Person had been named as the Issuer herein.

             (b)   Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10(b), New South Motor Vehicle
Trust 2002-A will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to
the Notes immediately upon the delivery of written notice to the Trustee stating
that New South Motor Vehicle Trust 2002-A is to be so released.

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

                                       25

<PAGE>

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

             SECTION 3.14 Servicer's Obligations. The Issuer will cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.9 of the Sale and
Servicing Agreement.

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

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

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

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

             SECTION 3.19 Notice of Events of Default. Upon a Responsible
Officer of the Issuer having actual knowledge thereof, the Issuer agrees to give
the Trustee, the Insurer and

                                       26

<PAGE>

the Rating Agencies prompt written notice of each Default or Event of Default
hereunder and each default on the part of the Servicer or the Seller of its
obligations under the Sale and Servicing Agreement.

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

             SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer will not agree to any amendment to Section 12.1 of the
Sale and Servicing Agreement or Section 10.1 of the Trust Agreement to eliminate
the requirements thereunder that the Trustee or the Holders of the Notes consent
to amendments thereto as provided therein.

             SECTION 3.22 Income Tax Characterization. For purposes of federal
income, state and local income and franchise and any other income taxes, the
Issuer will treat the Notes as indebtedness and each Noteholder (or beneficial
Note Owner) will be deemed, by virtue of acquisition of its interest in such
Note, to have agreed, to treat the Notes as indebtedness for all applicable tax
reporting purposes.

                                   ARTICLE IV

                           Satisfaction and Discharge

             SECTION 4.1  Satisfaction and Discharge of Indenture. This
Indenture will 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, 3.7(a), 3.8, 3.10, 3.12, 3.13, 3.15, 3.18, 3.20, 3.21 and 3.22, (v)
the rights, obligations and immunities of the Trustee hereunder (including the
rights of the Trustee under Section 6.7 and the obligations of the Trustee under
Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, and the Trustee, on demand of and at the expense of the Issuer, will
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when:

                   (A) either

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

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

                         (i)   have become due and payable,

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

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

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

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

                    (C)  the Issuer has delivered to the Trustee and the Insurer
             an Officer's Certificate, an Opinion of Counsel and if required by
             the TIA, the Trustee or the Insurer (so long as no Insurer Default
             has occurred and is continuing) an Independent Certificate from a
             firm of certified public accountants, each meeting the applicable
             requirements of Section 11.1(a) and each stating that all
             conditions precedent herein provided for relating to the
             satisfaction and discharge of this Indenture have been complied
             with.

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

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

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                                    ARTICLE V

                                    Remedies

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

             (i)   default by the Issuer in the payment of any interest on any
       Note when the same becomes due and payable, and such default continues
       for a period of three Business Days; or

             (ii)  default by the Issuer in the payment of the principal of any
       Note on its Final Scheduled Payment Date; or

             (iii) 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 remains
       unstayed and in effect for a period of 60 consecutive days; or

             (iv)  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; or

             (v)   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 Section specifically dealt
       with), or any representation or warranty of the Issuer made in this
       Indenture, in any Basic Document or in any certificate or any other
       writing delivered pursuant hereto or in connection herewith proving to
       have been incorrect in any material respect as of the time when the same
       has been made, and such default will continue or not be cured, or the
       circumstance or condition in respect of which such misrepresentation or
       warranty was incorrect will not have been eliminated or otherwise cured,
       for a period of 30 days (or for such longer period, not in excess of 90
       days, as may be reasonably necessary to remedy such default) after actual
       knowledge thereof by an Authorized

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<PAGE>

       Officer of the Issuer or after there has been given, by registered or
       certified mail, to the Issuer by the Trustee or to the Issuer and the
       Trustee by the Holders of at least 25% of the Outstanding Amount of the
       Notes or the Insurer (so long as the Insurer is the Controlling Party), a
       written notice specifying such default or incorrect representation or
       warranty and requiring it to be remedied and stating that such notice is
       a "Notice of Default" hereunder;

             (vi)  a draw has been made on the Note Policy; or

             (vii) the Issuer becoming taxable as an association or
       publicly-traded partnership taxable as a corporation for federal or state
       tax purposes.

             The Issuer will deliver to the Trustee and the Insurer, within five
days after knowledge 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 clause (v), its status and what
action the Issuer is taking or proposes to take with respect thereto.

             SECTION 5.2 Rights Upon Event of Default.

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

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

             Second: first, to the Class A-1 Noteholders for amounts due and
       unpaid for principal, then to Holders of the other Classes of Notes for
       amounts due and unpaid on such Notes for principal, ratably, without
       preference or priority of any kind, according to the amounts due and
       payable on such Classes of Notes for principal.

             (b)   In the event any Notes are accelerated due to an Event of
Default, the Insurer has the right (in addition to its obligation to pay
Scheduled Payments on the Notes in accordance with the Note Policy), but not the
obligation, to make payments under the Note Policy or otherwise of interest and
principal due on such Notes, in whole or in part, in accordance with the
priority of payments described in Section 5.2(a), on any date or dates following
such acceleration as the Insurer, in its sole discretion, will elect.

             (c)   If an Event of Default occurs and is continuing (other than
Events of Default specified in Section 5.1(iii) and (iv)), the Trustee may, with
consent of the Insurer (if the Insurer is the Controlling Party), and will, at
the written direction of the Controlling Party,

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<PAGE>

declare by written notice to the Issuer that the Notes become immediately due
and payable and upon any such declaration the unpaid principal amount of such
Notes, together with accrued interest thereon through the date of acceleration,
will become immediately due and payable. If an Event of Default specified in
Section 5.1(iii) or (iv) occurs, the unpaid principal amount of the Notes will
automatically become immediately due and payable, together with interest
thereon, without any declaration or other act on the part of the Trustee, any
Noteholder or the Controlling Party.

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

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

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

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

             (ii)  all Events of Default, other than the nonpayment of the
       principal of the Notes that has become due solely by such acceleration,
       have been cured or waived as provided in Section 5.13.

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

             SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee.

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

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<PAGE>

             (b) Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured Party, with full power of substitution,
to execute, acknowledge and deliver any notice, document, certificate, paper,
pleading or instrument and to do in the name of the Controlling Party as well as
in the name, place and stead of such Issuer Secured Party such acts, things and
deeds for or on behalf of and in the name of such Issuer Secured Party under
this Indenture (including specifically under Section 5.4) and under the Basic
Documents which such Issuer Secured Party could or might do or which may be
necessary, desirable or convenient in such Controlling Party's sole discretion
to effect the purposes contemplated hereunder and under the Basic Documents and,
without limitation, following the occurrence of an Event of Default, exercise
full right, power and authority to take, or defer from taking, any and all acts
with respect to the administration, maintenance or disposition of the Trust
Estate.

             (c) If an Event of Default occurs and is continuing, the Trustee
may with the consent of the Controlling Party and will, at the written direction
of the Controlling Party, proceed to protect and enforce its rights and the
rights of the Noteholders by such appropriate Proceedings as the Trustee or the
Controlling Party will 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
Trustee by this Indenture or by law.

             (d) [Reserved.]

