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                                                                     Exhibit 4.1

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                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

                   Class A-1 Floating Rate Asset Backed Notes
                   Class A-2a Floating Rate Asset Backed Notes
                       Class A-2b 1.71% Asset Backed Notes
                   Class A-3a Floating Rate Asset Backed Notes
                       Class A-3b 2.30% Asset Backed Notes
                       Class A-4 2.92% Asset Backed Notes

                                   ----------

                                    INDENTURE

                          Dated as of November 13, 2002

                                   ----------

                         BANK ONE, NATIONAL ASSOCIATION
                                Indenture Trustee

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................2

   SECTION 1.1       DEFINITIONS. ................................................................................2
   SECTION 1.2       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT............................................2

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

   SECTION 2.1       FORM. .......................................................................................3
   SECTION 2.2       EXECUTION, AUTHENTICATION AND DELIVERY.......................................................3
   SECTION 2.3       TEMPORARY NOTES..............................................................................4
   SECTION 2.4       REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES. ...............................4
   SECTION 2.5       MUTILATED, DESTROYED, LOST OR STOLEN NOTES...................................................6
   SECTION 2.6       PERSONS DEEMED NOTEHOLDERS...................................................................6
   SECTION 2.7       PAYMENT OF PRINCIPAL AND INTEREST............................................................7
   SECTION 2.8       CANCELLATION OF NOTES........................................................................8
   SECTION 2.9       RELEASE OF COLLATERAL........................................................................8
   SECTION 2.10      BOOK-ENTRY NOTES.............................................................................8
   SECTION 2.11      NOTICES TO CLEARING AGENCY...................................................................9
   SECTION 2.12      DEFINITIVE NOTES.............................................................................9
   SECTION 2.13      SELLER AS NOTEHOLDER........................................................................10
   SECTION 2.14      TAX TREATMENT...............................................................................10
   SECTION 2.15      SPECIAL TERMS APPLICABLE TO THE PRIVATE NOTES...............................................10

ARTICLE III COVENANTS............................................................................................11

   SECTION 3.1       PAYMENT OF PRINCIPAL AND INTEREST...........................................................11
   SECTION 3.2       MAINTENANCE OF AGENCY OFFICE................................................................11
   SECTION 3.3       MONEY FOR PAYMENTS TO BE HELD IN TRUST......................................................11
   SECTION 3.4       EXISTENCE...................................................................................13
   SECTION 3.5       PROTECTION OF TRUST ESTATE; ACKNOWLEDGMENT OF PLEDGE........................................13
   SECTION 3.6       OPINIONS AS TO TRUST ESTATE. ...............................................................14
   SECTION 3.7       PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES. ......................................14
   SECTION 3.8       NEGATIVE COVENANTS..........................................................................15
   SECTION 3.9       ANNUAL STATEMENT AS TO COMPLIANCE...........................................................16
   SECTION 3.10      CONSOLIDATION, MERGER, ETC., OF ISSUER; DISPOSITION OF TRUST ASSETS.........................16
   SECTION 3.11      SUCCESSOR OR TRANSFEREE.....................................................................18
   SECTION 3.12      NO OTHER BUSINESS...........................................................................19
   SECTION 3.13      NO BORROWING................................................................................19
   SECTION 3.14      GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES...........................................19
   SECTION 3.15      SERVICER'S OBLIGATIONS......................................................................19
   SECTION 3.16      CAPITAL EXPENDITURES........................................................................19
   SECTION 3.17      REMOVAL OF ADMINISTRATOR....................................................................19
   SECTION 3.18      RESTRICTED PAYMENTS.........................................................................19
   SECTION 3.19      NOTICE OF EVENTS OF DEFAULT.................................................................20
   SECTION 3.20      FURTHER INSTRUMENTS AND ACTS................................................................20
   SECTION 3.21      INDENTURE TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND WARRANTY RECEIVABLES.......20
   SECTION 3.22      REPRESENTATIONS AND WARRANTIES BY THE ISSUER TO THE INDENTURE TRUSTEE.......................20

ARTICLE IV SATISFACTION AND DISCHARGE............................................................................21

   SECTION 4.1       SATISFACTION AND DISCHARGE OF INDENTURE.....................................................21
   SECTION 4.2       APPLICATION OF TRUST MONEY..................................................................22
   SECTION 4.3       REPAYMENT OF MONIES HELD BY PAYING AGENT....................................................22
   SECTION 4.4       DURATION OF POSITION OF INDENTURE TRUSTEE...................................................22
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE V DEFAULT AND REMEDIES...................................................................................22

   SECTION 5.1       EVENTS OF DEFAULT...........................................................................22
   SECTION 5.2       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..........................................23
   SECTION 5.3       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE...................24
   SECTION 5.4       REMEDIES; PRIORITIES........................................................................26
   SECTION 5.5       OPTIONAL PRESERVATION OF THE RECEIVABLES....................................................28
   SECTION 5.6       LIMITATION OF SUITS.........................................................................28
   SECTION 5.7       UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST.......................29
   SECTION 5.8       RESTORATION OF RIGHTS AND REMEDIES..........................................................29
   SECTION 5.9       RIGHTS AND REMEDIES CUMULATIVE..............................................................29
   SECTION 5.10      DELAY OR OMISSION NOT A WAIVER..............................................................29
   SECTION 5.11      CONTROL BY NOTEHOLDERS......................................................................29
   SECTION 5.12      WAIVER OF PAST DEFAULTS. ...................................................................30
   SECTION 5.13      UNDERTAKING FOR COSTS.......................................................................30
   SECTION 5.14      WAIVER OF STAY OR EXTENSION LAWS............................................................31
   SECTION 5.15      ACTION ON NOTES.............................................................................31
   SECTION 5.16      PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS..........................................31

ARTICLE VI THE INDENTURE TRUSTEE.................................................................................32

   SECTION 6.1       DUTIES OF INDENTURE TRUSTEE.................................................................32
   SECTION 6.2       RIGHTS OF INDENTURE TRUSTEE.................................................................33
   SECTION 6.3       INDENTURE TRUSTEE MAY OWN NOTES.............................................................34
   SECTION 6.4       INDENTURE TRUSTEE'S DISCLAIMER..............................................................34
   SECTION 6.5       NOTICE OF DEFAULTS..........................................................................34
   SECTION 6.6       REPORTS BY INDENTURE TRUSTEE TO HOLDERS.....................................................35
   SECTION 6.7       COMPENSATION; INDEMNITY. ...................................................................35
   SECTION 6.8       REPLACEMENT OF INDENTURE TRUSTEE............................................................35
   SECTION 6.9       MERGER OR CONSOLIDATION OF INDENTURE TRUSTEE................................................36
   SECTION 6.10      APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE...........................36
   SECTION 6.11      ELIGIBILITY; DISQUALIFICATION...............................................................38
   SECTION 6.12      PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER............................................38
   SECTION 6.13      REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE.........................................38
   SECTION 6.14      INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES............................39
   SECTION 6.15      SUIT FOR ENFORCEMENT........................................................................39
   SECTION 6.16      RIGHTS OF NOTEHOLDERS TO DIRECT INDENTURE TRUSTEE...........................................39

