Exhibit 4.1



                                                                EXECUTION COPY



                                   INDENTURE




                                    between


               WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,
                     acting not in its individual capacity
                        but solely as Owner Trustee of
                    REGIONS AUTO RECEIVABLES TRUST 2002-1,
                                   as Issuer





                                      and





                             THE BANK OF NEW YORK,
                             as Indenture Trustee




                         Dated as of November 15, 2002



<PAGE>


                               Table of Contents

                                                                            Page
                                                                            ----



                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.....................................................3
Section 1.02.  Rules of Construction..........................................10
Section 1.03.  Incorporation by Reference of Trust Indenture Act..............10

                                  ARTICLE II

                                   THE NOTES

Section 2.01.  Form...........................................................12
Section 2.02.  Execution, Authentication and Delivery.........................12
Section 2.03.  Temporary Notes................................................13
Section 2.04.  Registration; Registration of Transfer and Exchange............13
Section 2.05.  [Reserved].....................................................14
Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes.....................14
Section 2.07.  Persons Deemed Owners..........................................15
Section 2.08.  Payment of Principal and Interest; Defaulted Interest..........15
Section 2.09.  Cancellation...................................................16
Section 2.10.  Book-Entry Notes...............................................16
Section 2.11.  Notices to Clearing Agency.....................................17
Section 2.12.  Definitive Notes...............................................17
Section 2.13.  Tax Treatment..................................................18
Section 2.14.  ERISA..........................................................18

                                  ARTICLE III

                                   COVENANTS

Section 3.01.  Payment of Principal and Interest..............................19
Section 3.02.  Maintenance of Office or Agency................................19
Section 3.03.  Money for Payments To Be Held in Trust.........................19
Section 3.04.  Existence......................................................21
Section 3.05.  Protection of Trust Estate.....................................21
Section 3.06.  Opinions as to Trust Estate....................................21
Section 3.07.  Performance of Obligations; Servicing of Receivables...........22
Section 3.08.  Negative Covenants.............................................23
Section 3.09.  Annual Statement as to Compliance..............................24
Section 3.10.  Issuer May Consolidate, etc., Only on Certain Terms............24
Section 3.11.  Successor or Transferee........................................26


                                      i

<PAGE>

Section 3.12.  No Other Business..............................................26
Section 3.13.  No Borrowing...................................................26
Section 3.14.  Master Servicer's Obligations..................................26
Section 3.15.  Guarantees, Loans, Advances and Other Liabilities..............26
Section 3.16.  Capital Expenditures...........................................27
Section 3.17.  Removal of Administrator.......................................27
Section 3.18.  Restricted Payments............................................27
Section 3.19.  Notice of Events of Default....................................27
Section 3.20.  Further Instruments and Acts...................................27
Section 3.21.  Perfection Representation......................................27

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

Section 4.01.  Satisfaction and Discharge of Indenture........................28
Section 4.02.  Application of Trust Money.....................................29
Section 4.03.  Repayment of Moneys Held by Paying Agent.......................29
Section 4.04.  Release of Collateral..........................................29

                                   ARTICLE V

                                   REMEDIES

Section 5.01.  Events of Default..............................................30
Section 5.02.  Acceleration of Maturity; Rescission and Annulment.............31
Section 5.03.  Collection of Indebtedness and Suits for Enforcement
               by Indenture Trustee; Authority of the Controlling Party.......32
Section 5.04.  Remedies; Priorities...........................................34
Section 5.05.  Optional Preservation of the Receivables.......................36
Section 5.06.  Limitation of Suits............................................36
Section 5.07.  Unconditional Rights of Noteholders To Receive Principal
               and Interest...................................................37
Section 5.08.  Restoration of Rights and Remedies.............................37
Section 5.09.  Rights and Remedies Cumulative.................................37
Section 5.10.  Delay or Omission Not a Waiver.................................37
Section 5.11.  Control by Controlling Class...................................38
Section 5.12.  Waiver of Past Defaults........................................38
Section 5.13.  Undertaking for Costs..........................................38
Section 5.14.  Waiver of Stay or Extension Laws...............................39
Section 5.15.  Action on Notes................................................39
Section 5.16.  Performance and Enforcement of Certain Obligations.............39

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

Section 6.01.  Duties of Indenture Trustee....................................41


                                      ii

<PAGE>

Section 6.02.  Rights of Indenture Trustee....................................42
Section 6.03.  Individual Rights of Indenture Trustee.........................43
Section 6.04.  Indenture Trustee's Disclaimer.................................43
Section 6.05.  Notice of Defaults.............................................44
Section 6.06.  Reports by Indenture Trustee to Holders........................44
Section 6.07.  Compensation and Indemnity.....................................44
Section 6.08.  Replacement of Indenture Trustee...............................45
Section 6.09.  Successor Indenture Trustee by Merger..........................46
Section 6.10.  Appointment of Co-Indenture Trustee or Separate
               Indenture Trustee..............................................46
Section 6.11.  Eligibility; Disqualification..................................47
Section 6.12.  [Reserved].....................................................48
Section 6.13.  Preferential Collection of Claims Against Issuer...............48
Section 6.14.  Waiver of Setoffs..............................................48

                                  ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.  Issuer To Furnish Indenture Trustee Names and Addresses of
               Noteholders....................................................49
Section 7.02.  Preservation of Information; Communications to Noteholders.....49
Section 7.03.  Reports by Issuer..............................................49
Section 7.04.  Reports by Indenture Trustee...................................50

                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.  Collection of Money............................................51
Section 8.02.  Trust Accounts.................................................51
Section 8.03.  General Provisions Regarding Accounts..........................53
Section 8.04.  Release of Trust Estate........................................53
Section 8.05.  Opinion of Counsel.............................................53

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

Section 9.01.  Supplemental Indentures Without Consent of Noteholders.........54
Section 9.02.  Supplemental Indentures with Consent of Noteholders............55
Section 9.03.  Execution of Supplemental Indentures...........................56
Section 9.04.  Effect of Supplemental Indenture...............................57
Section 9.05.  Reference in Notes to Supplemental Indentures..................57
Section 9.06.  Conformity with Trust Indenture Act............................57

                                   ARTICLE X

                              REDEMPTION OF NOTES


                                     iii


<PAGE>

Section 10.01.  Redemption....................................................58
Section 10.02.  Form of Redemption Notice.....................................58
Section 10.03.  Notes Payable on Redemption Date..............................58

                                  ARTICLE XI

                                 MISCELLANEOUS

Section 11.01.  Compliance Certificates and Opinions, etc.....................60
Section 11.02.  Form of Documents Delivered to Indenture Trustee..............61
Section 11.03.  Acts of Noteholders...........................................62
Section 11.04.  Notices, etc., to Indenture Trustee, Issuer and Rating
                Agencies......................................................62
Section 11.05.  Notices to Noteholders; Waiver................................63
Section 11.06.  Alternate Payment and Notice Provisions.......................64
Section 11.07.  Effect of Headings and Table of Contents......................64
Section 11.08.  Successors and Assigns........................................64
Section 11.09.  Separability..................................................64
Section 11.10.  Benefits of Indenture.........................................64
Section 11.11.  Legal Holidays................................................64
Section 11.12.  GOVERNING LAW.................................................64
Section 11.13.  Counterparts..................................................64
Section 11.14.  Recording of Indenture........................................65
Section 11.15.  Trust Obligation..............................................65
Section 11.16.  No Petition...................................................65
Section 11.17.  Inspection....................................................65
Section 11.18.  Conflict with Trust Indenture Act.............................65
Section 11.19.  Limitation of Liability.......................................66


SCHEDULE A     Schedule of Receivables
SCHEDULE B     Perfection Representation
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
EXHIBIT A-4    Form of Class A-4 Note
EXHIBIT B      Form of Class B Note
EXHIBIT C      Form of Class C Note


                                      iv

<PAGE>


      THIS INDENTURE, dated as of November 15, 2002, is between WACHOVIA
BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES TRUST 2002-1, a
Delaware common law trust (the "Issuer"), and THE BANK OF NEW YORK, a New York
banking corporation, as indenture trustee and not in its individual capacity
(the "Indenture Trustee").

        Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's 1.435% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes"), 1.94% Asset Backed Notes,
Class A-2 (the "Class A-2 Notes"), 2.63% Asset Backed Notes, Class A-3 (the
"Class A-3 Notes"), 3.26% Asset Backed Notes, Class A-4 (the "Class A-4 Notes"
and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes,
the "Class A Notes"), 3.24% Asset Backed Notes, Class B (the "Class B Notes")
and 4.81% Asset Backed Notes, Class C (the "Class C Notes" and together with
the Class A Notes and the Class B Notes, the "Notes"):

                                GRANTING CLAUSE

        The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to (a) the Receivables listed on
Schedule A and all moneys received thereon on and after the Cutoff Date; (b)
the security interests in the Financed Vehicles and any accessions thereto
granted by Obligors pursuant to the Receivables and any other interest of the
Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any other
proceeds with respect to the Receivables from claims on any physical damage,
credit life or disability insurance policies covering the Financed Vehicles or
the related Obligors, including any vendor's single interest or other
collateral protection insurance policy; (d) any property that shall have
secured a Receivable and that shall have been acquired by or on behalf of the
Seller, the Master Servicer, the Depositor or the Issuer; (e) the proceeds
from any Master Servicer's errors and omissions protection policy, any
fidelity bond and any blanket physical damage policy, to the extent such
proceeds relate to any Financed Vehicle; (f) all documents and other items
contained in the Receivable Files; (g) the Issuer's rights and benefits under
the Receivables Purchase Agreement, including the representations and
warranties and the cure and repurchase obligations of the Seller under the
Receivables Purchase Agreement; (h) all funds on deposit from time to time in
the Trust Accounts and all investments therein and proceeds thereof (including
all Investment Earnings thereon); (i) the Issuer's rights and benefits, but
none of its obligations, under the Sale and Servicing Agreement (including the
Issuer's right to cause the Seller, or the Master Servicer, as the case may
be, to repurchase Receivables from the Issuer under the circumstances
described therein); (j) all accounts, money, chattel paper, securities,
instruments, documents, deposit accounts, certificates of deposit, letters of
credit, advices of credit, banker's acceptances, uncertificated securities,
general intangibles, contract rights, goods and other property consisting of,
arising from or relating to any and all of the foregoing; (k) the proceeds of
any and all of the foregoing; and (l) all present and future claims, demands,
causes of action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit

<PAGE>

accounts, insurance proceeds, condemnation awards, rights to payment of any
and every kind and other forms of obligations and receivables, instruments and
other property that at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the "Collateral").

        The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in
this Indenture. This Indenture is a security agreement within the meaning of
the UCC.

        The Indenture Trustee, on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture.


                                      2
<PAGE>


                                  ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.

     (a) Definitions. Except as otherwise specified herein or as the context
may otherwise require, the following terms have the respective meanings set
forth below for all purposes of this Indenture.

     "Accountant's Letter" means a letter from a firm of certified public
accountants, who may be certified public accountants to the Seller, which
letter shall be addressed to the Indenture Trustee.

     "Act" has the meaning specified in Section 11.03(a).

     "Administration Agreement" means the Owner Trust Administration
Agreement, dated as of November 15, 2002, among the Administrator, the Issuer
and the Indenture Trustee, as the same may be amended, supplemented or
otherwise modified from time to time.

     "Administrator" means Regions Bank, or any successor Administrator under
the Administration Agreement.

     "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 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.

     "Authorized Officer" means, with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized
Officers delivered by the Owner Trustee to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any
Vice President or more senior officer of the Administrator who is authorized
to act for the Administrator in matters relating to the Issuer and to be acted
upon by the Administrator pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers delivered by the Administrator
to the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).

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

     "Class A Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note, or a Class A-4 Note, as the context may require.


                                      3
<PAGE>

     "Class A-1 Notes" means the 1.435% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1.

     "Class A-1 Rate" means 1.435% per annum, computed on the basis of the
actual number of days in the related Interest Period and a 360-day year.

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

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

     "Class A-3 Notes" means the 2.63% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3.

     "Class A-3 Rate" means 2.63% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

     "Class A-4 Notes" means the 3.26% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4.

     "Class A-4 Rate" means 3.26% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

     "Class B Notes" means the 3.24% Asset Backed Notes, Class B,
substantially in the form of Exhibit B.

     "Class B Rate" means 3.24% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class C Notes" means the 4.81% Asset Backed Notes, Class C,
substantially in the form of Exhibit C.

     "Class C Rate" means 4.81% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "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 December 3, 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.


                                      4
<PAGE>

     "Controlling Class" means (i) if the Class A Notes have not been paid in
full, the Class A Notes, voting together as a single class, (ii) if the Class
A Notes have been paid in full and any Class B Notes are Outstanding, the
Class B Notes, and (iii) if the Class B Notes have been paid in full and any
Class C Notes are Outstanding, the Class C Notes.

