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                                                                     EXHIBIT 4.1



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                VOLKSWAGEN AUTO LOAN ENHANCED [TRUST][LLC] 200_-_

                       Class A-1 _____% Asset Backed Notes

                       Class A-2 _____% Asset Backed Notes

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

                                FORM OF INDENTURE

                           Dated as of ________, 200__

                           --------------------------
                              as Indenture Trustee



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                                TABLE OF CONTENTS

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ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE.................................................  2

         SECTION 1.1           Definitions.......................................................................  2

         SECTION 1.2           Incorporation by Reference of Trust Indenture Act.................................  2

         SECTION 1.3           Other Interpretive Provisions.....................................................  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 of Transfer and Exchange.............................................  4

         SECTION 2.5           Mutilated, Destroyed, Lost or Stolen Notes........................................  5

         SECTION 2.6           Persons Deemed Owner..............................................................  6

         SECTION 2.7           Payment of Principal and Interest.................................................  6

         SECTION 2.8           Cancellation......................................................................  7

         SECTION 2.9           Release of Collateral.............................................................  7

         SECTION 2.10          Book-Entry Notes..................................................................  7

         SECTION 2.11          Notices to Clearing Agency........................................................  8

         SECTION 2.12          Definitive Notes..................................................................  8

         SECTION 2.13          Authenticating Agents.............................................................  9

         SECTION 2.14          Tax Treatment.....................................................................  9

ARTICLE III           COVENANTS.................................................................................  10

         SECTION 3.1           Payment of Principal and Interest................................................  10

         SECTION 3.2           Maintenance of Office or Agency..................................................  10

         SECTION 3.3           Money for Payments To Be Held in Trust...........................................  10

         SECTION 3.4           Existence........................................................................  12

         SECTION 3.5           Protection of Trust Estate.......................................................  12

         SECTION 3.6           Opinions as to Trust Estate......................................................  12

         SECTION 3.7           Performance of Obligations; Servicing of Receivables.............................  13

         SECTION 3.8           Negative Covenants...............................................................  15

         SECTION 3.9           Annual Statement as to Compliance................................................  15

         SECTION 3.10          Issuer May Consolidate, Etc......................................................  16
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                                TABLE OF CONTENTS
                                   (continued)

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         SECTION 3.11          Successor or Transferee..........................................................  18

         SECTION 3.12          No Other Business................................................................  18

         SECTION 3.13          No Borrowing.....................................................................  18

         SECTION 3.14          Servicer's Obligations...........................................................  18

         SECTION 3.15          Guarantees, Loans, Advances and Other Liabilities................................  18

         SECTION 3.16          Capital Expenditures.............................................................  18

         SECTION 3.17          Restricted Payments..............................................................  18

         SECTION 3.18          Notice of Events of Default......................................................  19

         SECTION 3.19          Further Instruments and Acts.....................................................  19

         SECTION 3.20          Removal of Administrator.........................................................  19

ARTICLE IV            SATISFACTION AND DISCHARGE................................................................  19

         SECTION 4.1           Satisfaction and Discharge of Indenture..........................................  19

         SECTION 4.2           Application of Trust Money.......................................................  20

         SECTION 4.3           Repayment of Moneys Held by Paying Agent.........................................  20

ARTICLE V             REMEDIES..................................................................................  21

         SECTION 5.1           Events of Default................................................................  21

         SECTION 5.2           Acceleration of Maturity; Rescission and Annulment...............................  22

         SECTION 5.3           Collection of Indebtedness and Suits for Enforcement by Indenture Trustee........  23

         SECTION 5.4           Remedies; Priorities.............................................................  25

         SECTION 5.5           Optional Preservation of the Receivables.........................................  26

         SECTION 5.6           Limitation of Suits..............................................................  26

         SECTION 5.7           Unconditional Rights of Noteholders To Receive Principal and Interest............  27

         SECTION 5.8           Restoration of Rights and Remedies...............................................  27

         SECTION 5.9           Rights and Remedies Cumulative...................................................  28

         SECTION 5.10          Delay or Omission Not a Waiver...................................................  28

         SECTION 5.11          Control by Noteholders...........................................................  28

         SECTION 5.12          Waiver of Past Defaults..........................................................  28

         SECTION 5.13          Undertaking for Costs............................................................  29

         SECTION 5.14          Waiver of Stay or Extension Laws.................................................  29
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                                TABLE OF CONTENTS
                                   (continued)

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         SECTION 5.15          Action on Notes..................................................................  29

         SECTION 5.16          Performance and Enforcement of Certain Obligations...............................  29

ARTICLE VI            INDENTURE TRUSTEE.........................................................................  30

         SECTION 6.1           Duties of Indenture Trustee......................................................  30

         SECTION 6.2           Rights of Indenture Trustee......................................................  31

         SECTION 6.3           Individual Rights of Indenture Trustee...........................................  32

         SECTION 6.4           Indenture Trustee's Disclaimer...................................................  32

         SECTION 6.5           Notice of Defaults...............................................................  32

         SECTION 6.6           Reports by Indenture Trustee to Holders..........................................  32

         SECTION 6.7           Compensation and Indemnity.......................................................  32

         SECTION 6.8           Replacement of Indenture Trustee.................................................  33

         SECTION 6.9           Successor Indenture Trustee by Merger............................................  34

         SECTION 6.10          Appointment of Co-Indenture Trustee or Separate Indenture Trustee................  34

         SECTION 6.11          Eligibility; Disqualification....................................................  35

         SECTION 6.12          Preferential Collection of Claims Against Issuer.................................  36

ARTICLE VII           NOTEHOLDERS' LISTS AND REPORTS............................................................  36

         SECTION 7.1           Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders...........  36

         SECTION 7.2           Preservation of Information; Communications to Noteholders.......................  36

         SECTION 7.3           Reports by Issuer................................................................  36

         SECTION 7.4           Reports by Indenture Trustee.....................................................  37

ARTICLE VIII          ACCOUNTS, DISBURSEMENTS AND RELEASES......................................................  37

         SECTION 8.1           Collection of Money..............................................................  37

         SECTION 8.2           Trust Accounts...................................................................  37

         SECTION 8.3           General Provisions Regarding Accounts............................................  38

         SECTION 8.4           Release of Trust Estate..........................................................  39

         SECTION 8.5           Opinion of Counsel...............................................................  40

ARTICLE IX            SUPPLEMENTAL INDENTURES...................................................................  40

         SECTION 9.1           Supplemental Indentures Without Consent of Noteholders...........................  40

         SECTION 9.2           Supplemental Indentures with Consent of Noteholders..............................  41
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                                TABLE OF CONTENTS
                                   (continued)

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         SECTION 9.3           Execution of Supplemental Indentures.............................................  43

         SECTION 9.4           Effect of Supplemental Indenture.................................................  43

         SECTION 9.5           Conformity With Trust Indenture Act..............................................  43

         SECTION 9.6           Reference in Notes to Supplemental Indentures....................................  44

ARTICLE X             REDEMPTION OF NOTES.......................................................................  44

         SECTION 10.1          Redemption.......................................................................  44

         SECTION 10.2          Form of Redemption Notice........................................................  44

         SECTION 10.3          Notes Payable on Redemption Date.................................................  45

ARTICLE XI            MISCELLANEOUS.............................................................................  45

         SECTION 11.1          Compliance Certificates and Opinions, etc........................................  45

         SECTION 11.2          Form of Documents Delivered to Indenture Trustee.................................  47

         SECTION 11.3          Acts of Noteholders..............................................................  48

         SECTION 11.4          Notices, etc., to Indenture Trustee, Issuer and Rating Agencies..................  48

         SECTION 11.5          Notices to Noteholders; Waiver...................................................  49

         SECTION 11.6          Alternate Payment and Notice Provisions..........................................  50

         SECTION 11.7          Conflict with Trust Indenture Act................................................  50

         SECTION 11.8          Effect of Headings and Table of Contents.........................................  50

         SECTION 11.9          Successors and Assigns...........................................................  50

         SECTION 11.10         Separability.....................................................................  50

         SECTION 11.11         Benefits of Indenture............................................................  50

         SECTION 11.12         Legal Holidays...................................................................  50

         SECTION 11.13         GOVERNING LAW....................................................................  50

         SECTION 11.14         Counterparts.....................................................................  51