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.......................................................................39

   SECTION 7.1       ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS......................39
   SECTION 7.2       PRESERVATION OF INFORMATION, COMMUNICATIONS TO NOTEHOLDERS..................................40
   SECTION 7.3       REPORTS BY ISSUER...........................................................................40
   SECTION 7.4       REPORTS BY TRUSTEE..........................................................................40

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES................................................................41

   SECTION 8.1       COLLECTION OF MONEY.........................................................................41
   SECTION 8.2       DESIGNATED ACCOUNTS; PAYMENTS...............................................................41
   SECTION 8.3       GENERAL PROVISIONS REGARDING ACCOUNTS.......................................................43
   SECTION 8.4       RELEASE OF TRUST ESTATE.....................................................................43
   SECTION 8.5       OPINION OF COUNSEL..........................................................................44

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................44

   SECTION 9.1       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. ....................................44
   SECTION 9.2       SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.........................................45
   SECTION 9.3       EXECUTION OF SUPPLEMENTAL INDENTURES. ......................................................46
   SECTION 9.4       EFFECT OF SUPPLEMENTAL INDENTURE............................................................47
   SECTION 9.5       CONFORMITY WITH TRUST INDENTURE ACT.........................................................47
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
   SECTION 9.6       REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES...............................................47

ARTICLE X REDEMPTION OF NOTES....................................................................................47

   SECTION 10.1      REDEMPTION..................................................................................47
   SECTION 10.2      FORM OF REDEMPTION NOTICE. .................................................................47
   SECTION 10.3      NOTES PAYABLE ON REDEMPTION DATE............................................................48

ARTICLE XI MISCELLANEOUS.........................................................................................48

   SECTION 11.1      COMPLIANCE CERTIFICATES AND OPINIONS, ETC...................................................48
   SECTION 11.2      FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE............................................50
   SECTION 11.3      ACTS OF NOTEHOLDERS.........................................................................51
   SECTION 11.4      NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING AGENCIES.............................51
   SECTION 11.5      NOTICES TO NOTEHOLDERS; WAIVER..............................................................52
   SECTION 11.6      ALTERNATE PAYMENT AND NOTICE PROVISIONS.....................................................52
   SECTION 11.7      CONFLICT WITH TRUST INDENTURE ACT...........................................................52
   SECTION 11.8      EFFECT OF HEADINGS AND TABLE OF CONTENTS....................................................53
   SECTION 11.9      SUCCESSORS AND ASSIGNS. ....................................................................53
   SECTION 11.10     SEVERABILITY................................................................................54
   SECTION 11.11     BENEFITS OF INDENTURE.......................................................................54
   SECTION 11.12     LEGAL HOLIDAYS..............................................................................54
   SECTION 11.13     GOVERNING LAW...............................................................................54
   SECTION 11.14     COUNTERPARTS................................................................................54
   SECTION 11.15     RECORDING OF INDENTURE......................................................................54
   SECTION 11.16     NO RECOURSE.................................................................................54
   SECTION 11.17     NO PETITION.................................................................................55
   SECTION 11.18     INSPECTION..................................................................................55
   SECTION 11.19     INDEMNIFICATION BY AND REIMBURSEMENT OF THE SERVICER........................................55
</TABLE>

Exhibit A    -   Location of Schedule of Receivables

Exhibit B    -   Form of Note Depository Agreement

Exhibit C-1  -   Form of Fixed Rate Class A-2b, Class A-3b and Class A-4 Asset
                 Backed Note

Exhibit C-2  -   Form of Floating Rate Class A-2a, and Class A-3a, Asset Backed
                 Note

Exhibit C-3  -   Form of Floating Rate Class A-1 Asset Backed Note

Exhibit D        Rule 144A Certificate

                                       iii

<PAGE>

          THIS INDENTURE, dated as of November 13, 2002, between CAPITAL AUTO
RECEIVABLES ASSET TRUST 2002-5, a Delaware statutory trust (the "Issuer"), and
BANK ONE, NATIONAL ASSOCIATION, as trustee and not in its individual capacity
(the "Indenture Trustee").

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

                                 GRANTING CLAUSE

          The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as trustee for the benefit of the Secured Parties (only to the extent expressly
provided herein), (a) all right, title and interest of the Issuer in, to and
under the Receivables listed on the Schedule of Receivables and (i) in the case
of Receivables that are Scheduled Interest Receivables, all monies due
thereunder on and after the Cutoff Date and (ii) in the case of Receivables that
are Simple Interest Receivables, all monies received thereon on and after the
Cutoff Date, in each case, exclusive of any amounts allocable to the premium for
physical damage insurance force-placed by GMAC, as servicer of the Receivables,
covering any related Financed Vehicle; (b) the interest of the Issuer in the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and, where permitted by law, any accessions thereto; (c) except for
those Receivables generated in Wisconsin, the interest of the Issuer in any
proceeds from claims on any physical damage, credit life, credit disability or
other insurance policies covering Financed Vehicles or Obligors; (d) the
interest of the Issuer in any proceeds from recourse against Dealers on the
Receivables; (e) all right, title and interest in all funds on deposit from time
to time in the Collection Account, the Note Distribution Account, the
Certificate Distribution Account; (f) all right, title and interest of the
Issuer in, to and under the Trust Sale and Servicing Agreement and any other
Further Transfer and Servicing Agreements, including all rights of the Seller
under the Pooling and Servicing Agreement and the Custodian Agreement assigned
to the Issuer pursuant to the Trust Sale and Servicing Agreement; (g) all right,
title and interest of the Issuer in, to and under any Third Party Instrument;
and (h) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all the
foregoing, including all proceeds of the conversion of any or all of the
foregoing, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, investment
property, general intangibles, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

          The foregoing Grant is made in trust to secure the Secured Obligations
and the payment of the Certificate Balance and interest on, and any other
amounts owing in respect of, the Certificates, equally and ratably without
prejudice, priority or distinction, and to secure compliance with the provisions
of this Indenture, all as provided in this Indenture. This Indenture constitutes
a security agreement under the UCC.