     "Controlling Party" means the Indenture Trustee acting at the direction
of at least a majority in Outstanding Amount of the Noteholders of the
Controlling Class or, if the Notes have been paid in full, the Owner Trustee
acting at the direction Holders of Certificates evidencing not less than a
majority of the percentage interest in the Certificates.

     "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business is
administered, which office at the date of execution of this Agreement is
located at 101 Barclay Street -- 8 West, New York, New York, 10286 (facsimile
number (212) 815-2493); Attention: Asset Backed Securities Unit, or at such
other address as the Indenture Trustee may designate from time to time by
notice to the Noteholders and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee at the address designated by such
successor Indenture Trustee by notice to the Noteholders and the Issuer.

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

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

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Event of Default" has the meaning specified in Section 5.01.

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

     "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and a 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 shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.


                                      5
<PAGE>

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

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

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

     "Independent Certificate" means a certificate or opinion to be delivered
to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, made by an
Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

     "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3 Rate, the Class A-4 Rate, the Class B Rate or the Class C Rate, as the
context may require.

     "Issuer" means Wachovia Bank of Delaware, National Association, acting
not in its individual capacity but solely as Owner Trustee of Regions Auto
Receivables Trust 2002-1 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" or "Issuer Request" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

     "Master Servicer" means Regions Bank, in its capacity as Master Servicer
under the Sale and Servicing Agreement, and any Successor Master Servicer
thereunder.

     "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a
Class A-4 Note, a Class B Note or a Class C Note, as the context may require.

     "Note Depository Agreement" means the agreement dated December 3, 2002,
among the Issuer, the Administrator, the Indenture Trustee and The Depository
Trust Company, as the initial Clearing Agency, relating to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class B Notes and the Class C Notes.

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


                                      6
<PAGE>

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

     "Note Rate" means the Class A-1 Rate, the Class A-2 Rate, the Class A-3
Rate, the Class A-4 Rate, the Class B Rate or the Class C Rate, as applicable.

     "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.04.

     "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 11.01, and delivered to
the Indenture Trustee. Unless otherwise specified, any reference in this
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of the Issuer.

     "Opinion of Counsel" means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be an employee
of or counsel to the Issuer and who shall be satisfactory to the Indenture
Trustee, and which opinion or opinions shall be addressed to the Indenture
Trustee, shall comply with any applicable requirements of Section 11.01 and
shall be in form and substance satisfactory to the Indenture Trustee.

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

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

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

          (iii) Notes in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to this Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are
held by a bona fide purchaser; provided, however, that in determining whether
the Holders of the requisite Outstanding Amount of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic Document, Notes owned by the Issuer, any other obligor on
the Notes, the Seller, any Subservicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Responsible Officer of the Indenture
Trustee knows to be so owned shall be so disregarded. Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right
so to act with respect to such Notes and that the pledgee is not the Issuer,
any other obligor on the Notes, the Seller, any Subservicer or any Affiliate
of any of the foregoing Persons.


                                      7
<PAGE>

     "Outstanding Amount" means, as of any date of determination and as to any
Notes, the aggregate principal amount of such Notes Outstanding as of such
date of determination and, as of any date of determination and as to the
Certificates, the aggregate of the percentage interests of the Certificates
outstanding as of such date of determination.

     "Owner Trustee" means Wachovia Bank of Delaware, National Association,
not in its individual capacity but solely as Owner Trustee under the Trust
Agreement, or any successor Owner Trustee under the Trust Agreement.

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

     "Payment Date" means, with respect to each Collection Period, the
fifteenth day of the following month or, if such day is not a Business Day,
the immediately following Business Day, commencing on January 15, 2003.

     "Permitted Activities" means the activities allowed under Section 35 of
SFAS 140.

     "Person" means any individual, corporation, estate, partnership, limited
liability company, joint venture, association, joint stock company, trust or
statutory trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

     "Plan" means an employee benefit plan, as defined in section 3(3) of
ERISA, that is subject to Title I of ERISA or a plan, as defined in section
4975(e)(1) of the Code.

     "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 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

     "PTCE" has the meaning specified in Section 2.14.

     "Qualifying SPE" has the meaning set forth in SFAS 140.

     "Record Date" means (a) with respect to the Notes, as to any Payment
Date, the day immediately preceding such Payment Date unless the Notes are no
longer Book-Entry Notes, in which case the Record Date will be the last day of
the month preceding such Payment Date, and (b) with respect to the
Certificates, the last day of the month preceding such Payment Date.


                                      8
<PAGE>

     "Redemption Date" means, as the context requires, in the case of a
redemption of the Notes pursuant to Section 10.01, the Payment Date specified
by the Master Servicer or the Issuer pursuant to Section 10.01.

     "Redemption Price" means in the case of a redemption of the Notes
pursuant to Section 10.01, an amount equal to the unpaid principal amount of
the Notes redeemed plus accrued and unpaid interest thereon at the applicable
Note Rate plus interest on any overdue interest at the applicable Note Rate
(to the extent lawful) for each Note being so redeemed to but excluding the
Redemption Date.

     "Regions Bank" means Regions Bank, an Alabama state banking corporation,
and its successors.

     "Registered Holder" means the Person in whose name a Note is registered
on the Note Register on the applicable Record Date.

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

     "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of November 15, 2002, among the Issuer, the Depositor, Regions Bank,
as Seller, Master Servicer, Custodian and Administrator, and the Indenture
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.

     "Schedule of Receivables" means the lists of Receivables set forth in
Schedule A (which Schedule may be in the form of microfiche or electronic
format).

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

     "Seller" means Regions Bank, in its capacity as seller under the
Receivables Purchase Agreement and the Sale and Servicing Agreement, and its
successors in interest.

     "SFAS 140" means Statement of Accounting Standards No. 140 of the
Financial Accounting Standards Board, as it may be amended from time to time.

     "Similar Law" means any foreign, federal, state or local law with
provisions substantially similar to Title I of ERISA or Section 4975 of the
Code.

     "Stamp" has the meaning specified in Section 2.04.

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


                                      9
<PAGE>

     "Successor Master Servicer" has the meaning specified in Section 3.07(f).

     "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, without
limitation, all property and interests Granted to the Indenture Trustee),
including all proceeds thereof.

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

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

     (b) Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used herein but not otherwise defined shall have
the meanings ascribed thereto in the Sale and Servicing Agreement.

     Section 1.02. Rules of Construction. Unless the context otherwise
requires:

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

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

          (iii) "or" is not exclusive;

          (iv) "including" means including without limitation;

          (v) definitions are applicable to the singular and plural forms of
     such terms and to the masculine, feminine and neuter genders of such
     terms; and

          (vi) any agreement, instrument or statute defined or referred to
     herein or in any instrument or certificate delivered in connection
     herewith means such agreement, instrument or statute as from time to time
     amended, modified or supplemented and includes (in the case of agreements
     or instruments) references to all attachments thereto and instruments
     incorporated therein; references to a Person are also to its permitted
     successors and assigns.

     Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.



                                      10
<PAGE>

     "indenture to be qualified" means this Indenture.

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

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

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


                                      11
<PAGE>

                                  ARTICLE II

                                   THE NOTES

     Section 2.01. Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, in
each case together with the Indenture Trustee's certificate of authentication,
shall be in substantially the form set forth in Exhibit A-1, Exhibit A-2,
Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, 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 the
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 such Note.

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

     Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit
B and Exhibit C are part of the terms of this Indenture.

     Section 2.02. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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

     The Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$225,000,000, Class A-2 Notes for original issue in an aggregate principal
amount of $185,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $235,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $113,000,000, Class B Notes for original issue
in an aggregate principal amount of $22,000,000 and Class C Notes for original
issue in an aggregate principal amount of $20,000,000. The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class B Notes and Class C Notes outstanding at any time may not exceed such
respective amounts except as provided in Section 2.06.

     The Notes shall be issuable as registered Notes in minimum denominations
of $1,000 and in integral multiples of $1,000 in excess thereof.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by
the Indenture Trustee by the manual signature of one of its


                                      12
<PAGE>

authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.

     Section 2.03. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, temporary Notes that 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 shall cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute, and the Indenture Trustee shall authenticate and deliver in
exchange therefor, a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

     Section 2.04. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Note Registrar
shall provide for the registration of Notes and the registration of transfers
of Notes. The Indenture Trustee initially shall be the "Note Registrar" for
the purpose of registering Notes and transfers of Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly appoint
a successor or, if it elects not to make such an appointment, assume the
duties of Note Registrar.

     If a Person other than the Indenture Trustee is appointed by the Issuer
as Note Registrar, the Issuer will give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any
change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to
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.

     Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.02, if the
requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.

     At the option of the Holder, Notes may be exchanged for other Notes of
the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange,


                                      13
<PAGE>


if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall
execute, and the Indenture Trustee, without having to verify that the
requirements of 8-401(1) have been met, shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, the Notes that the Noteholder making
the exchange is entitled to receive.

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

     Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's 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.

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer 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 2.03 or 9.05 not involving any transfer.

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

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the transfer of
Notes.

     Section 2.05. [Reserved].

     Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
bona fide purchaser, and provided that the requirements of Section 8-405 of
the UCC are met, the Issuer shall execute, and upon an Issuer Order the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note of
the same Class; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within 15 days shall be
due and payable, or shall have been called for redemption, instead of issuing
a replacement Note, the Issuer may pay such destroyed, lost or stolen Note
when so due or payable or upon the Redemption Date without surrender thereof.
If,


                                      14
<PAGE>

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

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

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

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

     Section 2.07. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in whose
name any Note is registered (as of the day of determination) as the owner of
such Note for the purpose of receiving payments of principal of and interest,
if any, on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Issuer, the Indenture Trustee or any
agent of the Issuer or the Indenture Trustee shall be affected by notice to
the contrary.

     Section 2.08. Payment of Principal and Interest; Defaulted Interest.

     (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest
at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4
Rate, the Class B Rate and the Class C Rate, respectively, as set forth in
Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C,
respectively, and such interest shall be payable on each Payment Date as
specified therein, subject to Section 3.01. Any installment of interest or
principal payable on a Note that is punctually paid or duly provided for by
the Issuer on the applicable Payment Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered on the Record
Date by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date, except that, unless
Definitive Notes have been issued pursuant to Section 2.12, with respect to
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment shall be made by
wire transfer in immediately available funds to the account designated by such


                                      15
<PAGE>

nominee; provided, however, that the final installment of principal payable
with respect to such Note on a Payment Date or on the related Final Scheduled
Payment Date (including the Redemption Price for any Note called for
redemption pursuant to Section 10.01) shall be payable as provided in
paragraph (b) below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.

     (b) The principal of each Note shall be payable in installments on each
Payment Date as provided in Section 3.01 hereof and the forms of the Notes set
forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and
Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount
of each Class of Notes may be declared immediately due and payable, if not
previously paid, in the manner provided in Section 5.02 on any date on which
an Event of Default shall have occurred and be continuing by the Indenture
Trustee or the Indenture Trustee acting at the direction of the Holders of
Notes representing at least a majority of the Outstanding Amount of the
Controlling Class. All principal payments on each Class of Notes shall be made
pro rata to the Noteholders of each Class entitled thereto. Upon written
notice thereof, the Indenture Trustee shall notify the Person in whose name a
Note is registered at the close of business on the Record Date preceding the
Payment Date on which the Issuer expects the final installment of principal of
and interest on such Note to be paid. Such notice shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section
10.02.

     (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful) at the applicable Interest Rate in any lawful manner on
the next Payment Date.

     Section 2.09. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder that the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Notes may be
held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be disposed of or returned to it;
provided, that such Issuer Order is timely and the Notes have not been
previously disposed of by the Indenture Trustee.

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


                                      16
<PAGE>

definitive, fully registered Notes (the "Definitive Notes") have been issued
to such Note Owners pursuant to Section 2.12:

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

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

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

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

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

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

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


                                      17
<PAGE>

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

     Section 2.13. Tax Treatment. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will
qualify as indebtedness of the Issuer secured by the Trust Estate. The Issuer,
by entering into this Indenture, and each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Notes for federal, state and local income
and franchise tax purposes as indebtedness.

     Section 2.14. ERISA. Each Person that acquires a Note shall be required
to represent, or in the case of a Note in book-entry form, will be deemed to
represent by its acceptance of the Note, that (i) it is not, and is not
acquiring the Note on behalf of or with "plan assets" (as determined under
Department of Labor Regulation ss.2510.3-101 or otherwise) of a Plan, or any
employee benefit plan subject to Similar Law, or (ii) its acquisition and
holding of the Note are eligible for relief under Prohibited Transaction Class
Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a
similar exemption, or, in the case of an employee benefit plan subject to
Similar Law, do not result in a nonexempt violation of Similar Law. Any
attempted or purported transfer of a Note with respect to which neither of the
foregoing representations is true shall be void ab initio.