             (e) In case there will 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 in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official has 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 Trustee, irrespective of whether the principal
of any Notes will then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee has made any demand
pursuant to the provisions of this Section 5.3, will be entitled and empowered,
by intervention in such proceedings or otherwise to, and may with the Insurer's
consent (so long as the Insurer is the Controlling Party), and will, at the
written direction of the Controlling Party:

             (i) file and prove a claim or claims for the whole amount of
       principal and interest owing and unpaid in respect of the Notes and file
       such other papers or documents as may be necessary or advisable in order
       to have the claims of the Trustee (including any claim for reasonable
       compensation to the 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 Trustee
       and each predecessor Trustee, except as a result of negligence, bad faith
       or willful misconduct) and of the Noteholders allowed in such
       proceedings;

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<PAGE>

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

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

             (iv)  file such proofs of claim and other papers or documents as
       may be necessary or advisable in order to have the claims of the Trustee
       or the Noteholders 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 Trustee, and, in the event that the Trustee will consent to the
making of payments directly, to such Noteholders, to pay to the Trustee such
amounts as will be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of negligence or bad
faith.

             (f)   Nothing herein contained will be deemed to authorize the
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 Trustee to vote in respect of the claim of any Noteholder in any
such Proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.

             (g)   All rights of action and of asserting claims under this
Indenture or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or Proceedings instituted by
the Trustee will 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 Trustee, each predecessor Trustee and their respective
agents and attorneys, will be for the ratable benefit of the Holders of the
Notes.

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

             SECTION 5.4 Remedies.

             (a)   If an Event of Default has occurred and is continuing and the
Notes have been declared due and payable and such declaration and its
consequences have not been rescinded, the Trustee may, with the consent of the
Insurer (so long as the Insurer is the

                                       33

<PAGE>

Controlling Party) and will, at the written direction of the Controlling Party,
do one or more of the following (subject to Section 5.5):

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

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

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

             (iv)  sell the Trust Estate or any portion thereof or rights or
       interest therein, at one or more public or private sales called and
       conducted in any manner permitted by law; provided, however, that if the
       Trustee is the Controlling Party, the Trustee may not sell or otherwise
       liquidate the Trust Estate following an Event of Default unless

                          (I)   such Event of Default is of the type described
                   in Section 5.1(i) or (ii), or

                          (II)  either

                                (x) the Majority Noteholders consent thereto, or

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

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

             In determining such sufficiency or insufficiency with respect to
clause (y) and (z), the Trustee may, but need not, obtain and conclusively 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 5.5 Optional Preservation of the Receivables. If the
Trustee is the Controlling Party and if the Notes have been declared to be due
and payable under Section 5.2 following an Event of Default and such declaration
and its consequences have not been rescinded

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<PAGE>

and annulled, the Trustee may but need not maintain possession of the Trust
Estate. It is the desire of the parties hereto and the Noteholders that there be
at all times sufficient funds for the payment of principal of and interest on
the Notes, and the Trustee will take such desire into account when determining
whether or not to maintain possession of the Trust Estate. In determining
whether to maintain possession of the Trust Estate, the Trustee may, but need
not, obtain and conclusively 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 Priorities.

               (a)   Following the acceleration of the Notes pursuant to Section
5.2, the Available Funds, including any money or property collected pursuant to
Section 5.4 of this Indenture will be applied by the Trustee on the related
Payment Date to make the payments described in Sections 5.7(b)(i), (ii), (iii),
(iv), (v),(vi), (viii), (ix) and (x) of the Sale and Servicing Agreement, in
that order of priority.

               (b)   The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 5.6. At least 15 days before
such record date the Issuer will mail to each Noteholder and the Trustee a
notice that states the record date, the payment date and the amount to be paid.

               SECTION 5.7 Limitation of Suits. No Holder of any Note has any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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

               (vi)  the Insurer is not the Controlling Party;

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<PAGE>

it being understood and intended that no one or more Noteholders has 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 Noteholders or
to obtain or to seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided.

               In the event the Trustee receives conflicting or inconsistent
requests and indemnity from two or more groups of Noteholders, each representing
less than a majority of the Outstanding Amount of the Notes, the Trustee will
act at the direction of the group of Noteholders with the greater Outstanding
Amount of Notes, provided, however, that in the event the Trustee receives
conflicting or inconsistent requests and indemnity from two or more groups of
Noteholders representing an equal Outstanding Amount of Notes, the Trustee in
its sole discretion may determine what action, if any, will be taken,
notwithstanding any other provisions of this Indenture.

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

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

               SECTION 5.10 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee, the Insurer or the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy will, 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, will not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

               SECTION 5.11 Delay or Omission Not a Waiver. No delay or omission
of the Trustee, the Controlling Party or any Holder of any Note to exercise any
right or remedy accruing upon any Default or Event of Default will 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 Trustee or to the Noteholders may be exercised

                                       36

<PAGE>

from time to time, and as often as may be deemed expedient, by the Trustee or by
the Noteholders, as the case may be.

               SECTION 5.12 Control by Noteholders. The Insurer, so long as an
Insurer Default shall not have occurred and be continuing, or, if an Insurer
Default has occurred and is continuing, the Majority Noteholders will have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Trustee (including, in the event of an Insurer Default,
any Proceeding to enforce the Note Policy) with respect to the Notes or
exercising any trust or power conferred on the Trustee; provided that

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

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

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

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

provided, however, that, subject to Article VI, the Trustee need not take any
action that it determines might involve it in liability, financial or otherwise,
without receiving indemnity satisfactory to it, or might materially adversely
affect the rights of any Noteholders not consenting to such action.

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

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

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<PAGE>

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

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

               SECTION 5.16 Action on NotesThe Trustee's right to seek and
recover judgment on the Notes or under this Indenture will 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 Trustee or the Noteholders will be impaired by the recovery of any
judgment by the Trustee against the Issuer or by the levy of any execution under
such judgment upon any portion of the Trust Estate or upon any of the assets of
the Issuer.

               SECTION 5.17 Performance and Enforcement of Certain Obligations.

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

               (b) If an Event of Default has occurred and is continuing, the
Controlling Party may, and, if the Trustee is the Controlling Party, at the
written direction of the Majority Noteholders will, subject to Article VI,
exercise all rights, remedies, powers, privileges and

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<PAGE>

claims of the Issuer against the Servicer under or in connection with the Sale
and Servicing Agreement, including the right or power to take any action to
compel or secure performance or observance by the Servicer of its obligations to
the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Sale and Servicing Agreement, and any
right of the Issuer to take such action will be suspended.

                                   ARTICLE VI

                                  The Trustee

               SECTION 6.1 Duties of Trustee.

               (a)   If an Event of Default has occurred and is continuing, the
Trustee will exercise, subject to the provisions of Article V, the rights and
powers vested in it by this Indenture and the Basic Documents to which it is a
party and use the same degree of care and skill in its 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 Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture and no implied
     covenants or obligations will be read into this Indenture against the
     Trustee; and

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

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

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

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

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

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

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<PAGE>

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

               (f) No provision of this Indenture will require the 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 has reasonable grounds to believe that repayment of such
funds or indemnity reasonably satisfactory to it against such risk or liability
is not assured to it.

               (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee will be
subject to the provisions of this Section 6.1 and to the provisions of the TIA.

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

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

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

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

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<PAGE>

             (l) In no event will JPMorgan Chase Bank, in any of its capacities
hereunder, be deemed to have assumed any duties of the Owner Trustee under
common law or the Trust Agreement.

             SECTION 6.2 Rights of Trustee.