<PAGE>

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

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" means the Indenture Trustee.

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

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

                                        2

<PAGE>

                                   ARTICLE II
                                    THE NOTES

          SECTION 2.1  Form.

               (a) Each of the Class A-2b, the Class A-3b and the Class A-4
Notes, together, in each case, with the Indenture Trustee's certificate of
authentication, shall be substantially in the form set forth in Exhibit C-1,
each of the Class A-2a and the Class A-3a Notes, together, with the Indenture
Trustee's certificate of authentication, shall be substantially in the form set
forth in Exhibit C-2, and the Class A-1 Notes with the Indenture Trustee's
certificate of authentication, shall be substantially in the form set forth in
Exhibit C-3, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and each such Note may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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

               (c) The terms of each class of Notes as provided for in Exhibits
C-1, C-2 and C-3, hereto are part of the terms of this Indenture.

          SECTION 2.2  Execution, Authentication and Delivery.


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

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

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

               (d) The Indenture Trustee, in exchange for the Grant of the
Receivables and the other components of the Trust, simultaneously with the Grant
to the Indenture Trustee of the Receivables, and the constructive delivery to
the Indenture Trustee of the Receivables Files and the other components and
assets of the Trust, shall cause to be authenticated and delivered to or upon
the order of the Issuer, Notes for original issue in aggregate principal amount
of $3,416,118,000 comprised of (i) Class A-1 Notes in the aggregate principal
amount of

                                        3

<PAGE>

$485,000,000 (ii) Class A-2a Notes in the aggregate principal amount of
$1,035,000,000 (iii) Class A-2b Notes in the aggregate principal amount of
$325,000,000 (iv) Class A-3a Notes in the aggregate principal amount of
$600,000,000 (v) Class A-3b Notes in the aggregate principal amount of
$260,000,000 and (vi) Class A-4 Notes in the aggregate principal amount of
$711,118,000. The aggregate principal amount of all Notes outstanding at any
time may not exceed $3,416,118,000 except as provided in Section 2.5.

               (e) No Notes shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Note a certificate of authentication substantially in the form set forth in
Exhibit C-1, Exhibit C-2, or Exhibit C-3, as applicable, executed by the
Indenture Trustee by the manual signature of one of its Authorized Officers, 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 2.3  Temporary Notes.

               (a) Pending the preparation of Definitive Notes, if any, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee
shall authenticate and deliver, such Temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
as are consistent with the terms of this Indenture as the officers executing
such Notes may determine, as evidenced by their execution of such Notes.

               (b) If Temporary Notes are issued, the Issuer shall cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the Temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the Temporary Notes at the Agency Office of
the Issuer to be maintained as provided in Section 3.2, without charge to the
Noteholder. Upon surrender for cancellation of any one or more Temporary Notes,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so delivered in exchange, the Temporary Notes
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.

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

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

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

                                        4

<PAGE>

reasonable times and to obtain copies thereof. The Indenture Trustee shall have
the right to rely upon a certificate executed on behalf of the Note Registrar by
an Executive Officer thereof as to the names and addresses of the Noteholders
and the principal amounts and number of such Notes.

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

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

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

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

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

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

                                        5

<PAGE>

          SECTION 2.5  Mutilated, Destroyed, Lost or Stolen Notes.

               (a) If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of notice to
the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a bona fide purchaser, the Issuer shall execute and upon the
Issuer's request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of a like class and aggregate principal amount; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall
have been called for redemption, instead of issuing a replacement Note, the
Issuer may make payment to the Holder of such destroyed, lost or stolen Note
when so due or payable or upon the Redemption Date, if applicable, without
surrender thereof.

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

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

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

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

          SECTION 2.6  Persons Deemed Noteholders. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the Noteholder for
the purpose of receiving payments of principal of and interest on such Note and
for all other purposes whatsoever, whether or not such Note be

                                        6

<PAGE>

overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

          SECTION 2.7  Payment of Principal and Interest.

               (a) Interest on each class of Notes shall accrue in the manner
set forth in Exhibit C-1 Exhibit C-2, and Exhibit C-3, as applicable for such
class, at the applicable Interest Rate for such class and will be due and
payable on each Distribution Date in accordance with the priorities set forth in
Section 8.2(c). Any instalment of interest payable on any Note shall be
punctually paid or duly provided for by a deposit by or at the direction of the
Issuer into the Note Distribution Account on the applicable Distribution Date
and shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the applicable Record Date, by check mailed
first-class, postage prepaid to such Person's address as it appears on the Note
Register on such Record Date; provided, however, that, unless and until
Definitive Notes have been issued pursuant to Section 2.12, with respect to
Notes registered on the applicable Record Date in the name of the Note
Depository (initially, Cede & Co.), payment shall be made by wire transfer in
immediately available funds to the account designated by the Note Depository;
provided, further, that with respect to any Private Notes, upon written request
of the Holder thereof, payment shall be made by wire transfer of immediately
available funds to the account designated by such Holder until further written
notice from such Holder.

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

               (c) From and after the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, until

                                        7

<PAGE>

such time as all Events of Default have been cured or waived as provided in
Section 5.2(b), all principal payments shall be allocated pro rata among the
Holders of all of the Notes on the basis of the respective aggregate unpaid
principal balances of Notes held by such Holders.

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

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

          SECTION 2.9  Release of Collateral. The Indenture Trustee shall
release property from the lien of this Indenture other than as permitted by
Sections 3.21, 8.2, 8.4 and 11.1, only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel (to the extent
required by the TIA) and Independent Certificates in accordance with TIA
Sections314(c) and 314(d)(1).