         SECTION 11.15         Recording of Indenture...........................................................  51

         SECTION 11.16         Trust Obligation.................................................................  51

         SECTION 11.17         No Petition......................................................................  51

         SECTION 11.18         Inspection.......................................................................  51
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         INDENTURE dated as of __________, 200__, between VOLKSWAGEN AUTO LOAN
ENHANCED [TRUST][LLC] 200_-_, a [common law trust][statutory trust] [limited
liability company] ("Issuer"), and ___________________________________, a
____________________, solely as trustee and not in its individual capacity
("Indenture Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of Issuer's Class A-1 _______%
Asset Backed Notes (the "Class A-1 Notes"), and Class A-2 ____% Asset Backed
Notes (the "Class A-2 Notes" and, together with the Class A-1 Notes, the
"Notes"):

                                 GRANTING CLAUSE

         Issuer hereby Grants to Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes, all of Issuer's
right, title and interest in and to (a) the Receivables, and all moneys received
thereon [on or] after the Cutoff Date; (b) the security interests in the
Financed Vehicles granted by Obligors pursuant to the Receivables and any other
interest of Issuer in the Financed Vehicles and any other property that shall
secure the Receivables; (c) any proceeds with respect to (i) any Receivable
repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach
of a representation or warranty in the related Dealer Agreement, (ii) a default
by an Obligor resulting in the repossession of the Financed Vehicle, or (iii)
any Dealer Recourse and other rights of Affiliates under Dealer Agreements; (d)
any proceeds with respect to the Receivables from claims on any Insurance
Policies covering Financed Vehicles or Obligors or from claims under any
lender's single interest insurance policy naming any Seller Affiliate as an
insured; (e) rebates of premiums and other amounts relating to any Insurance
Policies and rebates of other items, such as extended warranties financed under
the Receivables, in each case, to the extent Servicer would, in accordance with
its customary practices, apply such amounts to the Principal Balance of the
related Receivable; (f) any instrument or document relating to the Receivables;
(g) all the Seller's rights under the Purchase Agreements, including the right
of the Seller to cause an Affiliate to repurchase Receivables from the Seller;
(h) the security interests in the Receivables and other assets granted by each
Seller Affiliate to the Issuer under the Affiliate Security Agreement and all
rights of the Issuer thereunder; (i) all funds on deposit from time to time in
the Trust Accounts and in all investments and proceeds thereof (including the
Reserve Account Property but excluding all investment income thereon); (j) the
Issuer's rights under the Sale and Servicing Agreement; and (k) 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 of the foregoing, including all
proceeds of the conversion, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice,


<PAGE>


priority or distinction except as set forth herein, and to secure compliance
with the provisions of this Indenture, all as provided in this Indenture.

         Indenture Trustee, as Indenture Trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Holders of the Notes may be adequately and effectively
protected.

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.

         SECTION 1.1 Definitions. Capitalized terms are used in this Indenture
as defined in Appendix A to the Sale and Servicing Agreement dated as of
____________, 200__, among Volkswagen Public Auto Loan Securitization, LLC, as
Seller, the Issuer and VW Credit, Inc., as Servicer.

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

         "Commission" means the Securities and Exchange Commission. "indenture
securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

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

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

         SECTION 1.3 Other Interpretive Provisions. All terms defined in this
Indenture shall have the defined meanings when used in any certificate or other
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Indenture and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
this Indenture, and accounting terms partly defined in this Indenture to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Indenture as a whole and
not to any particular provision of this Indenture; (c) references to any
Article, Section, Schedule or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Indenture and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other


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subdivision of such Section or definition; (d) the term "including" means
"including without limitation"; (e) except as otherwise expressly provided
herein, references to any law or regulation refer to that law or regulation as
amended from time to time and include any successor law or regulation; (f)
references to any Person include that Person's successors and assigns; and (g)
headings are for purposes of reference only and shall not otherwise affect the
meaning or interpretation of any provision hereof.

ARTICLE II THE NOTES.

         SECTION 2.1 Form. The Class A-1 Notes and the Class A-2 Notes, in each
case together with Indenture Trustee's certificate of authentication, shall be
in substantially the forms set forth in Exhibits B and C, respectively, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing 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.

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

         Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibits B and C are part of the terms of this Indenture.

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

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

         Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$____________ and Class A-2 Notes for original issue in the aggregate principal
amount of _________________. The aggregate principal amount of Class A-1 Notes
and Class A-2 Notes outstanding at any time may not exceed such amounts except
as provided in Section 2.5.

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

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


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

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

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

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

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

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

         At the option of the Holder, Notes may be exchanged for other Notes in
any authorized denominations, of the same class and a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(1) of the UCC are met Issuer shall execute and



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upon its written request Indenture Trustee shall authenticate and the Noteholder
shall obtain from Indenture Trustee, the Notes which the Noteholder making the
exchange is entitled to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to Note Registrar duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of Note Registrar which requirements include membership or
participation in a Securities Transfer Agents Medallion Program ("Stamp") or
such other "signature guarantee program" as may be determined by Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee
may require.

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

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

         SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to Indenture Trustee, or Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to Indenture Trustee such security or
indemnity as may be required by it to hold Issuer and Indenture Trustee
harmless, then, in the absence of notice to Issuer, Note Registrar or Indenture
Trustee that such Note has been acquired by a bona fide purchaser, and provided
that the requirements of Section 8-405 of the UCC are met, Issuer shall execute
and upon its written request Indenture Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note; provided 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, Issuer may upon delivery of the security or indemnity herein
required pay such destroyed, lost or stolen Note when so due or payable or upon
the Redemption Date without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, Issuer and Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser,


                                       5
<PAGE>

and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by Issuer
or Indenture Trustee in connection therewith.

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

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

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

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

         SECTION 2.7 Payment of Principal and Interest. (a) The Notes shall
accrue interest as provided in the forms of the Class A-1 Note and the Class A-2
Note, set forth in Exhibits B and C, respectively, and such interest shall be
payable on each Distribution Date as specified therein. Any installment of
interest or principal, if any, payable on any Note which is punctually paid or
duly provided for by Issuer on the applicable Distribution Date shall be paid to
the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date, by check mailed first-class, postage prepaid, to
such Person's address as it appears on the Note Register on such Record Date,
except that, unless Definitive Notes have been issued pursuant to Section 2.12,
with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will
be made by wire transfer in immediately available funds to the account
designated by such nominee and except for the final installment of principal
payable with respect to such Note on a Distribution Date or on the Final
Scheduled Distribution Date (and except for the Redemption Price for any Note
called for redemption pursuant to Section 10.1(a)) which shall be payable as
provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.3.

                  (b) The principal of each Note shall be payable on each
Distribution Date as provided in the forms of the Class A-1 Note and the Class
A-2 Note, set forth in Exhibits B and C, respectively. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes

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shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if Indenture Trustee or the
Holders of the Notes representing not less than a majority of the Outstanding
Amount of the Notes have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 and, in such event, all principal payments on
each class of Notes shall be made pro rata to the Noteholders of such class
entitled thereto. Indenture Trustee shall notify the Person in whose name a Note
is registered at the close of business on the Record Date preceding the
Distribution Date on which Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.

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

         SECTION 2.9 Release of Collateral. Subject to Section 11.1, Indenture
Trustee shall release property from the lien of this Indenture only upon receipt
of an Issuer Request accompanied by an Officer's Certificate, an Opinion of
Counsel and Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates. If
the Commission shall issue an exemptive order under TIA Section 304(d) modifying
Owner Trustee's obligations under TIA Sections 314(c) and 314(d)(1), subject to
Section 11.1 and the terms of the Basic Documents, Indenture Trustee shall
release property from the lien of this Indenture in accordance with the
conditions and procedures set forth in such exemptive order.

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


                                       7
<PAGE>
                           (a) the provisions of this Section shall be in full
                  force and effect;

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

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

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

                           (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 received instructions to such effect from Note Owners
                  and/or Clearing Agency Participants or Persons acting through
                  Clearing Agency Participants owning or representing,
                  respectively, such required percentage of the beneficial
                  interest in the Notes and has delivered such instructions to
                  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, Indenture Trustee shall give all such notices and communications specified
herein to be given to Holders of the Notes to the Clearing Agency, and shall
have no obligation to the Note Owners.