             (a) The Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any report, certificate, opinion,
statement or other document believed by it to be genuine and to have been signed
or presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

             (b) Before the Trustee acts or refrains from acting, it may require
an Officer's Certificate or an Opinion of Counsel. The Trustee will 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 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 Trustee will not be responsible for
any misconduct or negligence on the part of, or for the supervision of, New
South, or any other such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

             (d) The Trustee will 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 Trustee's conduct does not constitute
willful misconduct, negligence or bad faith.

             (e) The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Notes will 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 Trustee will be under no obligation to institute, conduct
or defend any litigation under this Indenture or in relation to this Indenture,
at the request, order or direction of any of the Noteholders or the Controlling
Party, pursuant to the provisions of this Indenture, unless such Noteholders or
the Controlling Party has offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; provided, however, that the Trustee will, upon the
occurrence of an Event of Default (that has not been cured), exercise the rights
and powers vested in it by this Indenture, subject to Article V, with reasonable
care and skill.

             (g) The Trustee will not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the Insurer (so
long as no Insurer Default has occurred and is continuing) or (if an Insurer
Default has occurred and is continuing) by the Noteholders evidencing not less
than 25% of the Outstanding Amount thereof; provided, however, that if the
payment within a reasonable

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<PAGE>

time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture or the Sale and Servicing Agreement, the Trustee may require
indemnity satisfactory to it against such cost, expense or liability as a
condition to so proceeding; the reasonable expense of every such examination
will be paid by the Person making such request, or, if paid by the Trustee, will
be reimbursed by the Person making such request upon demand.

             (h) If the Trustee acts as the Note Paying Agent or Note Registrar,
the rights and protections afforded to the Trustee will be afforded to the Note
Paying Agent and Note Registrar.

             (i) The Trustee will not be required to take notice or be deemed to
have notice or knowledge of any Default or Event of Default or Servicer Default
unless a Responsible Officer of the Trustee has received written notice or
obtained actual knowledge thereof. In the absence of receipt of such notice or
actual knowledge, the Trustee may conclusively assume that there is no Default
or Event of Default or Servicer Default.

             (j) Anything in this Agreement to the contrary notwithstanding, in
no event will the Trustee be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

             SECTION 6.3 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Trustee. Any Note Paying Agent, Note Registrar,
co-registrar or co-Note Paying Agent may do the same with like rights. However,
the Trustee must comply with Sections 6.11 and 6.12.

             SECTION 6.4 Trustee's Disclaimer. The Trustee will not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, the Trust Estate or the Notes, it will not be accountable for
the Issuer's use of the proceeds from the Notes, and it will 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 Trustee's
certificate of authentication.

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

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<PAGE>

             SECTION 6.6 Reports by Trustee to Holders. The Trustee will deliver
to each Noteholder such information as may be reasonably required to enable such
Holder to prepare its federal and State income tax returns.

             SECTION 6.7 Compensation and Indemnity.

             (a) The Issuer will, or will cause the Servicer to pay to the
Trustee from time to time compensation for its services; provided that the
amount of compensation payable to the Trustee payable pursuant to Section 5.7(b)
of the Sale and Servicing Agreement shall not exceed the maximum amount
described in Section 5.7(b) of the Sale and Servicing Agreement. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Issuer will, or will cause the Servicer to reimburse the
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 will include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Issuer will, or will cause the Servicer to, indemnify the Trustee
and its respective officers, directors, employees and agents against any and all
loss, liability or expense (including attorneys' fees and expenses) incurred by
each of them in connection with the acceptance or the administration of this
Trust and the performance of its duties hereunder. The Trustee will notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Issuer and the Servicer will not relieve
the Issuer of its obligations hereunder or the Servicer of its obligations under
Section 8.2 and Article XI of the Sale and Servicing Agreement. The Issuer will,
or will cause the Servicer to, defend the claim, and if failure to provide
separate counsel will result in a conflict of interest, the Trustee may have
separate counsel and the Issuer will cause the Servicer to pay the fees and
expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any
reasonable expense or indemnify against any loss, liability or expense incurred
by the Trustee through the Trustee's own willful misconduct, negligence or bad
faith.

             (b) The Issuer's payment obligations to the Trustee pursuant to
this Section 6.7 will survive the discharge of this Indenture or the respective
earlier resignation or removal of the Trustee. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(iii) or (iv) 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. Notwithstanding anything
else set forth in this Indenture or the Basic Documents, the Trustee agrees that
the obligations of the Issuer (but not the Servicer) to the Trustee hereunder
and under the Basic Documents will be recourse to the Trust Estate only and
specifically will not be recourse to the assets of any Certificateholder or any
Noteholder. In addition, the Trustee agrees that its recourse to the Issuer, the
Trust Estate, the Seller and amounts held in the Reserve Account will be limited
to the right to receive the distributions referred to in Section 5.7(b) of the
Sale and Servicing Agreement and Section 5.6 hereof.

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<PAGE>

             SECTION 6.8 Replacement of Trustee. The Trustee may resign at any
time by so notifying the Issuer and the Insurer. The Issuer may, with the
consent of the Controlling Party, and will at the request of the Controlling
Party, remove the Trustee by written notice, if:

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

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

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

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

             (v)   the Trustee otherwise becomes incapable of acting.

             If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuer will promptly appoint a successor
Trustee acceptable to the Insurer (so long as no Insurer Default has occurred
and is continuing). If the Issuer fails to appoint such a successor Trustee, the
Insurer may appoint a successor Trustee.

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

             If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed (notwithstanding that such
resignation or removal is not effective), the

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<PAGE>

retiring Trustee, the Issuer or the Majority Noteholders may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

             If the Trustee fails to comply with Section 6.11, any Noteholder
with the Insurer's consent (unless an Insurer Default has occurred and is
continuing) may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

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

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

             SECTION 6.9 Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act will be the successor Trustee; provided that the surviving
corporation must satisfy the eligibility criteria set forth in Section 6.11. The
Trustee will provide the Rating Agencies prior written notice of any such
transaction.

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

             SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

             (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust may at the time be located, the Trustee with the
consent of the Insurer (so long as no Insurer Default has occurred and is
continuing) will 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, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder will be required to meet the terms of eligibility as a
successor trustee under Section

                                       45

<PAGE>

6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee will be required under Section 6.8 hereof.

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

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

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

             (iii) the 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 Trustee
will 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 will refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, will be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument will be filed with the Trustee.

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

             SECTION 6.11 Eligibility: Disqualification. The Trustee will at all
times satisfy the requirements of TIA (S) 310(a). The Trustee will 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 it will have a long term debt
rating of BBB-, or an equivalent rating, or better by the Rating

                                       46

<PAGE>

Agencies. The Trustee will provide copies of such reports to the Insurer upon
request. The Trustee will comply with TIA (S) 310(b), including the optional
provision permitted by the second sentence of TIA (S) 310(b)(9); provided,
however, that there will be excluded from the operation of TIA (S) 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 (S)
310(b)(1) are met.

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

             SECTION 6.13 Representations and Warranties of the Trustee. The
Trustee represents and warrants to the Issuer and to each Issuer Secured Party
as follows:

             (a) Due Organization. The Trustee is a New York banking corporation
and is duly authorized and licensed under applicable law to conduct its business
as presently conducted.

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

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

             (d) Valid and Binding Indenture. The Trustee has duly executed and
delivered this Indenture and each other Basic Document to which it is a party,
and each of this Indenture and each such other Basic Document constitutes the
legal, valid and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms, except as (i) such enforceability may be
limited by bankruptcy, insolvency, reorganization and similar laws relating to
or affecting the enforcement of creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.