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

                                        8

<PAGE>

Section 2.12. Unless and until the Definitive Notes have been issued to Note
Owners pursuant to Section 2.12:

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


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

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

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

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

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

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

                                        9

<PAGE>

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

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

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

          SECTION 2.15 Special Terms Applicable to the Private Notes. None of
the Private Notes have been or will be registered under the Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any other
jurisdiction. Consequently, the Private Notes are not transferable other than
pursuant to an exemption from the registration requirements of the Securities
Act and satisfaction of certain other provisions specified herein. The Class A-1
Notes or an interest in the Class A-1 Notes are being sold in a private
placement pursuant to Section 4(2) of the Securities Act on the date hereof.
Thereafter, no further sale, pledge or other transfer of any Private Note (or
interest therein) may be made by any person unless either (i) such sale, pledge
or other transfer is made to a "qualified institutional buyer" that executes a
certificate, in the form attached hereto as Exhibit D or otherwise in form and
substance satisfactory to the Indenture Trustee and the Seller, to the effect
that (A) it is a "qualified institutional buyer" as defined under Rule 144A
under the Securities Act, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A under the Securities
Act, and (B) it is aware that the transferor of such Note intends to rely on the
exemption from the registration requirements of the Securities Act provided by
Rule 144A under the Securities Act, or (ii) such sale, pledge or other transfer
is otherwise made in a transaction exempt from the registration requirements of
the Securities Act, in which case (A) the Indenture Trustee shall require that
both the prospective transferor and the prospective transferee certify to the
Indenture Trustee and the Seller in writing the facts surrounding such transfer,
which certification shall be in form and substance satisfactory to the Indenture
Trustee and the Seller, and (B) the Indenture Trustee shall require a written
opinion of counsel (which will not be at the expense of the Seller, the Servicer
or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee
to the effect that such transfer will not violate the Securities Act. Neither
the Seller nor the Indenture Trustee will register any of the Private Notes
under the Securities Act, qualify any of the Private Notes under the securities
laws of any state or provide registration rights to any purchaser or holder
thereof.

                                       10

<PAGE>

               (a) The Private Notes shall be issued in the form of Definitive
Notes and shall be in fully registered form. Sections 2.10, 2.11 and 2.12 of
this Indenture shall not apply to the Private Notes.

               (b) Each Private Note shall bear a legend to the effect set forth
in subsection (a) above.

                                   ARTICLE III
                                    COVENANTS

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

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

          SECTION 3.3  Money for Payments To Be Held in Trust.

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

                                       12

<PAGE>

date of such publication, any unclaimed balance of such money then remaining
shall be paid to the Issuer. The Indenture Trustee may also adopt and employ, at
the expense of the Issuer, any other reasonable means of notification of such
payment (including, but not limited to, mailing notice of such payment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

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

          SECTION 3.5  Protection of Trust Estate; Acknowledgment of Pledge.

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

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

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

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

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

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

                                       13

<PAGE>

               (b) The Indenture Trustee acknowledges the pledge by the Seller
to the Indenture Trustee pursuant to Section 4.07(c) of the Trust Sale and
Servicing Agreement of (i) all of the Seller's right, title and interest in and
to the Reserve Account Property in order to provide for the payment to the
Financial Parties and the Servicer in accordance with Sections 4.06(c) and (d)
of the Trust Sale and Servicing Agreement, to assure availability of the amounts
maintained in the Reserve Account for the benefit of the Financial Parties and
the Servicer and as security for the performance by the Seller of its
obligations under the Trust Sale and Servicing Agreement.

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

          SECTION 3.6  Opinions as to Trust Estate.

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

               (b) On or before August 15 in each calendar year, beginning
August 15, 2004 the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the authorization, execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and security interest created by this Indenture and reciting the details of
such action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the authorization, execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the lien and security interest of this
Indenture until August 15 in the following calendar year.

          SECTION 3.7  Performance of Obligations; Servicing of Receivables.

               (a) The Issuer shall not take any action and shall use its
reasonable efforts not to permit any action to be taken by others that would
release any Person from any of such Person's material covenants or obligations
under any instrument or agreement included in the Trust Estate or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except

                                       14

<PAGE>

as otherwise expressly provided in this Indenture, the Trust Sale and Servicing
Agreement, the Pooling and Servicing Agreement, the Administration Agreement or
such other instrument or agreement.

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

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

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

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

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

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

                                       15

<PAGE>

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

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

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

          SECTION 3.9  Annual Statement as to Compliance. The Issuer shall
deliver to the Indenture Trustee on or before August 15 of each year, beginning
August 15, 2004, an Officer's Certificate signed by an Authorized Officer, dated
as of June 30 of such year, stating that:

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

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

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

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

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

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observance of every agreement and covenant of this Indenture on the part of the
Issuer to be performed or observed, all as provided herein;

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

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

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

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

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

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

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

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

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

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

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

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

                                       17

<PAGE>

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

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

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

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

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

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

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

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

          SECTION 3.11 Successor or Transferee.

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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<PAGE>

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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

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

               (a)  either:

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

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

                          (A) have become due and payable,

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

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

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

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<PAGE>

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

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

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

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

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

                                    ARTICLE V
                              DEFAULT AND REMEDIES

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

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

               (b)  except as set forth in Section 5.1(c), failure to pay any
instalment of the principal of any Note as and when the same becomes due and
payable, and such default

                                       22

<PAGE>

continues unremedied for a period of thirty (30) days after there shall have
been given, by registered or certified mail, to the Servicer by the Indenture
Trustee or to the Servicer and the Indenture Trustee by the Holders of not less
than 25% of the Outstanding Amount of the Notes, a written notice specifying
such default and demanding that it be remedied and stating that such notice is a
"Notice of Default" hereunder; or

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

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

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

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

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

          SECTION 5.2  Acceleration of Maturity; Rescission and Annulment.

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

                                       23

<PAGE>

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

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

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

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

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

               (c)  If an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem
most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise

                                       24

<PAGE>

of any power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by
applicable law.

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

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

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

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

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

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

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<PAGE>

               (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
trial or other Proceedings relative thereto, and any such Proceedings instituted
by the Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
benefit of the Secured Parties in accordance with the priorities set forth in
the Basic Documents.

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

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

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

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

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

                    (iv)  sell the Trust Estate or any portion thereof or rights
or interest therein, at one or more public or private sales called and conducted
in any manner permitted by law or elect to have the Issuer maintain possession
of the Receivables and continue to apply collections on such Receivables as if
there had been no declaration of acceleration; provided, however, that the
Indenture Trustee may not sell or otherwise liquidate the Trust Estate following
an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of
all of the aggregate Outstanding Amount of the Notes consent thereto (and if
such Event of Default results under Section 5.1(d) of this Indenture, the
Holders of Certificates representing all of the

                                       26

<PAGE>

Voting Interests also consent thereto) or (B) the proceeds of such sale or
liquidation distributable to the Noteholders and the Certificateholders are
sufficient to discharge in full the principal of and the accrued interest on the
Notes and an amount in respect of the Certificates equal to (x) the sum of the
Certificate Balance and any Noteholders' Principal Carryover Shortfall or
Certificateholders' Principal Carryover Shortfall and (y) the Certificateholders
Interest Distributable Amount, each at the date of such sale or liquidation or
(C) (x) there has been an Event of Default under Section 5.1(a), (b) or (c) or
otherwise arising from a failure to make a required payment of principal on any
Notes, (y) the Indenture Trustee determines that the Trust Estate will not
continue to provide sufficient funds for the payment of principal of and
interest on the Notes as and when they would have become due if the Notes had
not been declared due and payable, and (z) the Indenture Trustee obtains the
consent of Holders of a majority of the aggregate Outstanding Amount of the
Notes and (ii) 10 days' prior written notice of sale or liquidation has been
given to the Rating Agencies. In determining such sufficiency or insufficiency
with respect to clauses (B) and (C), the Indenture Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

          If the Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each
representing less than a majority of the Outstanding Amount of the Notes, the
Indenture Trustee in its sole discretion may

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<PAGE>

determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture.