     The Notes may not be purchased with the assets of a Plan if the
Depositor, the Seller, an underwriter of the Notes, the Indenture Trustee, the
Owner Trustee or any of their affiliates has investment or administrative
discretion with respect to those Plan assets; has authority or responsibility
to give, or regularly gives, investment advice with respect to those Plan
assets for a fee and pursuant to an agreement or understanding that the advice
will serve as a primary basis for investment decisions with respect to those
Plan assets and will be based on the particular investment needs for the Plan;
or is an employer maintaining or contributing to the Plan.


                                      18
<PAGE>

                                  ARTICLE III

                                   COVENANTS

     Section 3.01. Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting
the foregoing, subject to Section 8.02(c), on each Payment Date, the Issuer
will cause to be distributed all amounts deposited pursuant to the Sale and
Servicing Agreement into the Note Interest Distribution Account and the
Principal Distribution Account (i) for the benefit of the Class A-1 Notes, to
the Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to the
Class A-2 Noteholders, (iii) for the benefit of the Class A-3 Notes, to the
Class A-3 Noteholders, (iv) for the benefit of the Class A-4 Notes, to the
Class A-4 Noteholders, (v) for the benefit of the Class B Notes, to the Class
B Noteholders and (vi) for the benefit of the Class C Notes, to the Class C
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

     Section 3.02. Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, The City of 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. Such office will initially be located at 101 Barclay
Street -- 8 West, New York, New York, 10286, Attention: Asset Backed
Securities Unit. The Issuer will give prompt written notice to the Indenture
Trustee of the location, and of any change in the location, of any such office
or agency. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
as its agent to receive all such surrenders, notices and demands.

     Section 3.03. Money for Payments To Be Held in Trust. All payments of
amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Collection Account, the Note Interest Distribution
Account, the Principal Distribution Account and the Reserve Account shall be
made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from the Collection Account, the Note
Interest Distribution Account, the Principal Distribution Account or the
Reserve Account for payments of Notes shall be paid over to the Issuer except
as provided in this Section.

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

     The Issuer will cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the


                                      19
<PAGE>

Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it
hereby so agrees), subject to the provisions of this Section, that such Paying
Agent will:

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

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

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

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

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

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

     Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and be paid upon Issuer Request to the Issuer; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Paying Agent
with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to make
any such repayment, shall at the expense and direction of the Issuer cause to
be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at
the expense and


                                      20
<PAGE>

direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

     Section 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a common law trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States
of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

     Section 3.05. Protection of Trust Estate. The Issuer will from time to
time 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) maintain or preserve the lien and security interest (and the
     priority thereof) of this Indenture or carry out more effectively the
     purposes hereof;

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

          (iii) enforce any of the Collateral; or

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

The Issuer hereby designates the Indenture Trustee, as its agent and
attorney-in-fact, to execute upon an Issuer Order any financing statement,
continuation statement or other instrument required to be executed pursuant to
this Section 3.05.

     Section 3.06. Opinions as to Trust Estate.

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


                                      21
<PAGE>

     (b) On or before April 30, in each calendar year, beginning in 2003, the
Issuer shall furnish to the Indenture Trustee and the Rating Agencies 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 is necessary to maintain
the lien and security interest created by this Indenture and reciting the
details of such action, or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements
and continuation statements that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until
April 30 in the following calendar year.

     Section 3.07. Performance of Obligations; Servicing of Receivables.

     (a) The Issuer will not take any action and will use its reasonable 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 expressly provided in this Indenture, the Sale and Servicing
Agreement or such other instrument or agreement.

     (b) The Issuer may contract with other Persons with notification to the
Rating Agencies to assist it in performing its duties under this Indenture,
and any performance of such duties by a Person identified to the Indenture
Trustee in an Officer's Certificate of the Issuer shall be deemed to be action
taken by the Issuer. Initially, the Issuer has contracted with the Master
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture.

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate, including but not
limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture
and the Sale and Servicing Agreement in accordance with and within the time
periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof without the consent of
the Holders of at least a majority of the Outstanding Amount of each Class of
Notes, voting separately.

     (d) If the Issuer shall have knowledge of the occurrence of a Master
Servicer Termination Event under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee and the Rating Agencies thereof,
and shall specify in such notice the action, if any, the Issuer is taking with
respect to such default.

     (e) [Reserved]


                                      22
<PAGE>

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

     (g) Without limitation of the absolute nature of the assignment granted
to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuer hereby agrees (i) except to the extent otherwise
provided in any Basic Documents, that it will not, without the prior written
consent of the Indenture Trustee acting at the direction of the Holders of at
least a majority in Outstanding Amount of the Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral
or the Basic Documents, or waive timely performance or observance by the
Master Servicer or the Seller under the Sale and Servicing Agreement; and (ii)
that any such amendment shall not (A) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, distributions that are
required to be made for the benefit of the Noteholders or (B) reduce the
aforesaid percentage of the Notes that is required to consent to any such
amendment, without the consent of the Holders of all Outstanding Notes. If the
Indenture Trustee acting at the direction of such Holders agrees to any such
amendment, modification, supplement or waiver, the Indenture Trustee agrees,
promptly following a request by the Issuer to do so, to execute and deliver,
at the Issuer's own expense, such agreements, instruments, consents and other
documents as the Issuer may deem necessary or appropriate in the
circumstances.

     (h) The Issuer (or the Master Servicer on its behalf) shall maintain its
computer systems so that, from and after the time of the Grant under this
Indenture of the Receivables referenced in such Grant, the Issuer's (or the
Master Servicer's on its behalf) master computer records (including any backup
archives) that refer to a Receivable shall be coded to reflect that such
Receivable is part of the portfolio of Receivables that is the subject of this
Indenture and is owned by the Issuer. The Issuer shall deliver to the
Indenture Trustee a computer file, microfiche list or printed list containing
a true and complete list of all Receivables subject to this Indenture. Such
file or list shall be marked as Schedule A to this Indenture, delivered to the
Indenture Trustee as confidential and proprietary, and is hereby incorporated
into and made a part of this Indenture. The Issuer further agrees not to alter
the code referenced in the first sentence of this paragraph with respect to
any Receivable during the term of this Indenture unless and until such
Receivable's Principal Balance has been paid in full or such Receivable has
been purchased or repurchased by the Master Servicer or the Seller,
respectively, in accordance with the Basic Documents. Indication of such
Receivables' inclusion in the portfolio shall be deleted from or modified on
the Issuer's (or the Master Servicer's on its behalf) computer systems when,
and only when, the related Receivable shall have been paid in full or
purchased or repurchased by the Master Servicer or the Seller, respectively,
in accordance with the Basic Documents.

     Section 3.08. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:


                                      23
<PAGE>

     (a) except as expressly permitted by this Indenture, the Receivables
Purchase Agreement or the Sale and Servicing Agreement, sell, transfer,
exchange or otherwise dispose of any of the properties or assets of the
Issuer, including those included in the Trust Estate.

     (b) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the Code) or 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

     (c) (A) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (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 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 any of the
Financed Vehicles and arising solely as a result of an action or omission of
the related Obligor) or (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.

     Section 3.09. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Rating Agencies, within 120 days after the
end of each fiscal year of the Issuer (commencing with the fiscal year 2002),
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
     its performance under this Indenture has been made under such Authorized
     Officer's supervision; and

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

     Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms.

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

          (i) the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger shall be a Person organized and existing
     under the laws of the United States of America or any State and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form satisfactory to the Indenture
     Trustee, 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;


                                      24
<PAGE>

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

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

          (iv) the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse federal tax
     consequence to the Issuer, any Noteholder or any Certificateholder;

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

          (vi) the Issuer shall have delivered to the Indenture Trustee 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) in all material respects.

     (b) The Issuer shall not convey or transfer any 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 (A) shall 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 assumes, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee, 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, (C) expressly agrees by
     means of such supplemental indenture that all right, title and interest
     so conveyed or transferred shall be subject and subordinate to the rights
     of Holders of the Notes, (D) unless otherwise provided in such
     supplemental indenture, expressly agrees to indemnify, defend and hold
     harmless the Issuer and the Indenture Trustee against and from any loss,
     liability or expense arising under or related to this Indenture and the
     Notes and (E) expressly agrees by means of such supplemental indenture
     that such Person (or, if a group of Persons, one specified Person) shall
     make all filings with the Commission (and any other appropriate Person)
     required by the Exchange Act in connection with the Notes;

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

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


                                      25
<PAGE>

          (iv) the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse federal tax
     consequence to the Issuer, any Noteholder or any Certificateholder;

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

          (vi) the Issuer shall have delivered to the Indenture Trustee 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) in all material respects.

     Section 3.11. Successor or Transferee.

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

     (b) Upon a conveyance or transfer of all the assets and properties of the
Issuer pursuant to Section 3.10(b), Regions Auto Receivables Trust 2002-1 will
be released from every covenant and agreement of this Indenture to be observed
by or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee
stating that Regions Auto Receivables Trust 2002-1 is to be so released.

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

Section 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

Section 3.14. Master Servicer's Obligations. The Issuer shall cause the Master
Servicer to comply with Sections 4.09, 4.10, 4.11 and Article VII of the Sale
and Servicing Agreement.

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


                                      26
<PAGE>

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

     Section 3.17. Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator unless the Rating
Agency Condition shall have been satisfied in connection with such removal and
the Indenture Trustee receives written notice of the foregoing and consents
thereto.

     Section 3.18. Restricted Payments. Except with respect to the proceeds
from issuance of the Notes, the Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or
of the Issuer or to the Master 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 as contemplated by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement, this Indenture or the
Trust Agreement. The Issuer will not, directly or indirectly, make payments to
or distributions from the Note Interest Distribution Account, the Principal
Distribution Account, the Collection Account or the Reserve Account except in
accordance with this Indenture and the Basic Documents.

     Section 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder, and of each default on the part of the Master Servicer
or the Seller of its obligations under the Sale and Servicing Agreement.

     Section 3.20. Further Instruments and Acts. Upon request of the Indenture
Trustee, 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. Perfection Representation. The Issuer further makes all the
representations, warranties and covenants set forth in Schedule B.




                                      27
<PAGE>

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

     Section 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections
3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16 and 3.18, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Section 4.02) and (vi) the rights
of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when

               (A)  either:

                    (1) all Notes theretofore authenticated and delivered
               (other than (i) Notes that have been destroyed, lost or stolen
               and that have been replaced or paid as provided in Section 2.06
               and (ii) Notes for the payment of which money has theretofore
               been deposited in trust or segregated and held in trust by the
               Issuer and thereafter repaid to the Issuer or discharged from
               such trust, as provided in Section 3.03, have been delivered to
               the Indenture Trustee for cancellation; or

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

                         a. have become due and payable,

                         b. will become due and payable at the Class C Final
                    Scheduled Payment Date within one year or

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

          and the Issuer, in the case of a, b, or c above, has irrevocably
          deposited or caused to be irrevocably deposited with the Indenture
          Trustee cash or direct obligations of or obligations guaranteed by
          the United States of America (that will mature prior to the date
          such amounts are payable), in trust for such purpose, in an amount
          sufficient to pay and discharge the entire indebtedness on such
          Notes not theretofore delivered to the Indenture Trustee for
          cancellation when due to the applicable Final Scheduled Payment Date
          or Redemption Date (if Notes shall have been called for redemption
          pursuant to Section 10.01), as the case may be;


                                      28
<PAGE>

               (B) the Issuer has paid or caused to be paid all other sums
          payable hereunder by the Issuer including, but not limited to, fees
          and expenses due to the Indenture Trustee; and

               (C) the Issuer has delivered to the Indenture Trustee an
          Officer's Certificate, an Opinion of Counsel and (if required by the
          TIA or the Indenture Trustee) an Independent Certificate from a firm
          of certified public accountants, each meeting the applicable
          requirements of Section 11.01(a) and, subject to Section 11.02, each
          stating that all conditions precedent herein provided for relating
          to the satisfaction and discharge of this Indenture have been
          complied with.

     Section 4.02. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and
applied by it in accordance with the provisions of the Notes and this
Indenture to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for
the payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to
the extent required herein, in the Sale and Servicing Agreement or by law.

     Section 4.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall, upon written demand of the Issuer, be paid to the Indenture Trustee to
be held and applied according to Section 3.03; and thereupon, such Paying
Agent shall be released from all further liability with respect to such
moneys.

     Section 4.04. Release of Collateral. Subject to Section 11.01 and the
terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt by it of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.