             SECTION 6.14 Waiver of Setoffs. The Trustee hereby expressly waives
any and all rights of setoff that the Trustee may otherwise at any time have
under applicable law with respect to any Trust Account and agrees that amounts
in the Trust Accounts will at all times be held and applied solely in accordance
with the provisions hereof.

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<PAGE>

             SECTION 6.15 Control by the Controlling Party. The Trustee will
comply with notices and instructions given by the Issuer only if accompanied by
the written consent of the Controlling Party, except that if any Event of
Default has occurred and is continuing, the Trustee will act upon and comply
with notices and instructions given by the Controlling Party alone in the place
and stead of the Issuer.

                                  ARTICLE VII

                         Noteholders' Lists and Reports

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

             SECTION 7.2 Preservation of Information; Communications to
Noteholders.

             (a) The Trustee will preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as Note
Registrar. The 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 (S) 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Trustee of any request by three or more Noteholders
or by one or more Noteholders of Notes evidencing not less than 25% of the
Outstanding Amount of Notes to receive a copy of the current list of Noteholders
(whether or not made pursuant to TIA (S) 312(b)), the Trustee shall promptly
notify the Issuer thereof by providing to the Issuer a copy of such request and
a copy of the list of Noteholders produced in response thereto.

             (c) The Issuer, the Trustee and the Note Registrar will have the
protection of TIA (S) 312(c).

             SECTION 7.3 Reports by Issuer.

             (a) The Issuer will:

             (i) file with the Trustee, within 15 days after the Issuer is
       required to file the same with the Commission, copies of the annual
       reports and of the information,

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<PAGE>

       documents and other reports (or copies of such portions of any of the
       foregoing as the Commission may from time to time by rules and
       regulations prescribe) which the Issuer may be required to file with the
       Commission pursuant to Section 13 or 15(d) of the Exchange Act;

            (ii)  file with the 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 Trustee (and the Trustee will transmit by mail
       to all Noteholders described in TIA (S) 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 will end on December 31 of each year.

            SECTION 7.4 Reports by Trustee. (a) If required by TIA (S) 313(a),
within 60 days after each May 31, beginning with May 31, 2003, the Trustee will
mail to each Noteholder as required by TIA (S) 313(c) a brief report dated as of
such date that complies with TIA (S) 313(a). The Trustee also will comply with
TIA (S) 313(b). A copy of each report at the time of its mailing to Noteholders
will be filed by the Trustee with the Commission and each stock exchange, if
any, on which the Notes are listed. The Issuer will notify the Trustee in
writing if and when the Notes are listed on any stock exchange.

       (b)  Unless otherwise directed by the Seller in writing, the Trustee
shall prepare, sign and file with the Commission, on behalf of the Seller, no
later than ten days after each Payment Date, the Servicer's Certificate on the
appropriate form and in the appropriate medium authorized or prescribed therefor
under the Exchange Act of 1934. The Trustee shall promptly forward copies of all
filings made pursuant to this Section 7.4(b) to the Seller.

       (c)  Within the prescribed period of time for tax reporting purposed
after the end of each calendar year during the term of this Agreement, the
Trustee shall mail, to each Person who at any time during such calendar year
shall have been a holder of Notes and received any payments thereon, a statement
containing such information as may be required by the Code and applicable
Treasury Regulations to enable such security holder to prepare its federal
income tax returns.

            SECTION 7.5 SEC Filings. The Trustee shall prepare, file and deliver
on behalf of the Issuer Form 8-K's and Form 10-K's required to be filed under
the Exchange Act but shall not be required to execute any accompanying
certifications required under the Sarbanes-Oxley Act of 2002. In no event shall
the Trustee or any agent of the Trustee be obligated or responsible for
preparing, executing, filing or delivering in respect of the Trust

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Estate or on behalf of another person, either (A) any report or filing required
or permitted by the SEC to be prepared, executed, filed or delivered by or in
respect of the Trust Estate or another person (other than Form 8-K's and 10-K's
as described in the previous sentence), or (B) any certification in respect of
any such report or filing. In connection with the preparation and filing of such
periodic reports, the Issuer and the Servicer shall timely provide to the
Trustee all material information that is required to be included in such reports
and not known to them to be in the possession of the Trustee and such other
information as the Trustee reasonably may request from either of them and
otherwise reasonably shall cooperate with the Trustee. The Trustee shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from or relating to the Trustee's inability or failure to
obtain any information not resulting from its own negligence or willful
misconduct.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

             SECTION 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Trustee may demand payment or delivery of, and will receive
and collect, directly and without intervention or assistance of any fiscal agent
or other intermediary, all money and other property payable to or receivable by
the Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The
Trustee will apply all such money received by it as provided in this Indenture
and the Sale and Servicing Agreement. Except as otherwise expressly provided in
this Indenture or in the Sale and Servicing Agreement, 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 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 will 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 Release of Trust Estate.

             (a) Subject to the payment of its fees and expenses and other
amounts pursuant to Section 6.7, the Trustee may (with the Insurer's consent, so
long as the Insurer is the Controlling Party), and when required by the
provisions of this Indenture (including at the Controlling Party's direction)
will execute instruments to release property from the lien of this Indenture, in
a manner and under circumstances that are not inconsistent with the provisions
of this Indenture. No party relying upon an instrument executed by the Trustee
as provided in this Article VIII will be bound to ascertain the Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.

             (b) The Trustee will, at such time as there are no Notes
outstanding, all sums due the Trustee pursuant to Section 6.7 and all sums due
the Insurer under the Insurance Agreement have been paid, release any remaining
portion of the Trust Estate that secured the Notes from the lien of this
Indenture and release to the Issuer or any other Person entitled thereto any
funds then on deposit in the Trust Accounts. The Trustee will release property
from the lien of this Indenture pursuant to this Section 8.2(b) only upon
receipt of an Issuer Request

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<PAGE>

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

             Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, acknowledges that
from time to time the Trustee shall release the Lien of this Indenture on any
Receivable to be sold to Servicer (i) in accordance with Section 5.1 of the
Purchase Agreement, and (ii) in accordance with Section 4.7 of the Sale and
Servicing Agreement.

             SECTION 8.3 Opinion of Counsel. The Trustee will receive at least
seven days' notice when requested by the Issuer to take any action pursuant to
Section 8.2(a), accompanied by copies of any instruments involved, and the
Trustee may also require as a condition to such action, an Opinion of Counsel in
form and substance satisfactory to the Trustee, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied
with and such action will not materially and adversely impair the security for
the Notes or the rights of the Noteholders in contravention of the provisions of
this Indenture; provided, however, that such Opinion of Counsel will 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
Trustee in connection with any such action.

                                   ARTICLE IX

                             Supplemental Indentures

             SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of any Notes but with the consent of the
Insurer (which consent will not be unreasonably withheld) and with prior notice
to the Rating Agencies by the Issuer, the Issuer and the 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 will conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the 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 Trustee any property subject or required to be
       subjected to the lien of this Indenture, or to subject to the lien of
       this Indenture additional property;

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

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

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<PAGE>

          (iv)  to convey, transfer, assign, mortgage or pledge any property to
     or with the 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 to make any
     other provisions with respect to matters or questions arising under this
     Indenture or in any supplemental indenture; provided that if the Insurer is
     no longer the Controlling Party, it shall be a condition to such action
     that the Trustee has received an officer's certificate of the Servicer
     stating that, in the reasonable belief of the certifying officer, such
     action shall not materially and adversely affect the interests of the
     Holders of the Notes; and provided further that none of the actions
     described in clauses (i) through (vii) of the proviso to the first sentence
     of Section 9.2 may be taken without the consent of the Holder of each
     Outstanding Note affected thereby;

          (vi)  to evidence and provide for the acceptance of the appointment
     hereunder by a successor trustee with respect to the Notes and to add to or
     change any of the provisions of this Indenture as will 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 will be necessary to effect the qualification of this
     Indenture under the TIA or under any similar federal statute hereafter
     enacted and to add to this Indenture such other provisions as may be
     expressly required by the TIA.