         SECTION 2.12 Definitive Notes. If (a) Seller advises Indenture Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Notes, and Seller is unable
to locate a qualified successor, (b) Seller at its option advises Indenture
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (c) after the occurrence of an Event of Default, Note Owners
representing


                                       8

<PAGE>
beneficial interests aggregating at least a majority of the Outstanding Amount
of the Notes advise Indenture Trustee through the Clearing Agency in writing
that the continuation of a book entry system through the Clearing Agency is no
longer in the best interests of the Note Owners, then the Clearing Agency shall
notify all Note Owners and 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 Indenture Trustee of the typewritten Note or Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, Issuer shall execute and Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of Issuer, Note Registrar or 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, Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.

         SECTION 2.13 Authenticating Agents. (a) The Indenture Trustee may
appoint one or more Persons (each, an "Authenticating Agent") with power to act
on its behalf and subject to its direction in the authentication of Notes in
connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4
and 2.5, as fully to all intents and purposes as though each such Authenticating
Agent had been expressly authorized by those Sections to authenticate such
Notes. For all purposes of this Indenture, the authentication of Notes by an
Authenticating Agent pursuant to this Section shall be deemed to be the
authentication of Notes "by the Indenture Trustee."

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

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

                  (d) The Administrator agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services. The provisions
of Sections 2.8 and 6.4 shall be applicable to any Authenticating Agent.

         SECTION 2.14 Tax Treatment. Issuer has entered into this Indenture, and
the Notes shall be issued, with the intention that, for federal, state and local
income and franchise tax purposes, the Notes shall qualify as indebtedness of
Issuer secured by the Trust Estate. Issuer, by entering into this Indenture, and
each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income and franchise tax purposes as
indebtedness of Issuer.


                                       9
<PAGE>
ARTICLE III COVENANTS.

         SECTION 3.1 Payment of Principal and Interest. Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. Without limiting the foregoing, subject
to Section 8.2(c), Issuer will cause to be distributed all amounts on deposit in
the Note Distribution Account on a Distribution Date deposited therein pursuant
to the Sale and Servicing Agreement (i) in the Class A-1 Noteholders' Interest
Distributable Amount, to Class A-1 Noteholders and (ii) in the Class A-2
Noteholders' Interest Distributable Amount, to Class A-2 Noteholders. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by Issuer
to such Noteholder for all purposes of this Indenture.

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

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

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

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

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


                                       10
<PAGE>


                           (ii) give Indenture Trustee notice of any default by
                  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 Indenture Trustee,
                  forthwith pay to Indenture Trustee all sums so held in trust
                  by such Paying Agent;

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

                           (v) comply with all requirements of the Code with
                  respect to the withholding from any payments made by it on any
                  Notes of any applicable withholding taxes imposed thereon and
                  with respect to any applicable reporting requirements in
                  connection therewith. 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 Indenture Trustee all sums held in trust by
                  such Paying Agent, such sums to be held by Indenture Trustee
                  upon the same trusts as those upon which the sums were held by
                  such Paying Agent; and upon such a payment by any Paying Agent
                  to Indenture Trustee, such Paying Agent shall be released from
                  all further liability with respect to such money.

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


                                       11
<PAGE>

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

         SECTION 3.4 Existence. Except as otherwise permitted by the provisions
of Section 3.10, Issuer will keep in full effect its existence, rights and
franchises as a _______________ under the laws of the State of ___________
(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 Issuer will keep in full effect its existence, rights and franchises under
the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Trust Estate.

         SECTION 3.5 Protection of Trust Estate. Issuer will from time to time
prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

                           (a) maintain or preserve the lien and security
                  interest (and the priority thereof) of this Indenture or carry
                  out more effectively the purposes hereof;

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

                           (c) enforce any of the Collateral; or

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

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

         SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date,
Issuer shall furnish to Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect to
the recording and filing of this Indenture, any indentures supplemental hereto,
and any other requisite documents, and with respect to the execution and filing
of any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and security interest of this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

                  (b) Within 120 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Cutoff Date, Issuer shall furnish to 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


                                       12
<PAGE>


of this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as are necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the lien and security interest of this Indenture until January 30 in the
following calendar year.

         SECTION 3.7 Performance of Obligations; Servicing of Receivables. (a)
Issuer will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any of such
Person's material covenants or obligations under any instrument or agreement
included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.

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

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

                  (d) If Issuer shall have knowledge of the occurrence of a
Servicer Termination Event under the Sale and Servicing Agreement, Issuer shall
promptly notify Indenture Trustee and the Rating Agencies thereof in accordance
with Section 11.4, and shall specify in such notice the action, if any, Issuer
is taking in respect of such default. If a Servicer Termination Event shall
arise from the failure of Servicer to perform any of its duties or obligations
under the Sale and Servicing Agreement with respect to the Receivables, Issuer
shall take all reasonable steps available to it to remedy such failure.

                  (e) As promptly as possible after the giving of notice of
termination to Servicer of Servicer's rights and powers pursuant to Section 8.1
of the Sale and Servicing Agreement, Issuer shall appoint a successor servicer
(the "Successor Servicer"), and such Successor Servicer shall accept its
appointment by a written assumption in a form acceptable to


                                       13
<PAGE>


Indenture Trustee. In the event that a Successor Servicer has not been appointed
and accepted its appointment at the time when Servicer ceases to act as
Servicer, Indenture Trustee without further action shall automatically be
appointed the Successor Servicer. Indenture Trustee may resign as Servicer by
giving written notice of such resignation to Issuer and in such event will be
released from such duties and obligations, such release not to be effective
until the date a new servicer enters into a servicing agreement with Issuer as
provided below. Upon delivery of any such notice to Issuer, Issuer shall obtain
a new servicer as the Successor Servicer under the Sale and Servicing Agreement.
Any Successor Servicer other than Indenture Trustee shall (i) be an established
financial institution having a net worth of not less than $50,000,000 and whose
regular business includes the servicing of motor vehicle loans and (ii) enter
into a servicing agreement with Issuer having substantially the same provisions
as the provisions of the Sale and Servicing Agreement applicable to Servicer. If
within 30 days after the delivery of the notice referred to above, Issuer shall
not have obtained such a new servicer, Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer. In
connection with any such appointment, Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Sale and
Servicing Agreement, and in accordance with Section 8.2 of the Sale and
Servicing Agreement, Issuer shall enter into an agreement with such successor
for the servicing of the Receivables (such agreement to be in form and substance
satisfactory to Indenture Trustee). If Indenture Trustee shall succeed to
Servicer's duties as servicer of the Receivables as provided herein, it shall do
so in its individual capacity and not in its capacity as Indenture Trustee and,
accordingly, the provisions of Article VI shall be inapplicable to Indenture
Trustee in its duties as the successor to Servicer and the servicing of the
Receivables. In case Indenture Trustee shall become successor to Servicer under
the Sale and Servicing Agreement, Indenture Trustee shall be entitled to appoint
as Servicer any one of its Affiliates, or delegate any of its responsibilities
as Servicer to agents, subject to the terms of the Sale and Servicing Agreement,
provided that such appointment or delegation shall not affect or alter in any
way the liability of Indenture Trustee as a successor for the performance of the
duties and obligations of Servicer in accordance with the terms hereof.

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

                  (g) Without derogating from the absolute nature of the
assignment granted to Indenture Trustee under this Indenture or the rights of
Indenture Trustee hereunder, Issuer agrees that, unless such action is
specifically permitted hereunder or under the Basic Documents, it will not,
without the prior written consent of Indenture Trustee or the Holders of at
least a majority in Outstanding Amount of the Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral or
the Basic Documents, or waive timely performance or observance by Servicer or
Seller under the Sale and Servicing Agreement; provided that no such amendment
shall (i) except for amendments and modifications of the Receivables permitted
under the Sale and Servicing Agreement, increase or reduce in any manner the
amount of, or accelerate or delay the timing of, distributions that are required
to be made for the benefit of the Noteholders, or (ii)



                                       14
<PAGE>

reduce the aforesaid percentage of the Notes which are required to consent to
any such amendment, without the consent of the Holders of all the Outstanding
Notes. If any such amendment, modification, supplement or waiver shall be so
consented to by Indenture Trustee or such Holders, Issuer agrees, promptly
following a request by Indenture Trustee to do so, to execute and deliver, in
its own name and at its own expense, such agreements, instruments, consents and
other documents as Indenture Trustee may deem necessary or appropriate in the
circumstances.