                                      29
<PAGE>

                                   ARTICLE V

                                   REMEDIES

     Section 5.01. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

          (i) default in the payment of any interest on any Note of the
     Controlling Class when the same becomes due and payable, and such default
     shall continue for a period of five days;

          (ii) default in the payment of the principal of any Note on the
     Final Scheduled Payment Date of such Note when the same becomes due and
     payable;

          (iii) default in the observance or performance of any covenant or
     agreement of the Issuer made in this Indenture (other than a covenant or
     agreement, a default in the observance or performance of which is
     elsewhere in this Section specifically dealt with), or any representation
     or warranty of the Issuer made in this Indenture or in any certificate or
     other writing delivered pursuant hereto or in connection herewith proving
     to have been incorrect in any material respect as of the time when the
     same shall have been made, which default materially and adversely affects
     the Noteholders or the Indenture Trustee, and such default shall continue
     or not be cured, or the circumstance or condition in respect of which
     such misrepresentation or warranty was incorrect shall not have been
     eliminated or otherwise cured, for a period of 60 days (or for a period
     not to exceed 90 days, as may be reasonably necessary to remedy the
     default, provided the default is capable of being remedied in 90 days or
     less and the Master Servicer on behalf of the Issuer delivers an
     Officer's Certificate to the Indenture Trustee to the effect that the
     Issuer has commenced, or will promptly commence and diligently pursue,
     all reasonable efforts to remedy such default) after there shall have
     been given, by registered or certified mail, to the Issuer by the
     Indenture Trustee or to the Issuer and the Indenture Trustee by the
     Holders of at least 25% of the Outstanding Amount of the Controlling
     Class, 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;

          (iv) 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 the appointment of a conservator, receiver,
     liquidator, assignee, custodian, trustee, sequestrator or similar
     official of the Issuer or for any substantial part of the Trust Estate,
     or the ordering of the winding-up or liquidation of the Issuer's affairs,
     and such decree or order shall remain unstayed and in effect for a period
     of 60 consecutive days; or


                                      30
<PAGE>

          (v) 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 of or taking of possession by a
     conservator, 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 any
     action by the Issuer in furtherance of any of the foregoing.

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

     Section 5.02. Acceleration of Maturity; Rescission and Annulment. (a) If
an Event of Default under this Indenture shall have occurred and be continuing
at any time when the Indenture Trustee is the Controlling Party, the Indenture
Trustee in its discretion may, or if so requested in writing by Holders of
Notes representing at least a majority of the Outstanding Amount of the
Controlling Class, shall, declare by written notice to the Issuer all of the
Notes to be immediately due and payable, and upon any such declaration, the
Outstanding Amount of the Notes, together with accrued interest thereon
through the date of acceleration, shall become immediately due and payable.
Notwithstanding anything to the contrary in this paragraph (a), if an Event of
Default specified in clauses (iv) or (v) of Section 5.01 shall have occurred
and be continuing at any time when the Indenture Trustee is the Controlling
Party, the Notes shall become immediately due and payable at par, together
with accrued interest thereon.

     (b) [Reserved].

     (c) [Reserved].

     (d) At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Holders of Notes representing a majority of the Outstanding
Amount of the Controlling Class, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

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

               (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 by the Indenture Trustee hereunder and the
          reasonable compensation, expenses and disbursements of the Indenture
          Trustee and its agents and counsel and the reasonable compensation,
          expenses and disbursements of the Owner Trustee and its agents and
          counsel; and


                                      31
<PAGE>

          (ii) all Events of Default, other than the nonpayment of the
     principal of the Notes that has become due solely by such acceleration,
     have been cured or waived as provided in Section 5.12.

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

     Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee; Authority of the Controlling Party.

     (a) The Issuer covenants that if (i) a 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 Business Days or, (ii) default is made
in the payment of the principal on the Final Scheduled Payment Date of any
Note, the Issuer will, upon demand of the Indenture Trustee, pay to it, for
the benefit of the Holders of the Notes, the entire amount then due and
payable on such Notes in respect of principal and interest, with interest on
the overdue principal and, to the extent payment at such rate of interest
shall be legally enforceable, on overdue installments of interest at the
related Interest Rate and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses and disbursements of the Indenture Trustee
and its agents and counsel.

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

     (c) If an Event of Default occurs, the Indenture Trustee may, as more
particularly provided in Section 5.04, in its discretion or shall at the
directions of the Holders of at least a majority of the Outstanding Amount of
the Notes proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee or the
Indenture Trustee at the direction of the Holders of at least a majority of
the Outstanding Amount of the Notes shall reasonably deem most effective to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.

     (d) In case there shall be pending, relative to the Issuer or any other
obligor on 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, or
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or
Person, or in case of any other comparable Proceedings relative to the Issuer
or other obligor on the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any


                                      32
<PAGE>

demand pursuant to the provisions of this Section, shall be entitled and
empowered, by intervention in such Proceedings or otherwise:

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

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

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

          (iv) to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of the
     Indenture Trustee or the Holders of Notes allowed in any Proceedings
     relative to the Issuer, its creditors or its property; and any trustee,
     receiver, liquidator, custodian or other similar official in any such
     Proceeding is hereby authorized by each of such Noteholders to make
     payments to the Indenture Trustee and, in the event that the Indenture
     Trustee shall consent to the making of payments directly to such
     Noteholders, to pay to the Indenture Trustee such amounts as shall be
     sufficient to cover reasonable compensation to the Indenture Trustee,
     each predecessor Indenture Trustee and their respective agents, attorneys
     and counsel, and all other expenses and liabilities incurred by the
     Indenture Trustee and each predecessor Indenture Trustee except as a
     result of negligence or bad faith.

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

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


                                      33
<PAGE>

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

     Section 5.04. Remedies; Priorities.

     (a) If an Event of Default shall have occurred and be continuing, the
Indenture Trustee may do one or more of the following (subject to Section
5.05):

          (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 on 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 Indenture 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 the
     Indenture Trustee may not sell or otherwise liquidate the Trust Estate
     following an Event of Default unless, (A) the Holders of 100% of the
     Outstanding Amount of the Notes consent thereto, (B) the proceeds of such
     sale or liquidation distributable to the Noteholders are sufficient to
     discharge in full all amounts then due and unpaid on such Notes in
     respect of principal and interest, or (C) with respect to an Event of
     Default set forth in Section 5.01(i) or (ii), the Indenture 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 the Indenture Trustee obtains the consent of Holders of at least two
     thirds of the Outstanding Amount of the Controlling Class.

     In determining such sufficiency or insufficiency with respect to clause
(B) and (C), the Indenture Trustee may, at the Issuer's expense and paid in
the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement,
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.

     (b) If the Trust Estate is sold or liquidated pursuant to Section
5.04(a)(iv) and the Indenture Trustee collects any money or property pursuant
to this Article V, it shall pay out the money or property in the following
order:

          FIRST: to the Indenture Trustee for amounts due under Section 6.07;


                                      34
<PAGE>

          SECOND:to the Class A Noteholders for amounts due and unpaid on the
          Notes in respect of interest (including any premium), ratably,
          without preference or priority of any kind, according to the amounts
          due and payable on the Class A Notes in respect of interest
          (including any premium);

          THIRD: to Holders of the Class A-1 Notes for amounts due and unpaid
          on the Class A-1 Notes in respect of principal, ratably, without
          preference or priority of any kind, according to the amounts due and
          payable on the Class A-1 Notes in respect of principal, until the
          Outstanding Amount of the Class A-1 Notes is reduced to zero;

          FOURTH:to Holders of the Class A-2 Notes for amounts due and unpaid
          on the Class A-2 Notes in respect of principal, to Holders of the
          Class A-3 Notes for amounts due and unpaid on the Class A-3 Notes in
          respect of principal and to Holders of the Class A-4 Notes for
          amounts due and unpaid on the Class A-4 Notes in respect of
          principal, ratably, without preference or priority of any kind,
          according to the amounts due and payable on the Class A-2 Notes in
          respect of principal, the amounts due and payable on the Class A-3
          Notes in respect of principal and the amounts due and payable on the
          Class A-4 Notes in respect of principal, respectively, until the
          respective Outstanding Amounts of the Class A-2 Notes, Class A-3
          Notes and Class A-4 Notes are reduced to zero;

          FIFTH: to the Class B Noteholders for amounts due and unpaid on the
          Notes in respect of interest (including any premium), ratably,
          without preference or priority of any kind, according to the amounts
          due and payable on the Class B Notes in respect of interest
          (including any premium);

          SIXTH: to Holders of the Class B Notes for amounts due and unpaid on
          the Class B Notes in respect of principal, ratably, without
          preference or priority of any kind, according to the amounts due and
          payable on the Class B Notes in respect of principal, until the
          Outstanding Amount of the Class B Notes is reduced to zero;

          SEVENTH: to the Class C Noteholders for amounts due and unpaid on
          the Notes in respect of interest (including any premium), ratably,
          without preference or priority of any kind, according to the amounts
          due and payable on the Class C Notes in respect of interest
          (including any premium);

          EIGHTH:to Holders of the Class C Notes for amounts due and unpaid on
          the Class C Notes in respect of principal, ratably, without
          preference or priority of any kind, according to the amounts due and
          payable on the Class C Notes in respect of principal, until the
          Outstanding Amount of the Class C Notes is reduced to zero;

          NINTH: to the applicable parties, any accrued and unpaid fees,
          expenses and indemnification expenses owed to such party under any
          of the Basic


                                      35
<PAGE>

          Documents (including legal fees and expenses), to the extent not
          paid pursuant to clause first above; and

          TENTH: any excess amounts remaining after making the payments
          described in clauses first through ninth above, to the Certificate
          Distribution Account for distribution to the Holders of the
          Certificates.

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

     Section 5.05. Optional Preservation of the Receivables. If the Indenture
Trustee is the Controlling Party and the Notes have been declared to be due
and payable under Section 5.02 following an Event of Default, and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may, but need not, elect to 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 Indenture Trustee shall take such desire into account
when determining whether or not to maintain possession of the Trust Estate. In
determining whether or not to maintain possession of the Trust Estate, the
Indenture Trustee may, at the expense of the Issuer and paid in the priority
set forth in Section 5.06(b) of the Sale and Servicing Agreement, 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 5.06. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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


                                      36
<PAGE>

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

     In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and reasonable indemnity satisfactory to the Indenture
Trustee from two or more groups of Holders of Notes pursuant to this Section,
each representing less than a majority of the Outstanding Amount of the
Controlling Class, the Indenture Trustee shall act at the direction of the
group representing the greater percentage of the Outstanding Amount of Notes
and if there is no such group then in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.

     Section 5.07. Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional,
to receive payment of the principal of and interest, if any, on such Note on
or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

     Section 5.08. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right
or remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had
been instituted.

     Section 5.09. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

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


                                      37
<PAGE>

     Section 5.11. Control by Controlling Class. If the Indenture Trustee is
the Controlling Party, the Holders of a majority of the Outstanding Amount of
the Controlling Class shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred
on the Indenture Trustee; provided that:

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

          (ii) the Indenture Trustee shall not sell or liquidate the Trust
     Estate except pursuant to Section 5.04(a)(iv); and

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

Notwithstanding the rights of Noteholders set forth in this Section, subject
to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect
the rights of any Noteholders not consenting to such action.

     Section 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Controlling Class may, waive any past Default or Event of Default and its
consequences except a Default (a) in payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that
cannot be modified or amended without the consent of the Holder of each Note.
In the case of any such waiver, the Issuer, the Indenture Trustee and the
Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereto.

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

     Section 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of a Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it
as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes (or, in the case of a right or remedy under
this Indenture which is instituted by the Controlling Class, more than 10% of
the Controlling Class)


                                      38
<PAGE>

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

     Section 5.15. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Indenture Trustee or the Noteholders shall be impaired by
the recovery of any judgment by the Indenture Trustee against the Issuer or by
the levy of any execution under such judgment upon any portion of the Trust
Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee after the Trust Estate is sold or
liquidated pursuant to Section 5.04(a)(iv) shall be applied in accordance with
Section 5.04(b).

     Section 5.16. Performance and Enforcement of Certain Obligations.

     (a) Promptly following a request from the Indenture Trustee to do so and
at the Administrator's expense, the Issuer shall take all such lawful action
as the Indenture Trustee may request to compel or secure the performance and
observance by the Seller or the Master Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Sale and
Servicing Agreement or the Receivables Purchase Agreement, as applicable, 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 or the Receivables Purchase Agreement to the extent and in the
manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Seller or the Master Servicer thereunder
and the institution of legal or administrative actions or proceedings to
compel or secure performance by the Seller or the Master Servicer of each of
their obligations under the Sale and Servicing Agreement or the Receivables
Purchase Agreement; provided, however, nothing herein shall in any way impose
on the Indenture Trustee the duty to monitor the performance of the Seller or
the Master Servicer of any of their liabilities, duties or obligations under
any Basic Document.