          The 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.

          SECTION 9.2 Supplemental Indentures with Consent of Noteholders. If an
Insurer Default has occurred and is continuing, the Issuer and the Trustee, when
authorized by an Issuer Order, also may, with prior notice to the Rating
Agencies, with the consent of the Insurer and the Majority Noteholders, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture will, without the consent of the Insurer and the Holder
of each Outstanding Note affected thereby:

          (i)   change the Final Scheduled Payment Date for any Class of the
     Class A Notes or the due date for any installment of interest on any Class
     A Note, or reduce the principal amount thereof, the interest rate thereon
     or the Redemption Price with respect thereto, or change any place of
     payment where, or the coin or currency in which, any Note or the interest
     thereon is payable;

          (ii)  impair the right to institute suit for the enforcement of the
     provisions of this Indenture requiring the application of funds available
     therefor, as provided in Article

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<PAGE>

     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);

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

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

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

          (vi)  modify any provision of this Section except to increase any
     percentage specified herein or to provide that certain additional
     provisions of this Indenture or the Basic Documents cannot be modified or
     waived without the consent of the Holder of each Outstanding Note affected
     thereby; 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 or in any
     of the Basic Documents, terminate the lien of this Indenture on any
     property at any time subject hereto or deprive the Holder of any Note of
     the security provided by the lien of this Indenture.

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

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

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

     Notwithstanding the foregoing, unless any amendment would require the
consent of all affected Noteholders as described in this Section 9.2, this
Indenture may be amended by the Seller and the Servicer, with the consent of the
Insurer, but without the consent of any of the Noteholders or any other Person
to add, modify or eliminate such provisions as may be necessary

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or advisable in order to enable (a) the Seller, the Servicer or any of their
Affiliates to otherwise comply with or obtain more favorable treatment under any
law or regulation or any accounting rule or principle; it being a condition to
any such amendment that the Rating Agency Condition shall have been met ."Rating
Agency Condition" means, with respect to any event, either (a) written
confirmation by such Rating Agency that the occurrence of such event will not
cause it to downgrade its rating assigned to the Class A Notes or the shadow
rating assigned to the Class A Notes without the benefit of the Insurance Policy
or (b) that such Rating Agency shall have been given notice of such event at
least ten (10) days prior to such event (or, if ten (10) days advance notice is
impracticable, as much advance notice as is practicable) and such Rating Agency
shall not have issued any written notice that the occurrence of such event will
cause it to downgrade its rating assigned to the Class A Notes or the shadow
rating assigned to the Class A Notes without the benefit of the Insurance
Policy.

          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 amendments or modifications thereby of the
trusts created by this Indenture, the Trustee will be entitled to receive, and
will 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 Trustee may, but will not be obligated to, enter into any such
supplemental indenture that affects the 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
will 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 Trustee, the Issuer and the Holders of the Notes will thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture will 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 will conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture will then be qualified under the Trust
Indenture Act.

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

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                                    ARTICLE X

                               Redemption of Notes

          SECTION 10.1 Redemption.

          (a)   The Notes are subject to redemption in whole, but not in part,
at the direction of the Servicer pursuant to Section 10.1(a) of the Sale and
Servicing Agreement, on any Payment Date on which the Servicer exercises its
option to purchase the Owner Trust Estate, other than the Trust Accounts, on the
last day of any Collection Period as of which the Pool Balance will be less than
or equal to 10% of the Original Pool Balance, (with the consent of the Insurer
if such purchase would result in a claim on the Note Policy or would result in
any amount owing to the Insurer under the Insurance Agreement remaining unpaid)
pursuant to said Section 10.1(a), for a purchase price equal to the Redemption
Price; provided, however, that the Issuer has available funds sufficient to pay
the Redemption Price. The Servicer or the Issuer will furnish the Insurer and
the Rating Agencies notice of such redemption. If the Notes are to be redeemed
pursuant to this Section 10.1(a), the Servicer or the Issuer will furnish notice
of such election to the Trustee not later than 25 days prior to the Redemption
Date and the Issuer will deposit with the Trustee in the Collection Account the
Redemption Price of the Notes to be redeemed at least two Business Days prior to
the Redemption Date whereupon all such Notes will be due and payable on the
Redemption Date upon the furnishing of a notice complying with Section 10.2 to
each Holder of Notes.

          (b)   In the event that the assets of the Trust are distributed
pursuant to Section 8.1 of the Trust Agreement, all amounts on deposit in the
Note Distribution Account will be paid to the Noteholders up to the Outstanding
Amount of the Notes and all accrued and unpaid interest thereon. If amounts are
to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer or the
Issuer will, to the extent practicable, furnish notice of such event to the
Trustee not later than 45 days prior to the Redemption Date whereupon all such
amounts will be payable on the Redemption Date.

          SECTION 10.2 Form of Redemption Notice.

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

          All notices of redemption will state:

          (i)   the Redemption Date;

          (ii)  the Redemption Price;

          (iii) that the Record Date otherwise applicable to such Redemption
    Date is not applicable and that payments will be made only upon presentation
    and surrender of such

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<PAGE>

     Notes and the place where such Notes are to be surrendered for payment of
     the Redemption Price (which will be the office or agency of the Issuer to
     be maintained as provided in Section 3.2); and

          (iv)  that interest on the Notes will cease to accrue on the
     Redemption Date.

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

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

                                   ARTICLE XI

                                  Miscellaneous

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

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

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

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

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

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<PAGE>

     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.

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

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

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

          (iv)  Whenever the Issuer is required to furnish to the Trustee and
     the Insurer an Officer's Certificate certifying or stating the opinion of
     any signer thereof as to the matters described in clause (iii) above, the
     Issuer will also furnish to the Trustee and the Insurer an Independent
     Certificate as to the same matters if the fair value of the property or
     securities and of all other property other than Purchased Receivables and
     Defaulted 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 (iii) above and this clause
     (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

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<PAGE>

     Certificate is less than $25,000 or less than 1 percent of the then
     Outstanding Amount of the Notes.

          (v)  Notwithstanding Section 2.9 or any other provision of this
     Section 11.1(b), the Issuer may, without compliance with the requirements
     of the other provisions of this Section 11.1, (A) collect, liquidate, sell
     or otherwise dispose of Receivables as and to the extent permitted or
     required by the Basic Documents and (B) make cash payments out of the Trust
     Accounts as and to the extent permitted or required by the Basic Documents.

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

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

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

          Whenever in this Indenture, in connection with any application or
certificate or report to the Trustee, it is provided that the Issuer will
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 will 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 will not, however, be
construed to affect the 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.

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          SECTION 11.3 Acts of Noteholders.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action will become effective when such instrument or instruments are
delivered to the 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 will be sufficient for
any purpose of this Indenture and (subject to Section 6.1) conclusive in favor
of the 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 customary manner of the Trustee.