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

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

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

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

                           (d) (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 (other than with
                  respect to any such tax, mechanics' or other lien) security
                  interest in the Trust Estate.

         SECTION 3.9 Annual Statement as to Compliance. Issuer will deliver to
Indenture Trustee, within 120 days after the end of each fiscal year of Issuer
(commencing 120 days after the fiscal year ended _________, 200__), and
otherwise in compliance with the requirements of



                                       15
<PAGE>

TIA Section 314(a)(4) an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that:

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

         SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms. (a)
Issuer shall not consolidate or merge with or into any other Person, unless

                           (i) the Person (if other than 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
                  Indenture Trustee, in form satisfactory to Indenture Trustee,
                  the due and punctual payment of the principal of and interest
                  on all Notes and the performance or observance of every
                  agreement and covenant of this Indenture on the part of Issuer
                  to be performed or observed, all as provided herein;

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

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

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

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

                           (vi) Issuer shall have delivered to Indenture Trustee
                  an Officer's Certificate and an Opinion of Counsel each
                  stating that such consolidation or merger and such
                  supplemental indenture


                                       16
<PAGE>

                  comply with this Article III and that all conditions precedent
                  herein provided for relating to such transaction have been
                  complied with (including any filing required by the Exchange
                  Act).

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

                           (i) the Person that acquires by conveyance or
                  transfer the properties and assets of Issuer the conveyance or
                  transfer of which is hereby restricted shall (A) be a United
                  States citizen or a Person organized and existing under the
                  laws of the United States of America or any state, (B)
                  expressly assume, by an indenture supplemental hereto,
                  executed and delivered to Indenture Trustee, in form
                  satisfactory to Indenture Trustee, the due and punctual
                  payment of the principal of and interest on all Notes and the
                  performance or observance of every agreement and covenant of
                  this Indenture on the part of Issuer to be performed or
                  observed, all as provided herein, (C) expressly agree by means
                  of such supplemental indenture that all right, title and
                  interest so conveyed or transferred shall be subject and
                  subordinate to the rights of Holders of the Notes, (D) unless
                  otherwise provided in such supplemental indenture, expressly
                  agree to indemnify, defend and hold harmless Issuer against
                  and from any loss, liability or expense arising under or
                  related to this Indenture and the Notes and (E) expressly
                  agree by means of such supplemental indenture that such Person
                  (or if a group of persons, then one specified Person) shall
                  prepare (or cause to be prepared) and make all filings with
                  the Commission (and any other appropriate Person) required by
                  the Exchange Act in connection with the Notes;

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

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

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

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


                                       17
<PAGE>

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

         SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than Issuer) shall succeed to,
and be substituted for, and may exercise every right and power of, Issuer under
this Indenture with the same effect as if such Person had been named as Issuer
herein.

                  (b) Upon a conveyance or transfer of all the assets and
properties of Issuer pursuant to Section 3.10(b), Volkswagen Auto Loan Enhanced
[Trust][LLC] 200_-_ will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of Issuer with respect to the
Notes immediately upon the delivery of written notice to Indenture Trustee
stating that Volkswagen Auto Loan Enhanced [Trust][LLC] 200_-_ is to be so
released.

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

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

         SECTION 3.14 Servicer's Obligations. Issuer shall cause Servicer to
comply with the Sale and Servicing Agreement, including Sections 4.9, 4.10 and
4.11 thereof.

         SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, 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 3.16 Capital Expenditures. Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         SECTION 3.17 Restricted Payments. 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 Owner Trustee or any owner of a beneficial interest in Issuer or
otherwise with respect to any ownership or equity interest or security in or of
Issuer or to Servicer or Administrator, (b) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(c) set aside or otherwise segregate any


                                       18
<PAGE>

amounts for any such purpose; provided that Issuer may make, or cause to be
made, (i) distributions to Servicer, Administrator, Owner Trustee, Indenture
Trustee and the Certificateholders as permitted by, and to the extent funds are
available for such purpose under, the Sale and Servicing Agreement or Trust
Agreement and (ii) distributions to the Indenture Trustee pursuant to Section
2(a)(ii) of the Administration Agreement. Issuer will not, directly or
indirectly, make payments to or distributions from the Collection Account except
in accordance with this Indenture and the Basic Documents.

         SECTION 3.18 Notice of Events of Default. Issuer agrees to give
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each Event of Servicing Termination or default on the part
of Seller of its obligations under the Sale and Servicing Agreement.

         SECTION 3.19 Further Instruments and Acts. Upon request of Indenture
Trustee, Issuer will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

         SECTION 3.20 Removal of Administrator. For 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 therewith.

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 (a)
rights of registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments
of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13 and 3.18, (e) the rights, obligations and immunities of
Indenture Trustee hereunder (including the rights of Indenture Trustee under
Section 6.7 and the obligations of Indenture Trustee under Section 4.2) and (f)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with Indenture Trustee payable to all or any of them, and Indenture
Trustee, on demand of and at the expense of Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when

                           (i) either

                                    (A) all Notes theretofore authenticated and
                           delivered (other than (1) Notes that have been
                           destroyed, lost or stolen and that have been replaced
                           or paid as provided in Section 2.5 and (2) Notes for
                           which payment money has theretofore been deposited in
                           trust or segregated and held in trust by Issuer and
                           thereafter repaid to Issuer or discharged from such
                           trust, as provided in Section 3.3) have been
                           delivered to Indenture Trustee for cancellation; or

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


                                       19
<PAGE>

                                             (1) have become due and payable,

                                             (2) will become due and payable at
                                    the Final Scheduled Distribution Date within
                                    one year, or

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

                           and Issuer, in the case of clauses (1), (2) or (3),
                           has irrevocably deposited or caused to be irrevocably
                           deposited with 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 indebtedness on such Notes not theretofore
                           delivered to Indenture Trustee for cancellation when
                           due to the Final Scheduled Distribution Date or
                           Redemption Date (if Notes shall have been called for
                           redemption pursuant to Section 10.1(a)), as the case
                           may be;

                           (ii) Issuer has paid or caused to be paid all other
                  sums payable hereunder by Issuer; and

                           (iii) Issuer has delivered to Indenture Trustee an
                  Officer's Certificate, an Opinion of Counsel and (if required
                  by the TIA or 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 moneys deposited with
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 Indenture Trustee may
determine, to the Holders of the particular Notes for the payment or redemption
of which such moneys have been deposited with Indenture Trustee, of all sums due
and to become due thereon for principal and interest; but such moneys need not
be segregated from other funds except to the extent required herein or in the
Sale and Servicing Agreement or required by law.

         SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by


                                       20
<PAGE>

any Paying Agent other than Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of Issuer, be paid to
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 moneys.

ARTICLE V REMEDIES.

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

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

                  (b) default in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due and
         payable;

                  (c) default in the observance or performance of any material
         covenant or agreement of Issuer made in this Indenture (other than a
         covenant or agreement, a default in the observance or performance of
         which is elsewhere in this Section specifically dealt with), or any
         representation or warranty of Issuer made in this Indenture or in any
         certificate or other writing delivered pursuant hereto or in connection
         herewith proving to have been incorrect in any material respect as of
         the time when the same shall have been made, and such default shall
         continue or not be cured, or the circumstance or condition in respect
         of which such misrepresentation or warranty was incorrect shall not
         have been eliminated or otherwise cured, for a period of 30 days (or
         for such longer period, not in excess of 90 days, as may be reasonably
         necessary to remedy such default; provided that such default is capable
         of remedy within 90 days or less and Servicer on behalf of Owner
         Trustee delivers an Officer's Certificate to Indenture Trustee to the
         effect that Issuer has commenced, or will promptly commence and
         diligently pursue, all reasonable efforts to remedy such default) after
         there shall have been given, by registered or certified mail, to Issuer
         by Indenture Trustee or to Issuer and Indenture Trustee by the Holders
         of at least 25% of the Outstanding Amount of the Notes, a written
         notice specifying such default or incorrect representation or warranty
         and requiring it to be remedied and stating that such notice is a
         "Notice of Default" hereunder;


                                       21
<PAGE>

                  (d) the filing of a decree or order for relief by a court
         having jurisdiction in the premises in respect of 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
         Issuer or for any substantial part of the Trust Estate, or ordering the
         winding-up or liquidation of Issuer's affairs, and such decree or order
         shall remain unstayed and in effect for a period of 60 consecutive
         days; or

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

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

         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case
Indenture Trustee or the Holders of Notes representing not less than a majority
of the Outstanding Amount of the Notes may declare all the Notes to be
immediately due and payable, by a notice in writing to Issuer (and to Indenture
Trustee if given by Noteholders), 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.