     (b) If an Event of Default has occurred, the Indenture Trustee may, and
at the direction (which direction shall be in writing) of the Holders of not
less than a majority of the Outstanding Amount of the Controlling Class shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Master Servicer under or in connection with the Sale
and Servicing Agreement and the Receivables Purchase Agreement including the
right or power to take any action to compel or secure performance or
observance by the Seller or the Master Servicer, as the case may be, of each
of their obligations to the Issuer


                                      39
<PAGE>

thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement and the Receivables
Purchase Agreement, as the case may be, and any right of the Issuer to take
such action shall be suspended.


                                      40
<PAGE>

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

     Section 6.01. Duties of Indenture Trustee.

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

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

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

          (ii) in the absence of bad faith or negligence on its part, the
     Indenture Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon
     the face value of the certificates, reports, resolutions, documents,
     orders, opinions or other instruments furnished to the Indenture Trustee
     and conforming to the requirements of this Indenture; provided, however,
     that the Indenture Trustee shall not be responsible for the accuracy or
     content of any such resolution, certificate, statement, opinion, report,
     document, order or other instrument; however, with respect to any such
     certificates or opinions that are required to be delivered to the
     Indenture Trustee pursuant to this Indenture, the Indenture Trustee shall
     examine the certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture. If any such instrument is
     found not to conform in any material respect to the requirements of this
     Indenture, the Indenture Trustee shall notify the Noteholders of such
     instrument in the event that the Indenture Trustee, after so requesting,
     does not receive a satisfactorily corrected instrument.

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

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

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

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

     (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this
Section.


                                      41
<PAGE>

     (e) The Indenture Trustee shall not be liable for indebtedness evidenced
by or arising under any of the Basic Documents, including principal of or
interest on the Notes, or interest on any money received by it except as the
Indenture Trustee may agree in writing with the Issuer.

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

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

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

     (i) In no event shall the Indenture Trustee be required to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer or any other party under the Sale and Servicing Agreement.

     (j) The Indenture Trustee shall have no duty (A) to see to any recording,
filing, or depositing of this Indenture or any agreement referred to herein or
any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such recording or filing or
depositing or to any rerecording, refiling or redepositing of any thereof, (B)
to see to any insurance, or (C) 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
Fund.

     (k) For purposes of this Section 6.01 and Section 5.03(c), the Indenture
Trustee, or a Responsible Officer thereof, shall be charged with actual
knowledge of any default or an Event of Default if a Responsible Officer
actually knows of such default or Event of Default or the Indenture Trustee
receives written notice of such default or Event of Default from the Issuer,
the Master Servicer or Noteholders owning Notes aggregating not less than 10%
of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the
Indenture Trustee shall not be required to take notice and, in the absence of
such actual notice and knowledge, the Indenture Trustee may conclusively
assume that there is no such default or Event of Default.

     Section 6.02. Rights of Indenture Trustee.

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

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


                                      42
<PAGE>

Certificate or Opinion of Counsel from the appropriate party. The right of the
Indenture Trustee to perform any discretionary act enumerated in this
Indenture or in any Basic Document shall not be construed as a duty of the
Indenture Trustee and the Indenture Trustee shall not be answerable for other
than its negligence or willful misconduct in the performance of such
discretionary act.

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

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

     (e) The Indenture Trustee may consult, at the Issuer's expense and paid
in the priority set forth in Section 5.06(b) of the Sale and Servicing
Agreement, with counsel, and the written advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect to
any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

     (f) In the event that the Indenture Trustee is also acting as Paying
Agent, Note Registrar or collateral agent, the rights and protections afforded
to the Indenture Trustee pursuant to this Article VI shall be afforded to such
Paying Agent, Note Registrar or collateral agent.

     (g) The Indenture Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Noteholders, pursuant to the provisions of this
Indenture, if there shall be reasonable grounds for believing that the
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

     (h) The right of the Indenture Trustee to perform any discretionary act
enumerated in this Indenture shall not be construed as a duty, and the
Indenture Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of such act.

     (i) The Indenture Trustee shall not be required to give any bond or
surety in respect of the powers granted hereunder.

     Section 6.03. Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not Indenture Trustee. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Indenture Trustee must comply with Section 6.11.

     Section 6.04. Indenture Trustee's Disclaimer. The Indenture Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Trust Estate or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the

                                      43
<PAGE>

Notes, and it shall not be responsible for any statement of the Issuer in the
Indenture, any Basic Document or in any document issued in connection with the
sale of the Notes or in the Notes other than the Indenture Trustee's
certificate of authentication.

     Section 6.05. Notice of Defaults. If a Default occurs and is continuing
and if it is actually known to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of the Default
within 30 days after it occurs. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice to Noteholders if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is
in the interests of Noteholders.

     Section 6.06. Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required
to enable such holder to prepare its federal and state income tax returns.

     Section 6.07. Compensation and Indemnity. The Issuer shall cause the
Administrator to pay to the Indenture Trustee from time to time such
compensation as the Issuer, Administrator and Indenture Trustee shall from
time to time agree in writing for all services rendered by the Indenture
Trustee hereunder. The Indenture Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuer shall
cause the Administrator to reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services. Such expenses shall include
the reasonable out-of-pocket compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, counsel, accountants and experts.
The Issuer shall cause the Administrator to indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees and
expenses) incurred by it in connection with the administration of this trust
and the performance of its duties hereunder or under the Sale and Servicing
Agreement or under any other Basic Document. The Indenture Trustee shall
notify the Issuer and the Administrator promptly of any claim for which it may
seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and
the Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder if no prejudice to the Issuer or the Administrator shall
have resulted from such failure. The Issuer shall, or shall cause the
Administrator to, defend any such claim, and the Indenture Trustee may have
separate counsel and the Issuer shall, or shall cause the Administrator to,
pay the fees and expenses of such counsel. Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

     The Issuer's and the Administrator's payment obligations to the Indenture
Trustee and the Administrator's indemnities to the Indenture Trustee pursuant
to this Section shall survive the discharge of this Indenture or the earlier
resignation or removal of the Indenture Trustee. When the Indenture Trustee
incurs expenses after the occurrence of a Default specified in Section
5.01(iv) or (v) 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.


                                      44
<PAGE>

     Section 6.08. Replacement of Indenture Trustee. No resignation or removal
of the Indenture Trustee and no appointment of a successor Indenture Trustee
shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may
resign at any time by so notifying the Issuer and each Rating Agency. The
Holders of a majority in Outstanding Amount of the Controlling Class may
remove the Indenture Trustee by so notifying the Indenture Trustee and may
appoint a successor Indenture Trustee. The Issuer shall remove the Indenture
Trustee if:

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

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

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

          (iv) the Indenture Trustee otherwise becomes incapable of acting; or

          (v) the Indenture Trustee breaches any representation, warranty or
     covenant made by it under any Basic Document.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee.

     A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become
effective, and the successor Indenture Trustee shall have all the rights,
powers and duties of the Indenture Trustee under this Indenture. The retiring
Indenture Trustee shall be paid all amounts owed to it upon its resignation or
removal. The successor Indenture Trustee shall mail a notice of its succession
to Noteholders. The retiring Indenture Trustee shall promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee.
The retiring Indenture Trustee shall not be liable for the acts or omissions
of any Successor Indenture Trustee.

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

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

     Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's and the Administrator's obligations under Section 6.07
shall continue for the benefit of the retiring Indenture Trustee.


                                      45
<PAGE>

     Section 6.09. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Rating
Agencies notice of any such transaction.

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

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

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint
one or more Persons to act as a co-trustee or co-trustees, or separate trustee
or separate trustees, of all or any part of the Trust, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Estate, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 hereof.

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

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

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


                                      46
<PAGE>

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

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

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

     Section 6.11. Eligibility; Disqualification. (a) The Indenture Trustee
shall at all times satisfy the requirements of TIA ss. 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition, and the
time deposits of the Indenture Trustee shall be rated at least A-1 by Standard
& Poor's and P-1 by Moody's. The Indenture Trustee shall comply with TIA ss.
310(b), including the optional provision permitted by the second sentence of
TIA ss. 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA ss. 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 ss. 310(b)(1) are met.

     (b) Within ninety (90) days after ascertaining the occurrence of an Event
of Default which shall not have been cured or waived, unless authorized by the
Commission, the Indenture Trustee shall resign with respect to the Class A
Notes, the Class B Notes and/or the Class C Notes in accordance with Section
6.08 of this Indenture, and the Issuer shall appoint a successor Indenture
Trustee for one or all of such Classes, as applicable, so that there will be
separate Indenture Trustees for the Class A Notes, the Class B Notes and the
Class C Notes. In the event the Indenture Trustee fails to comply with the
terms of the preceding sentence, the Indenture Trustee shall comply with
clauses (ii) and (iii) of TIA Section 310(b).

     (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11, the
Issuer, the retiring Indenture Trustee and the successor Indenture Trustee
with respect to such Class of Notes shall execute and deliver an indenture
supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights,


                                      47
<PAGE>

powers, trusts and duties of the retiring Indenture Trustee with respect to
the Notes of the Class to which the appointment of such successor Indenture
Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with
respect to all Classes of Notes, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Indenture Trustee with respect to the Notes of each
Class as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the Indenture Trustee and (iii) shall add to or
change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be a trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Indenture Trustee; and upon the
removal of the retiring Indenture Trustee shall become effective to the extent
provided herein.

     Section 6.12. [Reserved].

     Section 6.13. Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA ss. 311(a) to the extent indicated.

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


                                      48
<PAGE>

                                 ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

     Section 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after the earlier of (i) each Record Date
and (ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Holders of Notes as of such Record Date, and (b) at such other times as the
Indenture 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 Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.

     Section 7.02. Preservation of Information; Communications to Noteholders.

     (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished. The Indenture Trustee
shall make such list available to the Owner Trustee on written request, and to
the Noteholders upon written request of three or more Noteholders or one or
more Noteholders evidencing not less than 25% of the Outstanding Amount of the
Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to
receive a copy of the current list of Noteholders, the Indenture Trustee shall
promptly notify the Administrator thereof by providing to the Administrator a
copy of such request and a copy of the list of Noteholders in response
thereto.

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

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

     Section 7.03. Reports by Issuer.

     (a) The Issuer shall:

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

          (ii) file with the Indenture Trustee and the Commission in
     accordance with rules and regulations prescribed from time to time by the
     Commission such additional

                                      49
<PAGE>

     information, documents and reports with respect to compliance by the
     Issuer with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

          (iii) supply to the Indenture Trustee (and the Indenture Trustee
     shall transmit by mail to all Noteholders described in TIA ss. 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
     7.03(a) and by rules and regulations prescribed from time to time by the
     Commission.

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

     Section 7.04. Reports by Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each March 31 beginning with March 31, 2003, upon
notice from the Issuer the Indenture Trustee shall mail to each Noteholder as
required by TIA ss. 313(c) a brief report prepared by the Issuer dated as of
such date that complies with TIA ss. 313(a). The Indenture Trustee also shall
comply with TIA ss. 313(b).

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


                                      50
<PAGE>

                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

     Section 8.01. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this
Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Trust Estate, the Indenture Trustee may take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate Proceedings. Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided
in Article V.

     Section 8.02. Trust Accounts.

     (a) On or prior to the Closing Date, the Issuer shall cause the Master
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders and, in the case of the Collection Account
Deposit Account, the Collection Account Securities Account, the Reserve
Account Deposit Account and the Reserve Account Securities Account, the
Certificateholders, the Trust Accounts as provided in Section 5.01 of the Sale
and Servicing Agreement.

     (b) On the day required by Section 5.02 of the Sale and Servicing
Agreement, the Available Collections (net of the Servicing Fee for such
Payment Date and any previously unpaid Servicing Fees and any other
distributable amounts that are to be allocated for distribution or release to
the Seller) with respect to the preceding Collection Period will be deposited
in the Collection Account as provided in Section 5.02 of the Sale and
Servicing Agreement. On or before each Payment Date, all amounts required to
be deposited in the Note Interest Distribution Account and the Principal
Distribution Account with respect to the related Collection Period pursuant to
Section 5.06(b) of the Sale and Servicing Agreement will be transferred from
the Collection Account to the Note Interest Distribution Account or the
Principal Distribution Account, as applicable.

     (c) On each Payment Date and Redemption Date, the Indenture Trustee shall
distribute all amounts on deposit in the Note Interest Distribution Account to
the Noteholders in respect of the Notes to the extent of amounts due and
unpaid on the Notes for interest in the amounts and in the priority set forth
in Section 5.06(c) of the Sale and Servicing Agreement (except as otherwise
provided in Section 5.06(e) of the Sale and Servicing Agreement and Section
5.04(b)).