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

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

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

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

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

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

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<PAGE>

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

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

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

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

          SECTION 5.12 Waiver of Past Defaults.

               (a)  Prior to the declaration of the acceleration of the maturity
of the Notes as provided in Section 5.2, the Holders of not less than a majority
of the Outstanding Amount of the Notes may waive any past Default or Event of
Default and its consequences except a Default (i) in the payment of principal of
or interest on any of the Notes or (ii) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and
the Noteholders shall be restored to their respective former positions and
rights hereunder; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

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

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

               (a)  any Proceeding instituted by the Indenture Trustee;

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

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<PAGE>

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

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

          SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b).

          SECTION 5.16 Performance and Enforcement of Certain Obligations

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

               (b)  If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Seller, the Servicer or any obligor under a Third Party Instrument under or in
connection with the Trust Sale and Servicing Agreement, the Pooling and
Servicing Agreement or a Third Party

                                       31

<PAGE>

Instrument, including the right or power to take any action to compel or secure
performance or observance by the Seller or the Servicer of each of their
obligations to the Issuer thereunder and to give any consent, request, notice,
direction, approval, extension or waiver under the Trust Sale and Servicing
Agreement, and any right of the Issuer to take such action shall be suspended.

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

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

          SECTION 6.1  Duties of Indenture Trustee.

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

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

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

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

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

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

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

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<PAGE>

                    (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 Section 5.11.

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

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

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

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

          SECTION 6.2  Rights of Indenture Trustee.

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

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

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

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

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

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<PAGE>

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

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

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

               (i)  The rights, privileges, protections, immunities and benefits
given to the Indenture Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Indenture Trustee
in each of its capacities hereunder.

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

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

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

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<PAGE>

          SECTION 6.6  Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder the information and documents set forth
in Article VII, and, in addition, all such information with respect to the Notes
as may be required to enable such Holder to prepare its federal and state income
tax returns.

          SECTION 6.7  Compensation; Indemnity.

               (a)  The Issuer shall cause the Servicer pursuant to Section 3.09
of the Pooling and Servicing Agreement to pay to the Indenture Trustee from time
to time reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall cause the Servicer pursuant to Section 3.09 of
the Pooling and Servicing Agreement to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, external counsel, accountants and
experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee
in accordance with Section 6.01 of the Trust Sale and Servicing Agreement.

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

          SECTION 6.8  Replacement of Indenture Trustee.

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

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

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

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

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

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

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<PAGE>

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

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

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

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

          SECTION 6.9  Merger or Consolidation of Indenture Trustee.

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

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

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

               (a)  Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust

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<PAGE>

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

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

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

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

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

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

               (d)  Any separate trustee or co-trustee may at any time
constitute the Indenture Trustee, its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Indenture on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the

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Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

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

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

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

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

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

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

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

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

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

          SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur
and be continuing, the Indenture Trustee, in its discretion may, subject to the
provisions of Section 6.1, proceed to protect and enforce its rights and the
rights of the Noteholders under this Indenture by Proceeding whether for the
specific performance of any covenant or agreement contained in this Indenture or
in aid of the execution of any power granted in this Indenture or for the
enforcement of any other legal, equitable or other remedy as the Indenture
Trustee, being advised by counsel, shall deem most effectual to protect and
enforce any of the rights of the Indenture Trustee or the Noteholders.

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

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

          SECTION 7.1  Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer shall furnish or cause to be furnished by the
Servicer to the Indenture Trustee (a) not more than five days before each
Distribution Date a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders of Notes as of the close of
business on the related Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within 14 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is

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<PAGE>

furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.

          SECTION 7.2  Preservation of Information, Communications to
Noteholders.

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

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

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

          SECTION 7.3  Reports by Issuer.

               (a)  The Issuer shall:

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

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

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

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

          SECTION 7.4  Reports by Trustee.

               (a)  If required by TIA Section 313(a),within 60 days after each
October 15th, beginning with October 15, 2003, the Indenture Trustee shall mail
to each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The

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<PAGE>

Indenture Trustee also shall comply with TIA Section 313(b). A copy of any
report delivered pursuant to this Section 7.4(a) shall, at the time of its
mailing to Noteholders, be filed by the Indenture Trustee with the Commission
and each stock exchange, if any, on which the Notes are listed. The Issuer shall
notify the Indenture Trustee if and when the Notes are listed on any stock
exchange.

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

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

          SECTION 8.1  Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture and the Trust
Sale and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in this Indenture. Except as otherwise expressly
provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Trust
Estate, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.

          SECTION 8.2  Designated Accounts; Payments.

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

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

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

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<PAGE>

                    (i)   The Aggregate Noteholders' Interest Distributable
Amount shall be applied to each class of Notes, or in the case of the Class A-2
Notes and the Class A-3 Notes, to each tranche, in an amount equal to the sum of

                          (A) the Noteholders' Interest Distributable Amount for
          such class of Notes or such tranche of the Class A-2 Notes and the
          Class A-3 Notes for such Distribution Date plus

                          (B) if there was any Noteholders' Interest Carryover
          Shortfall as of the close of the immediately preceding Distribution
          Date, a pro rata portion thereof determined on the basis of the amount
          of interest that was to be applied to such class or such tranche of
          the Class A-2 Notes and the Class A-3 Notes on such preceding
          Distribution Date;

provided, however, that if there are not sufficient funds in the Note
Distribution Account to so apply the entire Aggregate Noteholders' Interest
Distributable Amount, the amount available in the Note Distribution Account for
such purpose shall be applied to each class of Notes, or in the case of the
Class A-2 Notes and the Class A-3 Notes, to each tranche, pro rata on the basis
of the respective amount otherwise to be applied to such class or tranche
pursuant to this clause (i). The amount so applied to each class of Notes, or in
the case of the Class A-2 Notes and the Class A-3 Notes, to each tranche, shall
be paid to the Holders thereof on such Distribution Date.