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

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

                           (i) all payments of principal of and interest on all
                  Notes and all other amounts that would then be due hereunder
                  or

                                       22
<PAGE>


                  upon such Notes if the Event of Default giving rise to such
                  acceleration had not occurred; and

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

                  (b) all Events of Default, other than the nonpayment of the
         principal of the Notes that has become due solely by such acceleration,
         have been cured or waived as provided in Section 5.12. No such
         rescission shall affect any subsequent default or impair any right
         consequent thereto.

         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, Issuer will, upon demand of Indenture Trustee,
pay to it, for the benefit of the Holders of the Notes, the whole amount then
due and payable on such Notes for principal and interest, with interest upon the
overdue principal, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue installments of interest, at the rate
specified in Section 2.7 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 Indenture
Trustee and its agents and counsel.

                  (b) In case Issuer shall fail forthwith to pay such amounts
upon such demand, 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 Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of Issuer or other obligor
upon such Notes, wherever situated, the moneys adjudged or decreed to be
payable.

                  (c) If an Event of Default occurs and is continuing, 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 Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in Indenture Trustee by this Indenture or by law.

                  (d) In case there shall be pending, relative to Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, proceedings under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been


                                       23
<PAGE>

appointed for or taken possession of Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial proceedings
relative to Issuer or other obligor upon the Notes, or to the creditors or
property of Issuer or such other obligor, 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 Indenture
Trustee shall have made any demand pursuant to the provisions of this Section,
shall be entitled and empowered, by intervention in such proceedings or
otherwise:

                           (i) to file and prove a claim or claims for the 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
                  Indenture Trustee (including any claim for reasonable
                  compensation to Indenture Trustee and each predecessor
                  Indenture Trustee, and their respective agents, attorneys and
                  counsel, and for reimbursement of all expenses and liabilities
                  incurred, and all advances made, by Indenture Trustee and each
                  predecessor Indenture Trustee, except as a result of
                  negligence, bad faith or willful misconduct) 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 moneys or other
                  property payable or deliverable on any such claims and to
                  distribute all amounts received with respect to the claims of
                  the Noteholders and of 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 Indenture Trustee or the Holders of Notes
                  allowed in any judicial proceedings relative to 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 Indenture Trustee, and, in the event that Indenture Trustee shall
consent to the making of payments directly to such Noteholders, to pay to
Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by Indenture Trustee and each predecessor
Indenture Trustee except as a result of negligence or bad faith.

                  (e) Nothing herein contained shall be deemed to authorize
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of


                                       24
<PAGE>

reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize 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 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 action or proceedings
instituted by 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 Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes.

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

         SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, 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 payable on the Notes or under this Indenture with respect
                  thereto, whether by declaration or otherwise, enforce any
                  judgment obtained, and collect from Issuer and any other
                  obligor upon such Notes moneys adjudged due;

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

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

                           (iv) sell the Trust Estate or any portion thereof or
                  rights or interest therein, at one or more public or private
                  sales called and conducted in any manner permitted by law;

provided that Indenture Trustee may not sell or otherwise liquidate the Trust
Estate following an Event of Default, other than an Event of Default described
in Section 5.1(a) or (b), unless (A) the Holders of 100% of the Outstanding
Amount of the Notes and Certificates consent thereto, (B) the proceeds of such
sale or liquidation distributable to the Noteholders and Certificateholders are
sufficient to discharge in full all amounts then due and unpaid upon such Notes
and Certificates for principal and interest or (C) Indenture Trustee determines
that the Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the


                                       25
<PAGE>

Notes as they would have become due if the Notes had not been declared due and
payable, and Indenture Trustee obtains the consent of Holders of 66-2/3% of the
Outstanding Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clause (B) and (C), 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 Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out such money or property (and other
amounts including amounts held on deposit in the Reserve Account) held as
Collateral for the benefit of the Noteholders in the following order:

                           FIRST: to Indenture Trustee for amounts due under
                  Section 6.7;

                           SECOND: to Servicer for due and unpaid Servicing
                  Fees;

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

                           FOURTH: to Noteholders for amounts due and unpaid on
                  the Notes for principal, ratably, without preference or
                  priority of any kind, according to the amounts due and payable
                  on the Notes for principal; and

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

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


                                       26
<PAGE>

                           (a) such Holder has previously given written notice
                  to 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
                  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 Indenture
                  Trustee indemnity reasonably satisfactory to it against the
                  costs, expenses and liabilities to be incurred in complying
                  with such request;

                           (d) 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 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 or to enforce any right under this Indenture, except in the
manner herein provided.

         In the event 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,
Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

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

         SECTION 5.8 Restoration of Rights and Remedies. If 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 Indenture Trustee or to such
Noteholder, then and in every such case Issuer, Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of Indenture Trustee and the Noteholders shall continue
as though no such Proceeding had been instituted.


                                       27
<PAGE>

         SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to 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
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 Indenture Trustee or to the Noteholders may be exercised from time to time,
and as often as may be deemed expedient, by 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 have the right to direct the time, method
and place of conducting any proceeding for any remedy available to Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
Indenture Trustee; provided that

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

                  (b) subject to the express terms of Section 5.4, any direction
         to 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 Indenture Trustee elects to retain the Trust Estate
         pursuant to such Section, then any direction to 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;

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

                  (e) such direction shall be in writing;

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

         SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Notes of not less than a


                                       28
<PAGE>

majority of the Outstanding Amount of the Notes may waive any past Default or
Event of Default and its consequences except a Default (a) in payment of
principal of or interest on any of the Notes or (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Note. In the case of any such waiver, Issuer, Indenture Trustee
and the Holders of the Notes shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

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

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

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

         SECTION 5.15 Action on Notes. 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 Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by Indenture Trustee against 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 Issuer.

         SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from Indenture Trustee to do so and at
Administrator's expense, Issuer agrees


                                       29
<PAGE>

to take all such lawful action as Indenture Trustee may request to compel or
secure the performance and observance by Seller and Servicer, as applicable, of
each of their obligations to Issuer under or in connection with the Sale and
Servicing Agreement or by the Seller or any Seller Affiliate, as applicable, of
each of their obligations under or in connection with each Purchase Agreement,
in each case, in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to Issuer under or in
connection with the Sale and Servicing Agreement and each Purchase Agreement, as
the case may be, to the extent and in the manner directed by Indenture Trustee,
including the transmission of notices of default on the part of Seller, Servicer
or applicable Seller Affiliate thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by Seller
or Servicer of each of their obligations under the Sale and Servicing Agreement
or by the Seller or any Seller Affiliate, as applicable, of each of their
obligations under or in connection with each Purchase Agreement.

                  (b) If an Event of Default has occurred and is continuing,
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 Issuer against Seller or
Servicer under or in connection with the Sale and Servicing Agreement, or
against the Seller or Seller Affiliate under the applicable Purchase Agreement,
including the right or power to take any action to compel or secure performance
or observance by Seller, Servicer or applicable Seller Affiliate of each of
their obligations to Issuer thereunder and to give any consent, request, notice,
direction, approval, extension or waiver under the Sale and Servicing Agreement
or any Purchase Agreement, as applicable, and any right of Issuer to take such
action shall be suspended.

ARTICLE VI INDENTURE TRUSTEE.

         SECTION 6.1 Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, of which a Responsible Officer of Indenture Trustee
has actual knowledge, 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) Indenture Trustee undertakes to perform such
                  duties and only such duties as are specifically set forth in
                  this Indenture and no implied covenants or obligations shall
                  be read into this Indenture against Indenture Trustee; and

                           (ii) in the absence of bad faith on its part,
                  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 Indenture
                  Trustee and conforming to the requirements of this Indenture;
                  however, Indenture Trustee shall


                                       30
<PAGE>

                  examine the certificates and opinions to determine whether or
                  not they conform to the requirements of this Indenture.