     (d) On each Payment Date and Redemption Date, the Indenture Trustee shall
distribute all amounts on deposit in the Principal Distribution Account to the
Noteholders in respect of the Notes to the extent of amounts due and unpaid on
the Notes for principal in the amounts and in the priority set forth in
Section 5.06(d) of the Sale and Servicing Agreement


                                      51
<PAGE>

(except as otherwise provided in Section 5.06(e) of the Sale and Servicing
Agreement and Section 5.04(b)).

     (e) Notwithstanding any other provision of this Article VIII, and subject
to Section 5.04(b),

          (i) if the Notes have been accelerated following and Event of
     Default specified in Sections 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) and
     the Trust Estate has not been sold or otherwise liquidated pursuant to
     Section 5.04(a)(iv), the Master Servicer shall instruct the Indenture
     Trustee (x) to transfer the funds on deposit in the Collection Account
     remaining after the application of clauses 5.06(b)(i) and (ii) of the
     Sale and Servicing Agreement to the Principal Distribution Account to the
     extent necessary to reduce the Outstanding Amount of the Class A Notes to
     zero, (y) if the Class A Notes shall have been paid in full, to transfer
     the funds on deposit in the Collection Account remaining after the
     application of clauses 5.06(b)(i) through (iv) of the Sale and Servicing
     Agreement to the Principal Distribution Account to the extent necessary
     to reduce the Outstanding Amount of the Class B Notes to zero, or (z) if
     the Class A Notes and the Class B Notes shall have been paid in full, to
     transfer the funds on deposit in the Collection Account remaining after
     the application of clauses 5.06(b)(i) through (vi) of the Sale and
     Servicing Agreement to the Principal Distribution Account to the extent
     necessary to reduce the Outstanding Amount of the Class C Notes to zero.
     Any amounts transferred to the Principal Distribution Account pursuant to
     clause (x) above shall be applied to the repayment of principal of the
     Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
     A-4 Notes pro rata on the basis of the respective Outstanding Amounts of
     the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
     Class A-4 Notes.

          (ii) if the Notes have been accelerated following an Event of
     Default specified in Section 5.01(iii), and the Trust Estate has not been
     sold or otherwise liquidated pursuant to Section 5.04(a)(iv), the Master
     Servicer shall instruct the Indenture Trustee to transfer funds on
     deposit in the Collection Account in accordance with the priorities set
     forth in Section 5.06(b), (c) and (d) of the Sale and Servicing
     Agreement, except that any amounts transferred to the Principal
     Distribution Account that would otherwise have been applied to make
     payments and distributions pursuant to Section 5.06(d)(i) of the Sale and
     Servicing Agreement shall instead be applied to the repayment of
     principal of the Class A-1 Notes, the Class A-2 Notes, the Class A-3
     Notes and the Class A-4 Notes pro rata on the basis of the respective
     Outstanding Amounts of the Class A-1 Notes, the Class A-2 Notes, the
     Class A-3 Notes and the Class A-4 Notes.

          (iii) if the Notes have been accelerated following an Event of
     Default specified in Section 5.01 and the Trust Estate has been sold or
     otherwise liquidated pursuant to Section 5.04(a)(iv), the Indenture
     Trustee shall distribute any money or property collected by the Indenture
     Trustee pursuant to Article V (which shall also be deemed to include all
     amounts which would otherwise have been distributable in accordance with
     the priorities set forth in Sections 5.06(b), (c) and (d) of the Sale and
     Servicing Agreement) in the order of priority specified in Section
     5.04(b).


                                      52
<PAGE>

     Section 8.03. General Provisions Regarding Accounts. The Indenture
Trustee shall not in any way be held liable by reason of any insufficiency in
any of the Trust Accounts resulting from any loss on any Eligible Investment
included therein except for losses attributable to the Indenture Trustee's
failure to make payments on such Eligible Investments issued by the Indenture
Trustee, in its commercial capacity as principal obligor and not as trustee,
in accordance with their terms.

     Section 8.04. Release of Trust Estate.

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

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07
have been paid in full, 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 Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.04(b) only upon receipt by it 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
ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.01.

     (c) The Issuer agrees, upon request by the Master Servicer and
representation by the Master Servicer that it has complied with the procedure
in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer
Request to the Indenture Trustee in accordance with Section 4.04, and take
such other actions as are required in that Section.

     Section 8.05. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days prior written notice when requested by the Issuer to take any
action pursuant to Section 8.04(b), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


                                      53
<PAGE>

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

     Section 9.01. Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

          (v) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture that 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 such action
     shall not adversely affect the interests of the Holders of the Notes;

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

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

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


                                      54
<PAGE>

     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under
this Indenture; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder; provided further, that such action shall not be deemed to
adversely affect in any material respect the interests of any Noteholder and
no Opinion of Counsel to that effect shall be required if the person
requesting such amendment (i) obtains a letter from the Rating Agencies
stating that the amendment would not result in the downgrading or withdrawal
of the ratings then assigned to the Notes or (ii) each Rating Agency has
received written notice of such action and, within the period acceptable to
each Rating Agency, has not informed the Trust that such action will cause the
then current rating assigned to any Notes to be withdrawn or reduced or placed
on credit watch with negative implications. Notwithstanding anything to the
contrary in this Section 9.01(b), if at the time the Issuer and the Indenture
Trustee propose to enter into an indenture or supplemental indenture under
this Section 9.01(b) the Issuer is required to be a Qualifying SPE in order
for the Seller to continue to account for the transfer of the Receivables
under the Receivables Purchase Agreement as a sale under SFAS 140, then prior
to the time that the Issuer and the Indenture Trustee enter into such
indenture or supplemental indenture the Issuer shall deliver to the Indenture
Trustee an Accountant's Letter which states that the amendments to be effected
by such indenture or supplemental indenture would not "significantly change"
(within the meaning of SFAS.140) the Permitted Activities of the Issuer so as
to cause the Issuer to fail to qualify as a Qualifying SPE.

     Section 9.02. Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating Agencies and with the consent of the
Holders of not less than a majority of the Outstanding Amount of the Notes, by
Act of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, 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 shall, without the consent of the Holder of each
Outstanding Note affected thereby:

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


                                      55
<PAGE>

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

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

          (iv) reduce the percentage of the Outstanding Amount of the Notes or
     of the Controlling Class required to direct the Indenture Trustee to
     direct the Issuer to sell or liquidate the Trust Estate pursuant to
     Section 5.04;

          (v) 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;

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

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

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

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

     Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and all conditions
precedent have been met and any such reliance shall be binding upon the
Holders of all Notes, whether theretofore or thereafter authenticated


                                      56
<PAGE>

and delivered hereunder. The Indenture Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture
or otherwise. The Administrator shall provide a fully executed copy of any
supplemental indentures to this Indenture to each Rating Agency.

     Section 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this
Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in
all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

     Section 9.05. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

     Section 9.06. Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as
then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.


                                      57
<PAGE>

                                  ARTICLE X

                              REDEMPTION OF NOTES

     Section 10.01. Redemption. The Class A Notes, the Class B Notes and the
Class C Notes are subject to redemption in whole, but not in part, at the
direction of the Master Servicer pursuant to Section 9.01 of the Sale and
Servicing Agreement, on any Payment Date on which the Master Servicer
exercises its option to purchase the Trust Estate pursuant to said Section
9.01, for a purchase price equal to the Redemption Price; provided, that the
Issuer has available funds sufficient to pay the Redemption Price. The Master
Servicer or the Issuer shall furnish the Rating Agencies and the Indenture
Trustee notice of such redemption. If the Class A Notes, the Class B Notes and
the Class C Notes are to be redeemed pursuant to this Section 10.01, the
Master Servicer shall furnish notice of such election to the Indenture Trustee
not later than 20 days prior to the Redemption Date and shall deposit the
Business Day prior to the Redemption Date with the Indenture Trustee in the
Note Interest Distribution Account and the Principal Distribution Account, as
applicable, the Redemption Price of the Class A Notes, the Class B Notes and
the Class C Notes to be redeemed, whereupon all such Class A Notes, Class B
Notes and Class C Notes shall be due and payable on the Redemption Date upon
the furnishing of a notice complying with Section 10.02 to each Holder of the
Class A Notes, the Class B Notes, and the Class C Notes.

     Section 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted not later than 10 days
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 or facsimile number appearing in the Note Register.

     All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) the place where such Notes are to be surrendered for payment
     of the Redemption Price (which shall be the office or agency of the
     Issuer to be maintained as provided in Section 3.02);

          (iv) that interest on the Notes shall cease to accrue on the
     Redemption Date; and

          (v) the CUSIP numbers of the Notes.

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

     Section 10.03. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption as required by
Section 10.02 (in the case of


                                      58
<PAGE>

redemption pursuant to Section 10.01), on the Redemption Date become due and
payable at the Redemption Price and (unless the Issuer shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated
for purposes of calculating the Redemption Price.


                                      59
<PAGE>

                                  ARTICLE XI

                                 MISCELLANEOUS

     Section 11.01. Compliance Certificates and Opinions, etc.

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

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

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

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

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

          (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 Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture,
the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.

          (ii) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (i) above, the
     Issuer shall also deliver to the Indenture Trustee an Independent
     Certificate as to the same matters, if the fair value to the Issuer of
     the securities to be so deposited and of all other such securities made
     the basis of any such


                                      60
<PAGE>

     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 one percent of the Outstanding Amount
     of the Notes.

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

          (iv) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (iii) above, the
     Issuer shall also furnish to the Indenture Trustee an Independent
     Certificate as to the same matters if the fair value of the property or
     securities and of all other property, other than property as contemplated
     by clause (v) below, 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 Certificate is less than $25,000 or less than one
     percent of the then Outstanding Amount of the Notes.

          (v) Notwithstanding Section 4.04 or any other provision of this
     Section, the Issuer may, without compliance with the requirements of the
     other provisions of this Section, (A) collect, liquidate, sell or
     otherwise dispose of Receivables and Financed Vehicles 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 11.02. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

     Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
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


                                      61
<PAGE>

representations by, an officer or officers of the Master Servicer, the Seller,
the Depositor, the Issuer or the Administrator, stating that the information
with respect to such factual matters is in the possession of the Master
Servicer, the Seller, the Depositor, the Issuer or the Administrator, unless
such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are
erroneous.

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

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

     Section 11.03. Acts of Noteholders.

     (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided
in this Section.

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

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

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

     Section 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and, if such request,


                                      62
<PAGE>

demand, authorization, direction, notice, consent, waiver or act of
Noteholders is to be made upon, given or furnished to or filed with:

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

          (ii) the Issuer by the Indenture Trustee or by any Noteholder, shall
     be sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: Regions Auto
     Receivables Trust 2002-1, in care of Wachovia Bank of Delaware, National
     Association, as Owner Trustee, One Rodney Square, 920 King Street,
     Wilmington, Delaware 19801, Attention: Corporate Trust Administration, or
     at any other address previously furnished in writing to the Indenture
     Trustee by the Issuer or the Administrator. The Issuer shall promptly
     transmit any notice received by it from the Noteholders to the Indenture
     Trustee.

     Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to (i) in the
case of Moody's, at the following address: Moody's Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, and
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., 55
Water Street, New York, New York 10041, Attention of Asset Backed Surveillance
Department; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

     Section 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Holder's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Noteholders is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have been duly given.

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

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


                                      63
<PAGE>

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

     Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder, that is different from the methods provided for in this Indenture
for such payments or notices. The Issuer will furnish to the Indenture Trustee
a copy of each such agreement and the Indenture Trustee will cause payments to
be made and notices to be given in accordance with such agreements. The
Indenture Trustee shall provide a copy of any request made pursuant to this
Section 11.06 to the Owner Trustee.

     Section 11.07. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 11.08. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors, co-trustees and agents.

     Section 11.09. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

     Section 11.10. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and 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.

     Section 11.11. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.

     Section 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 11.13. Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


                                      64
<PAGE>

     Section 11.14. 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 the expense of the Master Servicer accompanied
by an Opinion of Counsel to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.

     Section 11.15. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer, including the
Depositor, or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity). For all purposes of this Indenture, in the performance
of any duties or obligations of the Issuer hereunder, the Owner Trustee shall
be subject to, and entitled to the benefits of, the terms and provisions of
Article VI, VII and VIII of the Trust Agreement.

     Section 11.16. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the 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, this Indenture or any of the Basic Documents.

     Section 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested; provided,
however, that the Indenture Trustee may only cause the books of the Issuer to
be audited on an annual basis, unless there occurs an Event of Default
hereunder. The Indenture Trustee shall, and shall cause its representatives
to, hold in confidence all such information except to the extent such
information is publicly available or such disclosure may be required by law
(and all reasonable applications for confidential treatment are unavailing)
and except to the extent that the Indenture Trustee may reasonably determine
with the advice of counsel and after consultation with the Issuer that such
disclosure is consistent with its obligations hereunder.