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

                              (1) first, to the Class A-1 Notes, until the
                       Outstanding Amount of the Class A-1 Notes is reduced to
                       zero;

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

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

                              (4) fourth, to the Class A-4 Notes, until the
                       Outstanding Amount of the Class A-4 Notes is reduced to
                       zero.

                    (iii) If the Notes have been declared immediately due and
payable following an Event of Default as provided in Section 5.2, until such
time as all Events of Default have been cured or waived as provided in Section
5.2(b), any amounts remaining in the Note Distribution Account after the
applications described in Section 8.2(c)(i) and any amounts then on deposit or
deposited into the Note Distribution Account thereafter shall be applied in
accordance with Section 2.7(c).

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<PAGE>

          SECTION 8.3  General Provisions Regarding Accounts

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

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

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

          SECTION 8.4  Release of Trust Estate.

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

               (b)  The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
6.7 have been paid and all amounts owing under each Third Party Instrument have
been paid, release any remaining portion of the Trust Estate that secured the
Notes and the other Secured Obligations from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on
deposit in the Designated Accounts. The Indenture Trustee shall release property
from the lien of

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<PAGE>

this Indenture pursuant to this Section 8.4(b) only upon receipt by it of an
Issuer Request and an Officer's Certificate, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

          SECTION 8.5  Opinion of Counsel. The Indenture Trustee shall receive
at least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require as a condition to such action, an
Opinion of Counsel and a Materiality Opinion, 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
shall not materially and adversely impair the security for the Secured
Obligations or the rights of the Secured Parties in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
and Materiality Opinion shall not be required to express an opinion as to the
fair value of the Trust Estate. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1  Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

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<PAGE>

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

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

                    (vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the TIA or under any similar federal statute hereafter
enacted and to add to this Indenture such other provisions as may be expressly
required by the TIA, and the Indenture Trustee is hereby authorized to join in
the execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations that may be therein contained.

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

          SECTION 9.2  Supplemental Indentures With Consent of Noteholders.

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

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

                    (ii)  reduce the percentage of the Outstanding Amount of the
Notes, the consent of the Holders of which is required for any such supplemental
indenture, or the consent

                                       45

<PAGE>

of the Holders of which is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences as provided for in this Indenture;

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


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

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

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

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

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

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

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

          SECTION 9.3  Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,

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<PAGE>

an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

          SECTION 9.4  Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer and the Noteholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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

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

                                    ARTICLE X
                               REDEMPTION OF NOTES

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

          SECTION 10.2 Form of Redemption Notice. (a) Notice of redemption of
the Redeemable Notes under Section 10.1 shall be given by the Indenture Trustee
by first-class mail,

                                       47

<PAGE>

postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Noteholder of Redeemable Notes of record at such
Noteholder's address appearing in the Note Register.

               (a) All notices of redemption shall state:

                   (i)   the Redemption Date;

                   (ii)  the applicable Redemption Price; and

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

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

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

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1 Compliance Certificates and Opinions, etc.

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

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

                                       48

<PAGE>

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

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

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

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

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

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

                   (iv)  Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signatory thereof as to the matters described in clause (b)(iii) above, the
Issuer shall also furnish to the Indenture Trustee an Independent Certificate as
to the same matters if the fair value of the property or securities and of all
other property, other than Warranty Receivables, Administrative Receivables and
Liquidating Receivables, or securities released from the lien of this Indenture
since the commencement of the then current calendar year, as set forth in the
certificates required by clause (b)(iii) above and this

                                       49

<PAGE>

clause (b)(iv), equals 10% or more of the Outstanding Amount of the Notes, but
such certificate need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related Officer's
Certificate is less than $25,000 or less than one percent of the then
Outstanding Amount of the Notes.

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

          SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

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

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

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

                                       50

<PAGE>

          SECTION 11.3 Acts of Noteholders.

               (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders or a class of Noteholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Noteholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

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

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

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

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

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

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

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

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

                                       51

<PAGE>

          SECTION 11.5 Notices to Noteholders; Waiver.

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

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

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

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

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

          SECTION 11.7 Conflict with Trust Indenture Act.

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

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

                                       52

<PAGE>

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

          SECTION 11.9 Successors and Assigns.

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

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

                                       53

<PAGE>

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

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

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

          SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE 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 SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

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

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

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

               (c) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, the Seller or any other

                                       54

<PAGE>

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

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

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

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

                                    * * * * *

                                       55

<PAGE>

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

                                 CAPITAL AUTO RECEIVABLES ASSET
                                 TRUST 2002-5

                                 By: DEUTSCHE BANK TRUST COMPANY
                                     DELAWARE, not in its individual capacity
                                     but solely as Owner Trust


                                 By:
                                     -----------------------------------------
                                 Name:  Man Wing Li
                                 Title: Attorney-In-Fact


                                 BANK ONE, NATIONAL ASSOCIATION,
                                 not in its individual capacity but solely as
                                 Indenture Trustee,

                                 By:
                                     -----------------------------------------
                                 Name:  Keith R. Richardson
                                 Title: Vice President

<PAGE>

STATE OF ILLINOIS         )
                          ) ss
COUNTY OF COOK            )

          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Man Wing Li, known to me to be
the person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said Capital Auto
Receivables Asset Trust 2002-5, a Delaware statutory trust, and that she
executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 13th day of November,
2002.

                                 -----------------------------------------------
                                 Notary Public in and for the State of Illinois

My commission expires:

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

<PAGE>

STATE OF ILLINOIS          )
                           ) ss
COUNTY OF COOK             )

          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Keith R. Richardson, 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 Bank
One, National Association, and that he executed the same as the act of said
national banking association for the purpose and consideration therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 13th day of November,
2002.