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

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

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

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

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

                  (f) No provision of this Indenture shall require 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
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it.

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

                  (h) Indenture Trustee shall take all actions required to be
taken by the Indenture Trustee under the Sale and Servicing Agreement.

         SECTION 6.2 Rights of Indenture Trustee. (a) Indenture Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. Indenture Trustee need not investigate
any fact or matter stated in the document.

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


                                       31
<PAGE>

                  (c) 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 Indenture Trustee shall not
be responsible for any misconduct or negligence on the part of, or for the
supervision of, Special Purpose Entity, the Servicer, or any other such agent,
attorney, custodian or nominee appointed with due care by it hereunder.
Indenture Trustee shall have no duty to monitor the performance of Issuer.

                  (d) 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, that Indenture Trustee's conduct does not
constitute wilful misconduct, negligence or bad faith.

                  (e) 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.

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

         SECTION 6.4 Indenture Trustee's Disclaimer. Indenture Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, shall not be accountable for Issuer's use of the
proceeds from the Notes, and shall not be responsible for any statement of
Issuer in the Indenture

or in any document issued in connection with the sale of the Notes or in the
Notes other than Indenture Trustee's certificate of authentication.

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

         SECTION 6.6 Reports by Indenture Trustee to Holders. Indenture Trustee
shall deliver to each Noteholder such information as may be reasonably required
to enable such Holder to prepare its Federal and state income tax returns.

         SECTION 6.7 Compensation and Indemnity. The compensation and
reimbursement of expenses of Indenture Trustee shall be governed by the
Administration Agreement. In addition, Issuer shall reimburse any expenses
incurred by the Indenture Trustee in pursuing remedies pursuant to Section 5.4.
Issuer has caused Administrator to agree to indemnify Indenture Trustee


                                       32
<PAGE>

and its officers, directors, employees and agents against any and all loss,
liability or expense (including attorneys' fees and expenses) incurred by it in
connection with the acceptance or the administration of this trust and the
performance of its duties hereunder. Neither Issuer nor Administrator need
reimburse any expense or indemnify against any loss, liability or expense
incurred by Indenture Trustee through Indenture Trustee's own wilful misconduct,
negligence or bad faith or to the extent arising from the breach by the
Indenture Trustee of any of its representations and warranties and covenants set
forth herein. Issuer's payment obligations to Indenture Trustee pursuant to this
Section and the Administration Agreement referenced in the preceding paragraph
shall survive the discharge of this Indenture subject to a satisfaction of the
Rating Agency Condition. When Indenture Trustee incurs expenses after the
occurrence of a Default specified in Section 5.1(d) or (e) with respect to
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. Indenture Trustee may
resign at any time by so notifying Issuer. The Holders of a majority in
Outstanding Amount of the Notes may remove Indenture Trustee by so notifying
Indenture Trustee and may appoint a successor Indenture Trustee. Issuer shall
remove Indenture Trustee if:

                  (a) Indenture Trustee fails to comply with Section 6.11;

                  (b) Indenture Trustee is adjudged a bankrupt or insolvent;

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

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

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to 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 Indenture Trustee under this Indenture subject to satisfaction of the Rating
Agency Condition. 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.

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


                                       33
<PAGE>

         If Indenture Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of Indenture
Trustee and the appointment of a successor Indenture Trustee. Any resignation or
removal of Indenture Trustee and appointment of a Successor Indenture Trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor Indenture Trustee pursuant to
this Section 6.8 and payment of all fees and expenses owed to the outgoing
Indenture Trustee.

         Notwithstanding the resignation or removal of Indenture Trustee
pursuant to this Section, Issuer's and Administrator's obligations under Section
6.7 shall continue for the benefit of the retiring Indenture Trustee. Indenture
Trustee shall not be liable for the acts or omissions of any successor Indenture
Trustee.

         SECTION 6.9 Successor Indenture Trustee by Merger. If Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Indenture Trustee. Indenture Trustee shall
provide the Rating Agencies and the Administrator prior written notice of any
such transaction.

         In case at the time such successor or successors by merger, conversion
or consolidation to 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 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 Indenture Trustee may authenticate such Notes
either in the name of any predecessor hereunder or in the name of the successor
to Indenture Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Notes or in this Indenture provided that
the certificate of Indenture Trustee shall have.

         SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, after delivering written notice to the Administrator, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of Issuer
may at the time be located, Indenture Trustee shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as 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 Indenture Trustee shall be conferred
                  or imposed

                                       34
<PAGE>


                  upon and exercised or performed by 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 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 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 Issuer 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 Indenture Trustee;

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

                           (iii) 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 Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with
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, Indenture Trustee. Every such instrument shall be filed with
Indenture Trustee.

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

         SECTION 6.11 Eligibility; Disqualification. Indenture Trustee shall at
all times satisfy the requirements of TIA Section 310(a). 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 shall have a long
term debt rating of investment grade or better by the Rating Agencies or shall
otherwise be acceptable to the Rating Agencies. Indenture Trustee shall comply
with TIA Section 310(b), including the optional provision permitted by the
second sentence of TIA Section 310(b)(9); provided that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities of Issuer are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.


                                       35
<PAGE>

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

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.

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

         SECTION 7.2 Preservation of Information; Communications to Noteholders.
(a) Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders contained in the most recent
list furnished to Indenture Trustee as provided in Section 7.1 and the names and
addresses of Holders received by Indenture Trustee in its capacity as Note
Registrar. 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. Upon receipt by the Indenture Trustee of any request by three
or more Noteholders or by one or more Noteholders of Notes evidencing not less
than 25% of the Outstanding Amount of Notes to receive a copy of the current
list of Noteholders (whether or not made pursuant to TIA Section 312(b)), the
Indenture Trustee shall promptly notify the Administrator thereof by providing
to the Administrator a copy of such request and a copy of the list of
Noteholders produced in response thereto.

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

         SECTION 7.3 Reports by Issuer. (a) Issuer shall:

                           (i) file with Indenture Trustee, within 15 days after
                  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 Issuer may be required to file
                  with the Commission pursuant to Section 13 or 15(d) of the
                  Exchange Act;

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


                                       36
<PAGE>

                  by the Commission such additional information, documents and
                  reports with respect to compliance by 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 Indenture Trustee (and 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 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 Issuer otherwise determines, the fiscal year of
Issuer shall end on December 31 of each year.

         SECTION 7.4 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each March 31, beginning with March 31, 200_,
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). Indenture Trustee also shall comply with TIA Section 313(b)(1). A copy
of each report at the time of its mailing to Noteholders shall be filed by
Indenture Trustee with the Commission and each stock exchange, if any, on which
the Notes are listed. Issuer shall notify Indenture Trustee if and when the
Notes are listed on any stock exchange.

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.

         SECTION 8.1 Collection of Money. Except as otherwise expressly provided
herein, 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
Indenture Trustee pursuant to this Indenture. 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, 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 Trust Accounts. (a) On or prior to the Closing Date, Issuer
shall cause Servicer to establish, in the name of Indenture Trustee, for the
benefit of the Noteholders and the Certificateholders, the Trust Accounts as
provided in Section 5.1 of the Sale and Servicing Agreement.

                  (b) On or before each Distribution Date, the Total
Distribution Amount with respect to the preceding Collection Period will be
deposited in the Collection Account as provided in Section 5.2 of the Sale and
Servicing Agreement. On or before each Distribution Date, the Noteholders'
Distributable Amount with respect to the preceding Collection Period will

                                       37
<PAGE>


be transferred from the Collection Account and/or the Reserve Account to the
Note Distribution Account as provided in Sections 5.1 and 5.5 of the Sale and
Servicing Agreement.