     Section 11.18. 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


                                      65
<PAGE>

Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.

     The provisions of TIA ss.ss. 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 11.19. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Indenture is executed and delivered
by Wachovia Bank of Delaware, National Association, not individually or
personally but solely as Owner Trustee of Regions Auto Receivables Trust
2002-1, in the exercise of the powers and authority conferred and vested in
it, (b) each of the representations, undertakings and agreements herein made
on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wachovia Bank of Delaware,
National Association but is made and intended for the purpose for binding only
the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wachovia Bank of Delaware, National Association, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto and by any Person claiming by, through or under the parties hereto and
(d) under no circumstances shall Wachovia Bank of Delaware, National
Association be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents.


                                   * * * * *

                                      66
<PAGE>

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


                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    by:     /s/ Anita M. Roselli
                                        ------------------------------------
                                        Name:   Anita M. Roselli
                                        Title:  Trust Officer


                                    THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,


                                    by:     /s/ Allison R. Clan
                                        -------------------------------------
                                        Name:   Allison R. Clan
                                        Title:  Assistant Treasurer


                                      67
<PAGE>


STATE OF NEW YORK   }
                    } ss.:
COUNTY OF NEW YORK  }


     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared _________________, a
_________________ of Wachovia Bank of Delaware, National Association, not in
its individual capacity but solely as Owner Trustee of Regions Auto
Receivables Trust 2002-1, a Delaware common law trust (the "Trust") known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said Trust,
and that s/he executed the same as the act of said common law trust for the
purpose and consideration therein expressed, and in the capacities therein
stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of December, 2002.


                          _____________________________________________________
                             Notary Public in and for the State of New York.


My commission expires:

______________________________________________


                                      68
<PAGE>

STATE OF NEW YORK   }
                    } ss.:
COUNTY OF NEW YORK  }


     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared _________________, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of The Bank of New
York, a New York banking corporation, and that s/he executed the same as the
act of said corporation for the purpose and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of December, 2002.


                          _____________________________________________________
                             Notary Public in and for the State of New York.


My commission expires:

______________________________________________



                                      69
<PAGE>

                                                                      SCHEDULE A

                            Schedule of Receivables
                            -----------------------


                     [On file with the Indenture Trustee]


<PAGE>

                                                                    SCHEDULE B

                           Perfection Representation
                           -------------------------

     1. General. The Indenture creates a valid and continuing security
interest (as defined in the UCC) in all of the Issuer's right, title and
interest in and to the Receivables in favor of the Trustee which, (a) is
enforceable upon execution of the Indenture against creditors of and
purchasers from the Issuer as such enforceability may be limited by applicable
debtor relief laws, now or hereafter in effect, and by general principles of
equity (whether considered in a suit at law or in equity), and (b) upon filing
of the financing statements described in clause 4 below will be prior to all
other Liens (other than Liens permitted pursuant to clause 3 below).

     2. Characterization. The Receivables constitute "tangible chattel paper"
within the meaning of UCC Section 9-102. Except with respect to 0.05% of the
aggregate principal balance of the Receivables as of the Cutoff Date, for
which the related Lien Certificates show World Omni named as the original
secured party under such Receivables as the holder of a first priority
security interest in the related Financed Vehicle (which Lien Certificates and
security interests have been validly assigned to the Trust), the Issuer has
taken all steps necessary to perfect its security interest against the Obligor
in the Financed Vehicles securing the Receivables.

     3. Creation. Immediately prior to the conveyance of the Receivables
pursuant to the Indenture, the Issuer owns and has good and marketable title
to, or has a valid security interest in, the Receivables free and clear of any
Lien, claim or encumbrance of any Person.

     4. Perfection. The Issuer has caused or will have caused, within ten days
of the Closing Date, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in
order to perfect the security interest granted to the Indenture Trustee under
the Indenture in the Receivables.

     5. Priority. Other than the security interests granted to the Indenture
Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Receivables,
the Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that includes a description of collateral
covering the Receivables other than any financing statement (i) relating to
the security interests granted to the Indenture Trustee under the Indenture
(ii) that has been terminated, or (iii) that has been granted pursuant to the
terms of the Basic Documents. None of the tangible chattel paper that
constitutes or evidences the Receivables has any marks or notations indicating
that they are pledged, assigned or otherwise conveyed to any Person other than
Indenture Trustee. The Issuer is not aware of any judgment or any tax lien
filing against it.

<PAGE>


                                                                     EXHIBIT A-1

                           [FORM OF CLASS A-1 NOTE]

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
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 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.

     THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
REGIONS BANK OR ANY OF ITS AFFILIATES.

     THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                    A-1-1

<PAGE>

REGISTERED     $________________1

No. R-_____                                                CUSIP NO. 759172 AA 7

                     REGIONS AUTO RECEIVABLES TRUST 2002-1

                      1.435% ASSET BACKED NOTE, CLASS A-1

     WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES
TRUST 2002-1, a common law trust organized and existing under the laws of the
State of Delaware (herein referred to as the "Issuer"), for value received,
hereby promises to pay to ___________________, or registered assigns, the
principal sum of __________ DOLLARS, payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $ [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of
which is $225,000,000 by (ii) the aggregate amount, if any, payable from the
Principal Distribution Account in respect of principal on the Class A-1 Notes
pursuant to Section 3.01 of the Indenture dated as of November 15, 2002 (the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of December 15, 2003 (the "Class A-1 Final Scheduled
Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of
the Indenture. Capitalized terms used but not defined herein are defined in
the Indenture, which also contains rules as to construction that shall be
applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the prior Payment Date (or, in
the case of the first Payment Date, from the Closing Date) to but excluding
such Payment Date. Interest will be computed on the basis of the actual number
of days in the related Interest Period and a 360-day year. Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.

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



_________________
  1 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                    A-1-2


<PAGE>

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

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


<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.

Date:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    By: ________________________________________
                                        Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,



                                    By: ________________________________________
                                        Authorized Signatory




                                    A-1-4

<PAGE>

                           REVERSE OF CLASS A-1 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.435% Asset Backed Notes, Class A-1 (herein called the
"Class A-1 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class B Notes and the Class C Notes (collectively, 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 January 15, 2003.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-1 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-1 Notes shall 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, shall be made by check mailed to the Person whose name
appears as the Registered 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 shall 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 shall 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
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust


                                    A-1-5

<PAGE>

Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in The City of New York.

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

     As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Master Servicer on any Payment Date on or after the date
on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

     As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, 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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
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
the Securities Transfer Agent's 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
Securities Exchange Act of 1934, as amended, 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 subject to certain exceptions set forth
in the Indenture.

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

     Each 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 by
accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Issuer or


                                    A-1-6

<PAGE>

the Depositor, or join in any institution against the Issuer or the Depositor
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, the Indenture or the
other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

     Each Person that acquires a Note shall be required to represent, or in
the case of a Note in book-entry form, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss.2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (ii) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE")
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of an employee benefit plan subject to Similar Law, do not
result in a nonexempt violation of Similar Law. Any attempted or purported
transfer of a Note with respect to which at least one of the foregoing
representations is not true shall be void ab initio.

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


                                    A-1-7

<PAGE>

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wachovia Bank of Delaware, National
Association in its individual capacity, The Bank of New York in its individual
capacity, any owner of a beneficial interest in the Issuer, the Seller, the
Master Servicer, the Depositor, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.



                                    A-1-8

<PAGE>

                                  ASSIGNMENT

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

__________________________________________________

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

______________________________________________________________________________

                        (name and address of assignee)

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

Dated:                                                           */

                             Signature Guaranteed:


                                                                       */


________________________

*/   NOTICE: 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. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in 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
     Securities Exchange Act of 1934, as amended.


                                    A-1-9

<PAGE>


                                                                     EXHIBIT A-2

                           [FORM OF CLASS A-2 NOTE]

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
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 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.

     THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
REGIONS BANK OR ANY OF ITS AFFILIATES.

     THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                     A-2-1

<PAGE>

REGISTERED     $_____________2

No. R-________                                             CUSIP NO. 759172 AB 5

                     REGIONS AUTO RECEIVABLES TRUST 2002-1

                      1.94% ASSET BACKED NOTE, CLASS A-2

     WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES
TRUST 2002-1, a common law trust organized and existing under the laws of the
State of Delaware (herein referred to as the "Issuer"), for value received,
hereby promises to pay to ____________________, or registered assigns, the
principal sum of __________ DOLLARS, payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $ [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of
which is $185,000,000 by (ii) the aggregate amount, if any, payable from the
Principal Distribution Account in respect of principal on the Class A-2 Notes
pursuant to Section 3.01 of the Indenture dated as of November 15, 2002 (the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of May 16, 2005 (the "Class A-2 Final Scheduled Payment
Date") and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Except as otherwise provided in the Indenture, no payments of
principal of the Class A-2 Notes shall be made until the Class A-1 Notes have
been paid in full. Capitalized terms used but not defined herein are defined
in the Indenture, which also contains rules as to construction that shall be
applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such
Payment Date occurs. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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


__________________
  2 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                    A-2-1

<PAGE>

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

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


                                    A-2-3

<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.

Date:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    By: _____________________________________
                                        Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,



                                    By: _____________________________________
                                        Authorized Signatory


                                    A-2-4

<PAGE>


                           REVERSE OF CLASS A-2 NOTE

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.94% Asset Backed Notes, Class A-2 (herein called the
"Class A-2 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class B Notes and the Class C Notes (collectively, 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 only (except as provided in the
Indenture) after the Class A-1 Notes are paid in full and have no Principal
Balance. "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 January
15, 2003.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-2 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-2 Notes shall 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, shall be made by check mailed to the Person whose name
appears as the Registered 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 shall 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 shall 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
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon


                                    A-2-5

<PAGE>

presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

     As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Master Servicer on any Payment Date on or after the date
on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

        As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, 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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
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
the Securities Transfer Agent's 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
Securities Exchange Act of 1934, as amended, 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 subject to certain exceptions set forth
in the Indenture.

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

     Each 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 by
accepting the benefits of the


                                    A-2-6

<PAGE>

Indenture that such Noteholder or Note Owner 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 under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

     Each Person that acquires a Note shall be required to represent, or in
the case of a Note in book-entry form, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss.2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (ii) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE")
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of an employee benefit plan subject to Similar Law, do not
result in a nonexempt violation of Similar Law. Any attempted or purported
transfer of a Note with respect to which at least one of the foregoing
representations is not true shall be void ab initio.


                                    A-2-7

<PAGE>

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

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wachovia Bank of Delaware, National
Association in its individual capacity, The Bank of New York in its individual
capacity, any owner of a beneficial interest in the Issuer, the Seller, the
Master Servicer, the Depositor, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.



                                    A-2-8

<PAGE>

                                  ASSIGNMENT

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

__________________________________________________

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

______________________________________________________________________________

                        (name and address of assignee)

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

Dated:                                                           */

                             Signature Guaranteed:


                                                                       */


________________________

*/   NOTICE: 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. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in 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
     Securities Exchange Act of 1934, as amended.



                                    A-2-9

<PAGE>


                                                                     EXHIBIT A-3

                           [FORM OF CLASS A-3 NOTE]

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
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 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.

     THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
REGIONS BANK OR ANY OF ITS AFFILIATES.

     THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                    A-3-1

<PAGE>

REGISTERED     $_____________3

No. R-________                                             CUSIP NO. 759172 AC 3

                     REGIONS AUTO RECEIVABLES TRUST 2002-1

                      2.63% ASSET BACKED NOTE, CLASS A-3

     WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES
TRUST 2002-1, a common law trust organized and existing under the laws of the
State of Delaware (herein referred to as the "Issuer"), for value received,
hereby promises to pay to ____________________, or registered assigns, the
principal sum of __________ DOLLARS, payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $ [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of
which is $235,000,000 by (ii) the aggregate amount, if any, payable from the
Principal Distribution Account in respect of principal on the Class A-3 Notes
pursuant to Section 3.01 of the Indenture dated as of November 15, 2002 (the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of January 16, 2007 (the "Class A-3 Final Scheduled
Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of
the Indenture. Except as otherwise provided in the Indenture, no payments of
principal of the Class A-3 Notes shall be made until the Class A-1 Notes and
the Class A-2 Notes have been paid in full. Capitalized terms used but not
defined herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such
Payment Date occurs. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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


_________________
  3 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                    A-3-2

<PAGE>

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

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


                                    A-3-3

<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.