                                 -----------------------------------------------
                                 Notary Public in and for the State of Illinois

My commission expires:

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

<PAGE>
                                                                       EXHIBIT A
                                   LOCATION OF
                             SCHEDULE OF RECEIVABLES

          The Schedule of Receivables on file at the offices of:

          1.   The Indenture Trustee

          2.   The Owner Trustee

          3.   General Motors Acceptance Corporation

          4.   Capital Auto Receivables, Inc.

<PAGE>

                                                                       EXHIBIT B

                        FORM OF NOTE DEPOSITORY AGREEMENT

<PAGE>

                                                                     EXHIBIT C-1

      FORM OF [CLASS A-2b] [Class A-3b] [CLASS A-4] FIXED RATE ASSET BACKED
                                      NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

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

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

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

            [CLASS A-2b] [Class A-3b] [CLASS A-4] ASSET BACKED NOTES

          CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
payable in accordance with the Indenture (as defined on the reverse side of this
Note), on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction, the numerator of which is the initial principal
amount hereof and the denominator of which is aggregate initial principal amount
for such [Class A-2b] [Class A-3b] [Class A-4] Notes by (ii) the aggregate
amount, if any, payable on such Distribution Date from the Note Distribution
Account in respect of principal on the [Class A-2b] [Class A-3b] [Class A-4]
Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on ___________ (the "Final Scheduled Distribution Date"). The Issuer
shall pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for
payment on the principal amount of this Note

                                      C-1-1

<PAGE>

outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date (or, for the
initial Distribution Date, the outstanding principal balance on the Closing
Date)). Interest on the [Class A-2b] [Class A-3b] [Class A-4] Notes will accrue
from and including the Closing Date, and will be payable on each Distribution
Date in an amount equal to the Noteholders' Interest Distributable Amount for
such Distribution Date for the [Class A-2b] [Class A-3b] [Class A-4] Notes.
Interest will be computed on the basis of a 360-day year of twelve 30-day months
(or, in the case of the initial Distribution Date, 35/360). Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof. All interest payments on each class of Notes on any Distribution Date
shall be made pro rata to the Noteholders of such class entitled thereto.

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

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

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

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

Date:  November 13, 2002
                                  CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

                                  By:   DEUTSCHE BANK TRUST COMPANY
                                        DELAWARE, not in its individual capacity
                                        but solely as Owner Trustee


                                  By:
                                     -------------------------------------------
                                  Name:  Man Wing Li
                                  Title: Attorney-In-Fact

                                      C-1-2

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

                              BANK ONE, NATIONAL ASSOCIATION, not in its
                              individual capacity but solely as Indenture
                              Trustee

                              By:
                                 ---------------------------------------
                              Name:  Keith R. Richardson
                              Title: Vice President

                                      C-1-3

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as [Class A-2b] [Class A-3b] [Class A-4] Fixed Rate Asset Backed
Notes (herein called the "[Class A-2b] [Class A-3b] [Class A-4] Notes"), all
issued under an Indenture, dated as of November 13, 2002 (such Indenture, as
supplemented or amended, is herein called the "Indenture"), between the Issuer
and Bank One, National Association, as trustee (the "Indenture Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The [Class A-2b] [Class A-3b] [Class A-4] Notes are
one of several duly authorized classes of Notes of the Issuer issued pursuant to
the Indenture (collectively, as to all Notes of all such classes, the "Notes").
The Notes are governed by and subject to all terms of the Indenture (which terms
are incorporated herein and made a part hereof), to which Indenture the Holder
of this Note by virtue of acceptance hereof assents and by which such Holder is
bound. All capitalized terms used and not otherwise defined in this Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture.

          The [Class A-2b] [Class A-3b] [Class A-4] Notes and all other Notes
issued pursuant to the Indenture are and will be equally and ratably secured by
the Collateral pledged as security therefor as provided in the Indenture.

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

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of the Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

                                      C-1-4

<PAGE>

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

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

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

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

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

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

          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.

                                      C-1-5

<PAGE>

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

                                      C-1-6

<PAGE>

                                   ASSIGNMENT

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

_____________________________

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

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

Dated:                                                                     /1/
       --------------                    ----------------------------------
                                                 Signature Guaranteed:


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

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

                                      C-1-7

<PAGE>

                                                                     EXHIBIT C-2

                        FORM OF [CLASS A-2a] [CLASS A-3a]
                         FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                   CUSIP NO. N/A

CUSIP NO. __________

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

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

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

           [CLASS A-2a] [CLASS A-3a] FLOATING RATE ASSET BACKED NOTES

          CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
payable in accordance with the Indenture (as defined on the reverse side of this
Note), on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction, the numerator of which is the initial principal
amount hereof and the denominator of which is the initial aggregate principal
amount for such [Class A-2a] [Class A-3a] Notes, by (ii) the aggregate amount,
if any, payable on such Distribution Date from the Note Distribution Account in
respect of principal on the [Class A-2a] [Class A-3a] Notes pursuant to Sections
2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on [______________] (the
"Final Scheduled Distribution Date"). The Issuer shall pay interest on this Note
on each Distribution Date until the principal of this Note is paid or made
available for

                                      C-2-1

<PAGE>

payment on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date (or, for the initial Distribution Date, the
outstanding principal balance on the Closing Date)). Interest on the [Class
A-2a] [Class A-3a] Notes will accrue from and including the Closing Date, and
will be payable on each Distribution Date in an amount equal to the Noteholders'
Interest Distributable Amount for such Distribution Date for the [Class A-2a]
[Class A-3a] Notes. Interest will be computed on the basis of actual number of
days elapsed from and including the prior Distribution Date (or, in the case of
the first Distribution Date, from and including the Closing Date) and a 360-day
year. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. All interest payments on each class of Notes on
any Distribution Date shall be made pro rata to the Noteholders of such class
entitled thereto.

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

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

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

                                      C-2-2

<PAGE>

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

Date:  November 13, 2002

                                 CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

                                 By: DEUTSCHE BANK TRUST COMPANY
                                     DELAWARE, not in its individual capacity
                                     but solely as Owner Trustee


                                 By:
                                     ---------------------------------------
                                 Name:  Man Wing Li
                                 Title: Attorney-In-Fact

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              BANK ONE, NATIONAL ASSOCIATION, not in its
                              individual capacity but solely as Indenture
                              Trustee


                              By:
                                 ------------------------------------------
                              Name:  Kevin R. Richardson
                              Title: Vice President

                                      C-2-3

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [Class A-2a] [Class A-3a] Floating Rate Asset Backed Notes
(herein called the "[Class A-2a] [Class A-3a] Notes"), all issued under an
Indenture, dated as of November13, 2002 (such Indenture, as supplemented or
amended, is herein called the "Indenture"), between the Issuer and Bank One,
National Association, as trustee (the "Indenture Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The [Class A-2a] [Class A-3a] Notes are one of
several duly authorized classes of Notes of the Issuer issued pursuant to the
Indenture (collectively, as to all Notes of all such classes, the "Notes"). The
Notes are governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Note by virtue of acceptance hereof assents and by which such Holder is
bound. All capitalized terms used and not otherwise defined in this Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture.