                  (c) On each Distribution Date and Redemption Date, Indenture
Trustee shall distribute all amounts on deposit in the Note Distribution Account
to Noteholders in respect of the Notes to the extent of amounts due and unpaid
on the Notes for principal and interest in the following amounts and in the
following order of priority (except as otherwise provided in Section 5.4(b)):

                           (i) accrued and unpaid interest on the Notes (A) in
                  the Class A-1 Noteholders' Interest Distributable Amount, to
                  the Class A-1 Noteholders, and (B) in the Class A-2
                  Noteholders' Interest Distributable Amount, to the Class A-2
                  Noteholders, provided that if there are not sufficient funds
                  in the Note Distribution Account to pay the entire amount of
                  accrued and unpaid interest then due on the Notes for the
                  related Distribution Date, the amount in the Note Distribution
                  Account shall be applied to the payment of such interest on
                  each class of the Notes pro rata on the basis of the total
                  amount of such interest due on such class of Notes for such
                  Distribution Date;

                           (ii) payment of principal to the Holders of the Class
                  A-1 Notes until the Outstanding Amount of the Class A-1 Notes
                  is reduced to zero provided that if there are not sufficient
                  funds in the Note Distribution Account to pay in full the
                  principal amount of the outstanding Class A-1 Notes, the
                  amounts in the Note Distribution Account shall be applied to
                  the payment of principal on the Class A-1 Notes on a pro rata
                  basis; and

                           (iii) payment of principal to the Holders of the
                  Class A-2 Notes until the Outstanding Amount of the Class A-2
                  Notes is reduced to zero provided that if there are not
                  sufficient funds in the Note Distribution Account to pay in
                  full the principal amount of the outstanding Class A-2 Notes,
                  the amounts in the Note Distribution Account shall be applied
                  to the payment of principal on the Class A-2 Notes on a pro
                  rata basis.

         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 Trust Accounts shall be invested in Eligible
Investments and reinvested by Indenture Trustee upon Issuer Order, subject to
the provisions of Section 5.1(b) of the Sale and Servicing Agreement. In
accordance with Section 5.1(b) of the Sale and Servicing Agreement, on each
Distribution Date, all interest and other investment income (net of losses and
investment expenses) on funds on deposit in the Trust Accounts shall be
distributed to the Seller by the Indenture Trustee. Issuer will not direct
Indenture Trustee to make any investment of any funds or to sell any investment
held in any of the Trust Accounts unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or
the proceeds of such sale, in either


                                       38
<PAGE>

case without any further action by any Person, and, in connection with any
direction to Indenture Trustee to make any such investment or sale, if requested
by Indenture Trustee, Issuer shall deliver to Indenture Trustee an Opinion of
Counsel, acceptable to Indenture Trustee, to such effect.

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

                  (c) If (i) Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to Indenture Trustee
by 11:00 a.m. Eastern Time (or such other time as may be agreed by Issuer and
Indenture Trustee) on any Business Day; (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 (iii) if such
Notes shall have been declared due and payable following an Event of Default,
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
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Trust Accounts in one or more Eligible Investments. Indenture
Trustee shall not be liable for losses in respect of such investments in
Eligible Investments that comply with the requirements of the Basic Documents.

         SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, 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 Indenture Trustee's
interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by Indenture Trustee as provided in this Article VIII shall
be bound to ascertain Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

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

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, acknowledges that from
time to time the Indenture Trustee shall release the lien of this Indenture on
any Receivable to be sold to (i) Seller in accordance with Section 3.3 of the
Sale and Servicing Agreement and (ii) to Servicer in accordance with Section 4.7
of the Sale and Servicing Agreement.


                                       39
<PAGE>

         SECTION 8.5 Opinion of Counsel. Indenture Trustee shall receive at
least seven days' notice when requested by Issuer to take any action pursuant to
Section 8.4(a), accompanied by copies of any instruments involved, and Indenture
Trustee may also require as a condition to such action, an Opinion of Counsel,
in form and substance satisfactory to Indenture Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate. Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to
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 by Issuer, as evidenced to Indenture Trustee, Issuer and
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 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 Indenture Trustee
                  any property subject or required to be subjected to the lien
                  of this Indenture, or to subject to the lien of this Indenture
                  additional property;

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

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

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

                           (v) to cure any ambiguity, to correct or supplement
                  any provision herein or in any supplemental indenture which
                  may be inconsistent with any other provision herein or in any
                  supplemental indenture or to make any other provisions with
                  respect to matters or questions arising under this Indenture
                  or in any supplemental

                                       40
<PAGE>


                  indenture; provided that such action shall not materially and
                  adversely affect the interests of the Holders of the Notes;

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

                           (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; or

                           (viii) [to add, modify or eliminate such provisions
                  as may be necessary or advisable in order to enable (a) the
                  transfer to Issuer of all or any portion of the Receivables to
                  be derecognized under GAAP by Seller to Issuer, (b) Issuer to
                  avoid becoming a member of Seller's consolidated group under
                  GAAP or (c) the Seller, any Seller Affiliate or any of other
                  Affiliates to otherwise comply with or obtain more favorable
                  treatment under any law or regulation or any accounting rule
                  or principle; it being a condition to any such amendment that
                  each Rating Agency will have notified the Indenture Trustee in
                  writing that the amendment will not result in a reduction or
                  withdrawal of the rating of any outstanding Notes or
                  Certificates with respect to which it is a Rating Agency].

         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) Issuer and Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior notice to the Rating Agencies by Issuer, as evidenced to Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided 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. Issuer
and 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 Issuer and Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to,

                                       41
<PAGE>


or changing in any manner or eliminating any of the provisions of, this
Indenture or of modifying in any manner the rights of the Holders of the Notes
under this Indenture; provided that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

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

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

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

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

                           (v) modify any provision of this Section except to
                  increase any percentage specified herein or to provide that
                  certain additional provisions of this Indenture or the Basic
                  Documents cannot be modified or waived without the consent of
                  the Holder of each Outstanding Note affected thereby;

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


                                       42
<PAGE>

                           (vii) permit the creation of any lien ranking prior
                  to or on a parity with the lien of this Indenture with respect
                  to any part of the Trust Estate or, except as otherwise
                  permitted or contemplated herein or in the Basic Documents,
                  terminate the lien of this Indenture on any property at any
                  time subject hereto or deprive the Holder of any Note of the
                  security provided by the lien of this Indenture. Indenture
                  Trustee may determine whether or not any Notes would be
                  affected by any supplemental indenture and any such
                  determination shall be conclusive upon the Holders of all
                  Notes, whether theretofore or thereafter authenticated and
                  delivered hereunder. Indenture Trustee shall not be liable for
                  any such determination made in good faith.

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

         Promptly after the execution by Issuer and Indenture Trustee of any
supplemental indenture pursuant to this Section, Indenture Trustee shall mail to
the Holders of the Notes to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of 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, Indenture Trustee shall be entitled to receive, and subject
to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects 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
Indenture Trustee, Issuer and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         SECTION 9.5 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 Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.


                                       43
<PAGE>

         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 Indenture Trustee shall,
bear a notation in form approved by Indenture Trustee as to any matter provided
for in such supplemental indenture. If Issuer or Indenture Trustee shall so
determine, new Notes so modified as to conform, in the opinion of Indenture
Trustee and Issuer, to any such supplemental indenture may be prepared and
executed by Issuer and authenticated and delivered by Indenture Trustee in
exchange for Outstanding Notes.

ARTICLE X REDEMPTION OF NOTES.

         SECTION 10.1 Redemption. (a) The Class A-2 Notes are subject to
redemption in whole, but not in part, at the direction of Seller or Servicer
pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any
Distribution Date on which Seller or Servicer exercises its option to purchase
the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to
the Redemption Price; provided that Issuer has available funds sufficient to pay
the Redemption Price. Servicer or Issuer shall furnish the Rating Agencies
notice of such redemption. If the Class A-2 Notes are to be redeemed pursuant to
this Section 10.1(a), Servicer or Issuer shall furnish notice of such election
to Indenture Trustee not later than 25 days prior to the Redemption Date and
Issuer shall deposit with Indenture Trustee in the Note Distribution Account the
Redemption Price of the Class A-2 Notes to be redeemed whereupon all such Class
A-2 Notes shall be due and payable on the Redemption Date upon the furnishing of
a notice complying with Section 10.2 to each Holder of the Class A-2 Notes.