Date:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    By: ____________________________________
                                        Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,



                                    By: ____________________________________
                                        Authorized Signatory



                                    A-3-4

<PAGE>

                           REVERSE OF CLASS A-3 NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.63% Asset Backed Notes, Class A-3 (herein called the
"Class A-3 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class B Notes and the Class C Notes (collectively, 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 only (except as provided in the
Indenture) after the Class A-1 Notes and the Class A-2 Notes are paid in full
and have no Principal Balance. "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 January 15, 2003.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-3 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-3 Notes shall 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, shall be made by check mailed to the Person whose name
appears as the Registered 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 shall 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 shall 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
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior



                                    A-3-5

<PAGE>

to such Payment Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

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

     As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Master Servicer on any Payment Date on or after the date
on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

     As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, 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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
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
the Securities Transfer Agent's 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
Securities Exchange Act of 1934, as amended, 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 subject to certain exceptions set forth
in the Indenture.

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


                                    A-3-6

<PAGE>

     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 by
accepting the benefits of the Indenture that such Noteholder or Note Owner
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 under any
United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the other Basic
Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

     Each Person that acquires a Note shall be required to represent, or in
the case of a Note in book-entry form, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss.2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (ii) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE")
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of an employee benefit plan subject to Similar Law, do not
result in a nonexempt violation of Similar Law. Any attempted or purported
transfer of a Note with respect to which at least one of the foregoing
representations is not true shall be void ab initio.


                                    A-3-7

<PAGE>

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

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wachovia Bank of Delaware, National
Association in its individual capacity, The Bank of New York in its individual
capacity, any owner of a beneficial interest in the Issuer, the Seller, the
Master Servicer, the Depositor, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                    A-3-8

<PAGE>


                                  ASSIGNMENT

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

__________________________________________________

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

______________________________________________________________________________

                        (name and address of assignee)

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

Dated:                                                           */

                             Signature Guaranteed:


                                                                       */


________________________

*/   NOTICE: 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. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in 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
     Securities Exchange Act of 1934, as amended.


                                    A-3-9

<PAGE>

                                                                     EXHIBIT A-4


                           [FORM OF CLASS A-4 NOTE]

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
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 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.

     THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
REGIONS BANK OR ANY OF ITS AFFILIATES.

     THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                    A-4-1

<PAGE>


REGISTERED $_____________4

No. R-________                                             CUSIP NO. 759172 AD 1

                     REGIONS AUTO RECEIVABLES TRUST 2002-1

                      3.26% ASSET BACKED NOTE, CLASS A-4

     WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES
TRUST 2002-1, a common law trust organized and existing under the laws of the
State of Delaware (herein referred to as the "Issuer"), for value received,
hereby promises to pay to ____________________, or registered assigns, the
principal sum of __________ DOLLARS, payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $ [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of
which is $113,000,000 by (ii) the aggregate amount, if any, payable from the
Principal Distribution Account in respect of principal on the Class A-4 Notes
pursuant to Section 3.01 of the Indenture dated as of November 15, 2002 (the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of May 15, 2009 (the "Class A-4 Final Scheduled Payment
Date") and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Except as otherwise provided in the Indenture, no payments of
principal of the Class A-4 Notes shall be made until the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes have been paid in full. Capitalized
terms used but not defined herein are defined in the Indenture, which also
contains rules as to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such
Payment Date occurs. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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


________________
  4 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                    A-4-2

<PAGE>


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

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


                                    A-4-3

<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.

Date:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    By: ___________________________________
                                        Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,



                                    By: ___________________________________
                                        Authorized Signatory


                                    A-4-4

<PAGE>


                           REVERSE OF CLASS A-4 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.26% Asset Backed Notes, Class A-4 (herein called the
"Class A-4 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-4 Notes will be payable on each Payment Date in
an amount described on the face hereof only (except as provided in the
Indenture) after the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes are paid in full and have no Principal Balance. "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 January 15, 2003.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-4 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro rata to the Class A-4
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, shall be made by check mailed to the Person whose name
appears as the Registered 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 shall 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 shall 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
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon



                                    A-4-5

<PAGE>

presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

     The Issuer shall pay interest on overdue installments of interest at the
Class A-4 Rate to the extent lawful.

     As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Master Servicer on any Payment Date on or after the date
on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

     As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, 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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
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
the Securities Transfer Agent's 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
Securities Exchange Act of 1934, as amended, 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 subject to certain exceptions set forth
in the Indenture.

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

     Each 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 by
accepting the benefits of the


                                    A-4-6

<PAGE>

Indenture that such Noteholder or Note Owner 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 under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

     Each Person that acquires a Note shall be required to represent, or in
the case of a Note in book-entry form, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss.2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (ii) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE")
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of an employee benefit plan subject to Similar Law, do not
result in a nonexempt violation of Similar Law. Any attempted or purported
transfer of a Note with respect to which at least one of the foregoing
representations is not true shall be void ab initio.



                                    A-4-7

<PAGE>

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

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wachovia Bank of Delaware, National
Association in its individual capacity, The Bank of New York in its individual
capacity, any owner of a beneficial interest in the Issuer, the Seller, the
Master Servicer, the Depositor, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.



                                    A-4-8

<PAGE>

                                  ASSIGNMENT

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

__________________________________________________

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

______________________________________________________________________________

                        (name and address of assignee)

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

Dated:                                                           */

                             Signature Guaranteed:


                                                                       */


________________________

*/   NOTICE: 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. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in 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
     Securities Exchange Act of 1934, as amended.


                                    A-4-9

<PAGE>


                                                                       EXHIBIT B

                            [FORM OF CLASS B NOTE]

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
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 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.

     THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
REGIONS BANK OR ANY OF ITS AFFILIATES.

     THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                     B-1
<PAGE>

REGISTERED     $_____________5

No. R-________                                             CUSIP NO. 759172 AE 9

                     REGIONS AUTO RECEIVABLES TRUST 2002-1

                       3.24% ASSET BACKED NOTE, CLASS B

     WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES
TRUST 2002-1, a common law trust organized and existing under the laws of the
State of Delaware (herein referred to as the "Issuer"), for value received,
hereby promises to pay to ____________________, or registered assigns, the
principal sum of __________ DOLLARS, payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $ [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of
which is $22,000,000 by (ii) the aggregate amount, if any, payable from the
Principal Distribution Account in respect of principal on the Class B Notes
pursuant to Section 3.01 of the Indenture dated as of November 15, 2002 (the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of May 15, 2009 (the "Class B Final Scheduled Payment
Date") and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Payments of principal of the Class B Notes shall be subordinated to
the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
A-4 Notes to the extent set forth in the Indenture. Capitalized terms used but
not defined herein are defined in the Indenture, which also contains rules as
to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such
Payment Date occurs. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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

___________________
  5 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                     B-2
<PAGE>

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

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


                                     B-3
<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.

Date:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    By: ___________________________________
                                        Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,



                                    By: ___________________________________
                                        Authorized Signatory


                                     B-4
<PAGE>

                            REVERSE OF CLASS B NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.24% Asset Backed Notes, Class B (herein called the "Class
B Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class B Notes are subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class B Notes and the Class C Notes (collectively, the "Notes")
are and will be secured by the collateral pledged as security therefor as
provided in the Indenture. The Class B Notes are subordinated in right of
payment to the Class A Notes as and to the extent provided in the Indenture.

     Principal of the Class B Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes are paid in
full and have no Principal Balance. "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 January 15, 2003.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class B Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing at least a majority of the Outstanding Amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class B Notes shall be made pro rata to the Class B 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, shall be made by check mailed to the Person whose name
appears as the Registered 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 shall 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 shall 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
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon


                                     B-5
<PAGE>

presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

     The Issuer shall pay interest on overdue installments of interest at the
Class B Rate to the extent lawful.

     As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Master Servicer on any Payment Date on or after the date
on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

     As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, 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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
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
the Securities Transfer Agent's 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
Securities Exchange Act of 1934, as amended, 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 subject to certain exceptions set forth
in the Indenture.

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

     Each 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 by
accepting the benefits of the


                                     B-6
<PAGE>

Indenture that such Noteholder or Note Owner 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 under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

     Each Person that acquires a Note shall be required to represent, or in
the case of a Note in book-entry form, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss.2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (ii) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE")
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of an employee benefit plan subject to Similar Law, do not
result in a nonexempt violation of Similar Law. Any attempted or purported
transfer of a Note with respect to which at least one of the foregoing
representations is not true shall be void ab initio.


                                     B-7
<PAGE>

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

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wachovia Bank of Delaware, National
Association in its individual capacity, The Bank of New York in its individual
capacity, any owner of a beneficial interest in the Issuer, the Seller, the
Master Servicer, the Depositor, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                     B-8
<PAGE>

                                  ASSIGNMENT

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

__________________________________________________

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

______________________________________________________________________________

                        (name and address of assignee)

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

Dated:                                                           */

                             Signature Guaranteed:


                                                                       */


________________________

*/   NOTICE: 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. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in 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
     Securities Exchange Act of 1934, as amended.



                                     B-9
<PAGE>

                                                                       EXHIBIT C

                            [FORM OF CLASS C NOTE]

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
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 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.

     THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
REGIONS BANK OR ANY OF ITS AFFILIATES.

     THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                     C-1
<PAGE>

REGISTERED     $_____________6

No. R-________                                             CUSIP NO. 759172 AF 6

                     REGIONS AUTO RECEIVABLES TRUST 2002-1

                       4.81% ASSET BACKED NOTE, CLASS C

     WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, ACTING NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF REGIONS AUTO RECEIVABLES
TRUST 2002-1, a common law trust organized and existing under the laws of the
State of Delaware (herein referred to as the "Issuer"), for value received,
hereby promises to pay to ____________________, or registered assigns, the
principal sum of __________ DOLLARS, payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $ [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of
which is $20,000,000 by (ii) the aggregate amount, if any, payable from the
Principal Distribution Account in respect of principal on the Class C Notes
pursuant to Section 3.01 of the Indenture dated as of November 15, 2002 (the
"Indenture"), between the Issuer and The Bank of New York, a New York banking
corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of May 15, 2009 (the "Class C Final Scheduled Payment
Date") and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Payments of principal of the Class C Notes shall be subordinated to
the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class B Notes to the extent set forth in the Indenture.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such
Payment Date occurs. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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

________________
  6 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                     C-2
<PAGE>

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

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


                                     C-3
<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.

Date:

                                    WACHOVIA BANK OF DELAWARE, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Owner Trustee of
                                    REGIONS AUTO RECEIVABLES TRUST 2002-1

                                    By: ____________________________________
                                        Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE BANK OF NEW YORK, not in its individual
                                    capacity but solely as Indenture Trustee,



                                    By: ____________________________________
                                        Authorized Signatory



                                     C-4
<PAGE>

                            REVERSE OF CLASS C NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4.81% Asset Backed Notes, Class C (herein called the "Class
C Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class C Notes are subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class B Notes and the Class C Notes (collectively, the "Notes")
are and will be secured by the collateral pledged as security therefor as
provided in the Indenture. The Class C Notes are subordinated in right of
payment to the Class A Notes and the Class B Notes as and to the extent
provided in the Indenture.

     Principal of the Class C Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes are paid in
full and have no Principal Balance. "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 January 15, 2003.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class C Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing at least a majority of the Outstanding Amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class C Notes shall be made pro rata to the Class C 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, shall be made by check mailed to the Person whose name
appears as the Registered 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 shall 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 shall 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
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon


                                     C-5
<PAGE>

presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

     The Issuer shall pay interest on overdue installments of interest at the
Class C Rate to the extent lawful.

     As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Master Servicer on any Payment Date on or after the date
on which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

     As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, 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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
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
the Securities Transfer Agent's 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
Securities Exchange Act of 1934, as amended, 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 subject to certain exceptions set forth
in the Indenture.

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

     Each 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 by
accepting the benefits of the


                                     C-6
<PAGE>

Indenture that such Noteholder or Note Owner 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 under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and
each Note Owner by acceptance of a beneficial interest in a Note), agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

     Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

     Each Person that acquires a Note shall be required to represent, or in
the case of a Note in book-entry form, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss.2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (ii) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE")
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of an employee benefit plan subject to Similar Law, do not
result in a nonexempt violation of Similar Law. Any attempted or purported
transfer of a Note with respect to which at least one of the foregoing
representations is not true shall be void ab initio.


                                     C-7
<PAGE>

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

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wachovia Bank of Delaware, National
Association in its individual capacity, The Bank of New York in its individual
capacity, any owner of a beneficial interest in the Issuer, the Seller, the
Master Servicer, the Depositor, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture or in this Note. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                     C-8
<PAGE>

                                  ASSIGNMENT

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

__________________________________________________

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

______________________________________________________________________________

                        (name and address of assignee)

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

Dated:                                                           */

                             Signature Guaranteed:


                                                                       */


________________________

*/   NOTICE: 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. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in 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
     Securities Exchange Act of 1934, as amended.


                                     C-9