          The [Class A-2a] [Class A-3a] Notes and all other Notes issued
pursuant to the Indenture are and will be equally and ratably secured by the
Collateral pledged as security therefor as provided in the Indenture.

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

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture such Noteholder will not, prior
to the date which is one year and one day after the termination of the Indenture
with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

                                      C-2-4

<PAGE>

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

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

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

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

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

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

          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.

                                      C-2-5

<PAGE>

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

                                      C-2-6

<PAGE>

                                   ASSIGNMENT

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

_____________________________

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

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

Dated:                                                                     /2/
       --------------                    ----------------------------------
                                                 Signature Guaranteed:


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


----------
/2/  NOTE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change whatsoever.

                                        7

<PAGE>

                                                                     EXHIBIT C-3
                                FORM OF CLASS A-1
                         FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                        $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                   CUSIP NO. N/A

                    THE SECURITIES REPRESENTED BY THIS NOTE WERE ORIGINALLY
     ISSUED ON NOVEMBER 13, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS
     AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR
     AN EXEMPTION FROM REGISTRATION THEREUNDER.

                    THIS NOTE (AND INTERESTS THEREIN) ARE ALSO SUBJECT TO THE
     RESTRICTIONS SET FORTH IN THE INDENTURE REFERENCED BELOW.

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

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

                   CLASS A-1 FLOATING RATE ASSET BACKED NOTES

          CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of _______________
DOLLARS ($_________) payable in accordance with the Indenture (as defined on the
reverse side of this Note), on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is the
initial principal amount hereof and the denominator of which is the initial
aggregate principal amount for such Class A-1 Notes, by (ii) the aggregate
amount, if any, payable on such Distribution Date from the Note Distribution
Account in respect of principal on the Class A-1 Notes pursuant to Sections 2.7,
3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of January
15, 2004 (the "Final Scheduled Distribution Date") and the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. The Issuer shall pay interest on
this Note on each Distribution Date until

<PAGE>

the principal of this Note is paid or made available for payment on the
principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date (or, for the initial Distribution Date, the outstanding
principal balance on the Closing Date)). Interest on the Class A-1 Notes will
accrue from and including the Closing Date, and will be payable on each
Distribution Date in an amount equal to the Noteholders' Interest Distributable
Amount for such Distribution Date for the Class A-1 Notes. Interest will be
computed on the basis of actual number of days elapsed from and including the
prior Distribution Date (or, in the case of the first Distribution Date, from
and including the Closing Date) and a 360-day year. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof. All interest payments on each class of Notes on any Distribution Date
shall be made pro rata to the Noteholders of such class entitled thereto.

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

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

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

                                        2

<PAGE>

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

Date: November 13, 2002
                                 CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-5

                                 By:   DEUTSCHE BANK TRUST COMPANY
                                       DELAWARE, not in its individual capacity
                                       but solely as Owner Trustee


                                 By:
                                     -------------------------------------
                                 Name:  Man Wing Li
                                 Title: Attorney-In-Fact

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              BANK ONE, NATIONAL ASSOCIATION, not in its
                              individual capacity but solely as Indenture
                              Trustee


                              By:
                                 ----------------------------------------
                              Name:  Keith R. Richardson
                              Title: Vice President

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 Floating Rate Asset Backed Notes (herein called the
"Class A-1 Notes"), all issued under an Indenture, dated as of November 13, 2002
(such Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and Bank One, National Association, as trustee (the
"Indenture Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Class
A-1 Notes are one of several duly authorized classes of Notes of the Issuer
issued pursuant to the Indenture (collectively, as to all Notes of all such
classes, the "Notes"). The Notes are governed by and subject to all terms of the
Indenture (which terms are incorporated herein and made a part hereof), to which
Indenture the Holder of this Note by virtue of acceptance hereof assents and by
which such Holder is bound. All capitalized terms used and not otherwise defined
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

          The Class A-1 Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

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

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of the Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

                                        4

<PAGE>

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

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

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

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

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

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

          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.

                                        5

<PAGE>

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

                                        6

<PAGE>

                                   ASSIGNMENT

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

_____________________________

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

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


Dated:                                                                     /3/
       --------------                    ----------------------------------
                                                 Signature Guaranteed:


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

----------

/3/  NOTE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change whatsoever.

                                        7

<PAGE>

                                                                       EXHIBIT D
                              RULE 144A CERTIFICATE

Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

Bank One, National Association,
as Indenture Trustee
1 Bank One Plaza, Mail Code 162-0481
Chicago, IL 60670 - 0126

Ladies and Gentlemen:

          In connection with the purchase of the Class A-1 Floating Rate Asset
Backed Note, (the "Class A-1 Notes") of the Capital Auto Receivables Asset Trust
2002-5, the undersigned buyer ("Buyer") hereby acknowledges, represents and
agrees that:

     (a) Buyer is a "qualified institutional buyer" as defined under Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the "Securities
Act"), acting for its own account or for the accounts of other "qualified
institutional buyers" as defined under Rule 144A under the Securities Act. Buyer
is familiar with Rule 144A under the Securities Act and Buyer is aware that the
seller of the applicable Class A-1 Notes, as applicable, to the Buyer and other
parties intend to rely on the statements made herein and the exemption from the
registration requirements of the Securities Act provided by Rule 144A.

     (b) Buyer is purchasing the applicable Class A-1 Notes for its own account
(or the accounts of other "qualified institutional buyers"), not with a view to,
or for offer or sale in connection with, any distribution thereof, subject to
the disposition of Buyer's property (or property held in the accounts of other
"qualified institutional buyers") being at all times within Buyer's control and
subject to Buyer's ability to resell such Class A-1 Notes pursuant to Rule 144A
under the Securities Act. Buyer agrees to offer, sell or otherwise transfer such
Class A-1 Notes only in conformity with the restrictions on transfer set forth
in the Indenture dated as of November 13, 2002 pursuant to which the Class A-1
Notes were issued and the legend set forth on the definitive physical
certificate evidencing the Class A-1 Notes.

                                       D-1

<PAGE>

     (c) Buyer acknowledges that you and others will rely upon its
confirmations, acknowledgments and agreements set forth herein, and Buyer agrees
to notify you promptly in writing if any of the information herein ceases to be
accurate and complete.



                                  ------------------------------------------
                                  Print Name of Buyer


                                  By:
                                        ------------------------------------

                                  Name:

                                  Title:

                                  Date:
                                        ------------------------------------

                                       D-2