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

          (d)  Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes will 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
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 Trustee, Issuer and Rating Agencies.
All demands, notices and communications hereunder will be in writing and will be
deemed to have been duly given to the addressee if mailed, by first-class
registered mail, postage prepaid service, confirmed facsimile transmission, or a
nationally recognized express courier, as follows:

          If to the Trustee:    JPMorgan Chase Bank
                                4 New York Plaza, 6th Floor
                                New York, New York 10004
                                Attention: Institutional Trust Services Group
                                Facsimile: (212) 623-5932

          If to the Issuer:     New South Motor Vehicle Trust 2002-A
                                c/o Wilmington Trust Company, as Owner Trustee
                                Rodney Square North
                                1100 North Market Street
                                Wilmington, Delaware 19850
                                Attention: Jim Lawler
                                Facsimile: (302) 636-4148

          with a copy to:       New South Federal Savings Bank

                                       59

<PAGE>

                                            2000 Crestwood Boulevard
                                            Birmingham, Alabama 35210
                                            Attn: Mike Anderson
                                            Facsimile: (205) 951-4085

The Issuer will promptly transmit any notice received by it from the Noteholders
to the Trustee.

         If to the Insurer:                 Ambac Assurance Corporation
                                            One State Street Plaza
                                            New York, New York  10004
                                            Attention: Structured Finance
                                            Department - ABS
                                            Telecopy No.: 212-208-3547
                                            Confirmation: 212-668-0340
         with a copy to the attention of:

                                            Michael Babick, Vice President
                                            Telecopy No.: 212-363-1459
                                            Confirmation: 212-208-3407

In each case in which notice or other communication to the Insurer refers to an
Event of Default, a claim on the Note Policy or with respect to which failure on
the part of the Insurer to respond will be deemed to constitute consent or
acceptance, then a copy of such notice or other communication should also be
sent to the attention of the General Counsel "URGENT MATERIAL ENCLOSED."

         If to Moody's:                     Moody's Investors Service, Inc.
                                            99 Church Street
                                            New York, New York 10007

         If to Standard & Poor's:           Standard & Poor's
                                            A Division of The McGraw-Hill
                                            Companies, Inc.
                                            55 Water Street, 40/th/ Floor
                                            New York, New York 10041
                                            Attention of Asset Backed
                                            Surveillance Department

or, as to each of the foregoing, at such other address as will be designated by
written notice to the other parties. Any such demand, notice or communication
hereunder will be deemed to have been received on the date delivered to or
received at the premises of the addressee as evidenced by the date noted on the
return receipt.

         SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice will be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later

                                       60

<PAGE>

than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder will affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner here
in provided will conclusively be presumed to have been duly given.

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

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

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

                  SECTION 11.6  [Reserved]

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

                  The provisions of TIA (S)(S) 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 will not affect the construction hereof.

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

                                       61

<PAGE>

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

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

         In exercising any of its voting rights, rights to direct or consent or
any other rights as the Insurer under this Indenture or any other Basic
Document, subject to the terms and conditions of this Indenture, the Insurer
will not have any obligation or duty to any Person to consider or take into
account the interests of any Person and will not be liable to any Person for any
action taken by it or at its discretion or any failure by it to act or to direct
that any action be taken, without regard to whether such inaction or action
benefits or adversely affects any Noteholder, the Issuer or any other Person.

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

         SECTION 11.13  GOVERNING LAW. THIS INDENTURE WILL 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 WILL 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 will be deemed to be an
original, but all such counterparts will 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 Trustee or any other counsel reasonably acceptable
to the Trustee and the Insurer) to the effect that such recording is necessary
either for the protection of the Noteholders or any other person

                                       62

<PAGE>

secured hereunder or for the enforcement of any right or remedy granted to the
Trustee under this Indenture.

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

         SECTION 11.17  Limitation of Liability of Owner Trustee.

         Notwithstanding anything contained herein to the contrary, this
Agreement has been executed by Wilmington Trust Company not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event will Wilmington Trust Company in its individual capacity or, except as
expressly provided in the Trust Agreement, as Owner Trustee have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse will be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the performance of
its duties or obligations hereunder or in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee will be subject to, and
entitled to the benefits of, the terms and provisions of Articles V, VI and VII
of the Trust Agreement.

         SECTION 11.18  No Petition. The Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Seller, the Issuer or the
Depositor, or join in any institution against the Seller, the Issuer or the
Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or
State bankruptcy or similar law in connection with any obligations relating to
the Notes, this Indenture or any of the Basic Documents.

         SECTION 11.19  Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Trustee or of the Insurer,
during the Issuer's normal business hours, to examine all the books of account,
records, reports, and other papers of the

                                       63

<PAGE>

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. Each of the Trustee and the Insurer 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 Trustee may reasonably determine that such disclosure is consistent with
its obligations hereunder. Notwithstanding anything herein to the contrary, the
foregoing will not be construed to prohibit (i) disclosure of any and all
information that is or becomes publicly known, (ii) disclosure of any and all
information (A) if required to do so by any applicable statute, law, rule or
regulation, (B) to any government agency or regulatory body having or claiming
authority to regulate or oversee any respects of the Trustee's or Insurer's
business or that of their respective affiliates, (C) pursuant to any subpoena,
civil investigative demand or similar demand or request of any court, regulatory
authority, arbitrator or arbitration to which the Trustee or an affiliate or an
officer, director, employer or shareholder thereof is a party, (D) in any
preliminary or final offering circular, registration statement or contract or
other document pertaining to the transactions contemplated by the Indenture
approved in advance by the Servicer or the Issuer, (E) to any independent or
internal auditor, agent, employee or attorney of the Trustee having a need to
know the same, provided that the Trustee advises such recipient of the
confidential nature of the information being disclosed, (F) in the case of the
Insurer, to any reinsurer for the Notes, provided that the Insurer advises such
recipient of the confidential nature of the information being disclosed or (G)
in the case of the Insurer, to the rating agencies for the Insurer.

                            [SIGNATURE PAGE FOLLOWS]

                                       64

<PAGE>

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

                                 NEW SOUTH MOTOR VEHICLE TRUST 2002-A,

                                 By:  WILMINGTON TRUST COMPANY, not in its
                                      individual capacity but solely as Owner
                                      Trustee

                                 By: /s/ James P. Lawler
                                    ----------------------------------------
                                    Name: James P. Lawler
                                    Title: Vice President

                                 JPMORGAN CHASE BANK,
                                 not in its individual capacity but solely as
                                 Trustee

                                 By: /s/ Connie Cho
                                    ----------------------------------------
                                    Name: Connie Cho
                                    Title: Trust Officer

Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee of New South Motor Vehicle Trust 2002-A, joins this Indenture for
purposes of the Grant of the security interest in the Collateral to the Trustee
set forth in the Granting Clause.

                                 WILMINGTON TRUST COMPANY
                                 not in its individual capacity but solely
                                 as Owner Trustee

                                 By: /s/ James. P. Lawler
                                    ---------------------------------------
                                    Name: James P. Lawler
                                    Title: Vice President

                                       S-1

<PAGE>

                                                                     EXHIBIT A-1

REGISTERED
                                                                     $35,000,000
No. RB-A-1
                       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 IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                      NEW SOUTH MOTOR VEHICLE TRUST 2002-A

                        CLASS A-1 1.44% ASSET BACKED NOTE

              New South Motor Vehicle Trust 2002-A, a common law owner trust
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of THIRTY FIVE MILLION
DOLLARS payable in installments on each Payment Date in an amount equal to the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-1 Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note will be due and
payable on December 15, 2003 (the "Final Scheduled Payment Date"). The Issuer
will pay interest on this Note at the rate per annum shown above on each Payment
Date until the principal of this Note is paid or made available for payment.
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, if no interest has yet been paid, from November 26, 2002. Interest will be
computed on the basis of a 360-day year and the actual number of days in the
related Interest Period. Such principal of and interest on this Note will be
paid in the manner specified on the reverse hereof.

                                      A-1-1

<PAGE>

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

              The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Note Policy") issued by Ambac Assurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of Scheduled Payments with respect to each Payment Date will be paid on
or prior to the such Payment Date, all as more fully set forth in the Note
Policy, the Indenture and the related Sale and Servicing Agreement.

              Reference is made to the further provisions of this Note set forth
on the reverse hereof, which will 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 Trustee whose name appears below by manual signature, this Note will not
be entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

                                     A-1-2

<PAGE>

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

                                            NEW SOUTH MOTOR VEHICLE TRUST 2002-A

                                            By: WILMINGTON TRUST COMPANY, not in
                                                its individual capacity but
                                                solely as Owner Trustee under
                                                the Trust Agreement

                                            By:_________________________________
                                               Name:
                                               Title:

                 TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: November 26, 2002                     JPMORGAN CHASE BANK, not in its
                                            individual capacity but solely as
                                            Trustee

                                            By:_________________________________
                                               Authorized Signer

                                      A-1-3

<PAGE>

                                [REVERSE OF NOTE]

              This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 1.44% Asset Backed Notes (herein called the
"Class A-1 Notes"), all issued under an Indenture dated as of November 26, 2002
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture) to which the Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, will have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

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

              Principal of the Class A-1 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the 15th
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing December 16, 2002. The term "Payment Date,"
will be deemed to include the Final Scheduled Payment Date.

              As described above, the entire unpaid principal amount of this
Note will be due and payable on the earlier of the Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to the Indenture. As described above,
a portion of the unpaid principal balance of this Note will be due and payable
on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes will be due and payable (i) on the date on which
an Event of Default has occurred and is continuing and the Notes have become
immediately due and payable in the manner provided in the Indenture so long as
no Insurer Default has occurred and is continuing, at the direction of the
Insurer or (ii) if an Insurer Default has occurred and is continuing, on the
date on which an Event of Default has occurred and is continuing and the Trustee
or the Majority Noteholders have declared the Notes to be immediately due and
payable in the manner provided in the Indenture. All principal payments on the
Class A-1 Notes will be made pro rata to the Class A-1 Noteholders entitled
thereto.

              Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, will be made by check mailed to the Person whose name
appears as the Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks will be mailed to the Person entitled thereto at
the address of such Person as it appears on

                                      A-1-4

<PAGE>

the Note Register as of the applicable Record Date without requiring that this
Note be submitted for notation of payment. Any reduction in the principal amount
of this Note (or any one or more Predecessor Notes) effected by any payments
made on any Payment Date will be binding upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Payment Date by
notice mailed prior to such Payment Date and the amount then due and payable
will be payable only upon presentation and surrender of this Note at the
Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in New York, New York.

              The Issuer will pay interest on overdue installments of interest
at the Class A-1 Interest Rate to the extent lawful.

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

              Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees (i)
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller,

                                      A-1-5

<PAGE>

the Servicer, the Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary will 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, (ii) to treat the Notes as indebtedness for purposes of
federal income, state and local income and franchise and any other income taxes,
and (iii) that it will not at any time institute against the Issuer or the
Depositor, or join in any institution against the Issuer or the Depositor of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or State
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or any of the Basic Documents.

       Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Trustee and the Insurer and any agent of the Issuer, the Trustee
or the Insurer may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Trustee, the Insurer nor any such agent
will 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 Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Insurer and of the Majority
Noteholders. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) will 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 Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

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

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

                                      A-1-6

<PAGE>

       This Note and the Indenture will 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
will be determined in accordance with such laws.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture will 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 Indenture or the Basic Documents, neither Wilmington Trust
Company in its individual capacity, any owner of a beneficial interest in the
Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns will be personally liable for, nor
will 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
for the sole purposes of binding the assets of the Issuer. The Holder of this
Note by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder will have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein will 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.

                                     A-1-7

<PAGE>

                                   ASSIGNMENT

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

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

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

Dated______________________________/1/      _________________________________
                                            Signature Guaranteed:

___________________________________         _________________________________


_______________

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

                                      A-1-8

<PAGE>

                                                                     EXHIBIT A-2

REGISTERED
                                                                     $45,400,000
No. RB-A-2
                       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 IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                      NEW SOUTH MOTOR VEHICLE TRUST 2002-A

                        CLASS A-2 1.94% ASSET BACKED NOTE

       New South Motor Vehicle Trust 2002-A, a common law owner trust (herein
referred to as the "Issuer"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of FORTY FIVE MILLION FOUR
HUNDRED THOUSAND DOLLARS payable in installments on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A-2 Notes pursuant to the
Indenture; provided, however, that the entire unpaid principal amount of this
Note will be due and payable on December 15, 2005 (the "Final Scheduled Payment
Date"). The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment. Interest on this Note will accrue for each Payment Date
from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from November
26, 2002. Interest will be computed on the basis of a 360 day year consisting of
twelve 30-day months. Such principal of and interest on this Note will be paid
in the manner specified on the reverse hereof.

                                      A-2-1

<PAGE>

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

       The Notes are entitled to the benefits of a financial guaranty insurance
policy (the "Note Policy") issued by Ambac Assurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of the Scheduled Payments with respect to each Payment Date will be
paid on or prior to the such Payment Date, all as more fully set forth in the
Note Policy, the Indenture and the related Sale and Servicing Agreement.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof, which will 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
Trustee whose name appears below by manual signature, this Note will not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      A-2-2

<PAGE>

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

                                         NEW SOUTH MOTOR VEHICLE TRUST 2002-A


                                         By: WILMINGTON TRUST COMPANY, not in
                                             its individual capacity but solely
                                             as Owner Trustee under the Trust
                                             Agreement

                                         By:____________________________________
                                            Name:
                                            Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Date: November 26, 2002                  JPMORGAN CHASE BANK, not in its
                                         individual capacity but solely as
                                         Trustee



                                         By:____________________________________
                                            Authorized Signer

                                      A-2-3

<PAGE>

                                [REVERSE OF NOTE]

       This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 1.94% Asset Backed Notes (herein called the "Class
A-2 Notes"), all issued under an Indenture dated as of November 26, 2002 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture) to which the Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, will have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

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

       Principal of the Class A-2 Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing December 16, 2002. The term "Payment Date," will be
deemed to include the Final Scheduled Payment Date.

       As described above, the entire unpaid principal amount of this Note will
be due and payable on the earlier of the Final Scheduled Payment Date and the
Redemption Date, if any, pursuant to the Indenture. As described above, a
portion of the unpaid principal balance of this Note will be due and payable on
the Redemption Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes will be due and payable (i) on the date on which an Event of
Default has occurred and is continuing and the Notes have become immediately due
and payable in the manner provided in the Indenture so long as no Insurer
Default has occurred and is continuing or (ii) if an Insurer Default has
occurred and is continuing, on the date on which an Event of Default has
occurred and is continuing and the Trustee or the holders have declared the
Notes to be immediately due and payable in the manner provided in the Indenture.
All principal payments on the Class A-2 Notes will be made pro rata to the Class
A-2 Noteholders entitled thereto.

       Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, will be made by check mailed to the Person whose name
appears as the Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by

                                      A-3-4

<PAGE>

wire transfer in immediately available funds to the account designated by such
nominee. Such checks will be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date will be
binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Trustee, in the name of and on behalf of
the Issuer, will notify the Person who was the Holder hereof as of the Record
Date preceding such Payment Date by notice mailed prior to such Payment Date and
the amount then due and payable will be payable only upon presentation and
surrender of this Note at the Trustee's principal Corporate Trust Office or at
the office of the Trustee's agent appointed for such purposes located in New
York, New York.

       The Issuer will pay interest on overdue installments of interest at the
Class A-2 Interest Rate to the extent lawful.

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

       Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, (b) any owner of a beneficial interest in the Issuer or (c)
any partner, owner, beneficiary, agent, officer, director or employee of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Seller, the
Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual
capacity, except as any such

                                      A-2-5

<PAGE>

       Person may have expressly agreed (it being understood that the Trustee
and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary will 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, (ii) to treat the Notes as indebtedness for purposes of federal
income, state and local income and franchise and any other income taxes, and
(iii) that it will not at any time institute against the Issuer or the
Depositor, or join in any institution against the Issuer or the Depositor of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or State
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or any of the Basic Documents.

       Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Trustee and the Insurer and any agent of the Issuer, the Trustee
or the Insurer may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Trustee, the Insurer nor any such agent
will 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 Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Insurer and of the Majority
Noteholders. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) will 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 Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

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

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

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

       This Note and the Indenture will 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

                                      A-2-6

<PAGE>

and remedies of the parties hereunder and thereunder will be determined in
accordance with such laws.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture will 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 Indenture or the Basic Documents, neither Wilmington Trust
Company in its individual capacity, any owner of a beneficial interest in the
Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns will be personally liable for, nor
will 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
for the sole purposes of binding the assets of the Issuer. The Holder of this
Note by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder will have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein will 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.

                                      A-2-7

<PAGE>

                                   ASSIGNMENT

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

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

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

Dated________________________________/1/  ______________________________________
                                          Signature Guaranteed:

_____________________________________     ______________________________________





_____________________________________

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

                                      A-2-8

<PAGE>

                                                                     EXHIBIT A-3


REGISTERED                                                           $56,951,213

No. RB-A-3
                       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 IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                      NEW SOUTH MOTOR VEHICLE TRUST 2002-A

                        CLASS A-3 3.03% ASSET BACKED NOTE

          New South Motor Vehicle Trust 2002-A, a common law owner trust (herein
referred to as the "Issuer"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of FIFTY SIX MILLION NINE
HUNDRED FIFTY ONE THOUSAND TWO HUNDRED THIRTEEN DOLLARS payable in installments
on each Payment Date in an amount equal the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class A-3
Notes pursuant to the Indenture; provided, however, that the entire unpaid
principal amount of this Note will be due and payable on November 15, 2010, (the
"Final Scheduled Payment Date"). The Issuer will pay interest on this Note at
the rate per annum shown above on each Payment Date until the principal of this
Note is paid or made available for payment. Interest on this Note will accrue
for each Payment Date from the most recent Payment Date on which interest has
been paid to but excluding such Payment Date or, if no interest has yet been
paid, from November 26, 2002. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months. Such principal of and interest
on this Note will be paid in the manner specified on the reverse hereof.

                                      A-3-1

<PAGE>

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

          The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Note Policy") issued by Ambac Assurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of Scheduled Payments with respect to each Payment Date will be paid on
or prior to the such Payment Date, all as more fully set forth in the Note
Policy, the Indenture and the related Sale and Servicing Agreement.

          Reference is made to the further provisions of this Note set forth on
the reverse hereof, which will 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 Trustee whose name appears below by manual signature, this Note will not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

                                      A-3-2

<PAGE>

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

                                    NEW SOUTH MOTOR VEHICLE TRUST 2002-A


                                    By: WILMINGTON TRUST COMPANY, not in its
                                        individual capacity but solely as
                                        Owner Trustee under the Trust Agreement

                                    By: ________________________________________
                                        Name:
                                        Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Date: November 26, 2002             JPMORGAN CHASE BANK, not in its individual
                                    capacity but solely as Trustee



                                    By: ________________________________________
                                        Authorized Signer

                                      A-3-3

<PAGE>

                                [REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 3.03% Asset Backed Notes (herein called the "Class
A-3 Notes"), all issued under an Indenture dated as of November 26, 2002 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture) to which the Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, will have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.

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

          Principal of the Class A-3 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing December 16, 2002. The term "Payment Date," will be
deemed to include the Final Scheduled Payment Date.

          As described above, the entire unpaid principal amount of this Note
will be due and payable on the earlier of the Final Scheduled Payment Date and
the Redemption Date, if any, pursuant to the Indenture. As described above, a
portion of the unpaid principal balance of this Note will be due and payable on
the Redemption Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes will be due and payable (i) on the date on which an Event of
Default has occurred and is continuing and the Notes have become immediately due
and payable in the manner provided in the Indenture so long as no Insurer
Default has occurred and is continuing or (ii) if an Insurer Default has
occurred and is continuing, on the date on which an Event of Default has
occurred and is continuing and the Trustee or the Majority Noteholders have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture. All principal payments on the Class A-3 Notes will be made pro
rata to the Class A-3 Noteholders entitled thereto.

          Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, will be made by check mailed to the Person whose name
appears as the Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by

                                      A-3-4

<PAGE>

wire transfer in immediately available funds to the account designated by such
nominee. Such checks will be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date will be
binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. For purposes of determining the outstanding principal
amount of this Note, the records of the Trustee will be determinative. If funds
are expected to be available, as provided in the Indenture, for payment in full
of the then remaining unpaid principal amount of this Note on a Payment Date,
then the Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Holder hereof as of the Record Date preceding such Payment
Date by notice mailed prior to such Payment Date and the amount then due and
payable will be payable only upon presentation and surrender of this Note at the
Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in New York, New York.

          The Issuer will pay interest on overdue installments of interest at
the Class A-3 Interest Rate to the extent lawful.

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

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller,

                                      A-3-5

<PAGE>

the Servicer, the Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary will 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, (ii) to treat the Notes as indebtedness for purposes of
federal income, state and local income and franchise and any other income taxes,
and (iii) that it will not at any time institute against the Issuer or the
Depositor, or join in any institution against the Issuer or the Depositor of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or State
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or any of the Basic Documents.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Trustee and the Insurer and any agent of the Issuer, the
Trustee or the Insurer may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Issuer, the Trustee, the Insurer nor any
such agent will 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 Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Insurer and of the Majority
Noteholders. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) will 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 Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

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

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

                                      A-3-6

<PAGE>

          This Note and the Indenture will 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 will be determined in accordance with such laws.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture will 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 Indenture or the Basic Documents, neither Wilmington Trust
Company in its individual capacity, any owner of a beneficial interest in the
Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns will be personally liable for, nor
will 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
for the sole purposes of binding the assets of the Issuer. The Holder of this
Note by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder will have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein will 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.

                                      A-3-7

<PAGE>

                                   ASSIGNMENT

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

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

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

Dated_______________________________/1/   ______________________________________

                                          Signature Guaranteed:

____________________________________      ______________________________________


____________________________________

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

                                     A-3-8