                           (b) If the assets of Issuer are sold pursuant to
                  Section 9.2 of the Trust Agreement, all amounts on deposit in
                  the Note Distribution Account shall be paid to the Noteholders
                  up to the Outstanding Amount of the Notes and all accrued and
                  unpaid interest thereon. If amounts are to be paid to
                  Noteholders pursuant to this Section 10.1(b), Servicer or
                  Issuer shall, to the extent practicable, furnish notice of
                  such event to Indenture Trustee not later than 25 days prior
                  to the Redemption Date whereupon all such amounts shall be
                  payable on the Redemption Date.

         SECTION 10.2 Form of Redemption Notice. (a) Notice of redemption under
Section 10.1(a) shall be given by Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Redemption Date to each Holder of Class A-2 Notes, as of the close of business
on the Record Date preceding the applicable Redemption Date, at such Holder's
address appearing in the Note Register.

         All notices of redemption shall state:

                           (i) the Redemption Date;

                           (ii) the Redemption Price;

                           (iii) that the Record Date otherwise applicable to
                  such Redemption Date is not applicable and that payments shall
                  be made only upon presentation and surrender of such Class A-2


                                       44
<PAGE>

                  Notes and the place where such Class A-2 Notes are to be
                  surrendered for payment of the Redemption Price (which shall
                  be the office or agency of Issuer to be maintained as provided
                  in Section 3.2); and

                           (iv) that interest on the Class A-2 Notes shall cease
                  to accrue on the Redemption Date.

         Notice of redemption of the Class A-2 Notes shall be given by Indenture
Trustee in the name and at the expense of Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Class A-2 Note shall not
impair or affect the validity of the redemption of any other Class A-2 Note.

                           (b) Prior notice of redemption under Section 10.1(b)
                  is not required to be given to Noteholders.

         SECTION 10.3 Notes Payable on Redemption Date. The Class A-2 Notes to
be redeemed shall, following notice of redemption as required by Section 10.2
(in the case of redemption pursuant to Section 10.1(a)), on the Redemption Date
become due and payable at the Redemption Price and (unless Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.

ARTICLE XI MISCELLANEOUS.

         SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by Issuer to Indenture Trustee to take any action under
any provision of this Indenture, Issuer shall furnish to 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, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

                           (ii) a brief statement as to the nature and scope of
                  the examination or investigation upon which the statements or
                  opinions contained in such certificate or opinion are based;
                  (iii) a statement that, in the opinion of each such signatory,
                  such signatory has made such examination or investigation as
                  is


                                       45
<PAGE>


                  necessary to enable such signatory to express an informed
                  opinion as to whether or not such covenant or condition has
                  been complied with; and

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

                           (b) (i) Prior to the deposit of any Collateral or
                  other property or securities with Indenture Trustee that is to
                  be made the basis for the release of any property or
                  securities subject to the lien of this Indenture, Issuer
                  shall, in addition to any obligation imposed in Section
                  11.1(a) or elsewhere in this Indenture, furnish to 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 Issuer of the
                  Collateral or other property or securities to be so deposited.

                           (ii) Whenever Issuer is required to furnish to
                  Indenture Trustee an Officer's Certificate certifying or
                  stating the opinion of any signer thereof as to the matters
                  described in clause (i), Issuer shall also deliver to
                  Indenture Trustee an Independent Certificate as to the same
                  matters, if the fair value to Issuer of the securities to be
                  so deposited and of all other such securities made the basis
                  of any such withdrawal or release since the commencement of
                  the then-current fiscal year of Issuer, as set forth in the
                  certificates delivered pursuant to clause (i) and this clause
                  (ii), is 10% or more of the Outstanding Amount of the Notes,
                  but such a certificate need not be furnished with respect to
                  any securities so deposited, if the fair value thereof to
                  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
                  Purchased Receivables or Defaulted Receivables, whenever any
                  property or securities are to be released from the lien of
                  this Indenture, Issuer shall also furnish to 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 Issuer is required to furnish to
                  Indenture Trustee an Officer's Certificate certifying or
                  stating the opinion of any signer thereof as to the matters
                  described in clause (iii), Issuer shall also furnish to
                  Indenture Trustee an Independent Certificate



                                       46
<PAGE>

                  as to the same matters if the fair value of the property or
                  securities and of all other property other than Purchased
                  Receivables and Defaulted Receivables, or securities released
                  from the lien of this Indenture since the commencement of the
                  then current calendar year, as set forth in the certificates
                  required by clause (iii) and this clause (iv), equals 10% or
                  more of the Outstanding Amount of the Notes, but such
                  certificate need not be furnished in the case of any release
                  of property or securities if the fair value thereof as set
                  forth in the related Officer's Certificate is less than
                  $25,000 or less than one percent of the then Outstanding
                  Amount of the Notes.

                           (v) Notwithstanding Section 2.9 or any other
                  provision of this Section, Issuer may (A) collect, liquidate,
                  sell or otherwise dispose of Receivables as and to the extent
                  permitted or required by the Basic Documents and (B) make cash
                  payments out of the Trust Accounts as and to the extent
                  permitted or required by the Basic Documents.

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

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

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

         Whenever in this Indenture, in connection with any application or
certificate or report to Indenture Trustee, it is provided that Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of 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

                                       47
<PAGE>


such document shall in such case be conditions precedent to the right of Issuer
to have such application granted or to the sufficiency of such certificate or
report. The foregoing shall not, however, be construed to affect Indenture
Trustee's right to rely upon the truth and accuracy of any statement or opinion
contained in any such document as provided in Article VI.

         SECTION 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders 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 Indenture Trustee, and, where it is
hereby expressly required, to 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 Indenture Trustee and Issuer, if made in the manner
provided in this Section.

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

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

                           (d) Any request, demand, authorization, direction,
                  notice, consent, waiver or other action by the Holder of any
                  Notes shall bind the Holder of every Note issued upon the
                  registration thereof or in exchange therefor or in lieu
                  thereof, in respect of anything done, omitted or suffered to
                  be done by Indenture Trustee or 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) Indenture Trustee by any Noteholder,
                  Administrator or Issuer shall be sufficient for every purpose
                  hereunder if personally delivered, delivered by overnight
                  courier or mailed certified mail, return receipt requested and
                  shall be deemed to have been duly given upon receipt to
                  Indenture Trustee at its Corporate Trust Office, or

                           (b) Issuer by Indenture Trustee or by any Noteholder
                  shall be sufficient for every purpose hereunder if personally


                                       48
<PAGE>


                  delivered, delivered by overnight courier or mailed certified
                  mail, return receipt requested and shall be deemed to have
                  been duly given upon receipt to Issuer addressed to:
                  Volkswagen Auto Loan Enhanced [Trust][LLC] 200_-_, in care of
                  [____________________], with a copy to Administrator at 3800
                  Hamlin Road, Auburn Hills, Michigan 48326, Attention:
                  ______________, or at any other address previously furnished
                  in writing to Indenture Trustee by Issuer or Administrator.
                  Issuer shall promptly transmit any notice received by it from
                  the Noteholders to Indenture Trustee.

         Notices required to be given to the Rating Agencies by Issuer,
Indenture Trustee or Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of Moody's, at the following address: [Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10004], (ii) in
the case of S&P, at the following address: [Standard & Poor's Ratings Services,
26 Broadway (15th Floor), New York, New York 10004], Attention of Asset Backed
Surveillance Department; and (iii) in the case of Fitch, at the following
address: [Fitch Rating, One State Street Plaza, New York, New York 10004] or as
to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

         SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

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


                                       49
<PAGE>


         SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by 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, provided that such methods are reasonable and consented to by
Indenture Trustee (which consent shall not be unreasonably withheld). Issuer
will furnish to the trustee a copy of each such agreement and Indenture Trustee
will cause payments to be made and notices to be given in accordance with such
agreements.

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

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

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

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

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

         SECTION 11.11 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 the Noteholders, and any other party
secured hereunder, and any other person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

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

         SECTION 11.13 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.


                                       50
<PAGE>

         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 Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to Indenture Trustee or any other counsel reasonably
acceptable to 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 Indenture
Trustee under this Indenture.

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

         SECTION 11.17 No Petition. Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against Seller or Issuer, or join in
any institution against Seller or Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the Basic
Documents.

         SECTION 11.18 Inspection. Issuer agrees that, on reasonable prior
notice, it will permit any representative of Indenture Trustee, during Issuer's
normal business hours, to examine all the books of account, records, reports,
and other papers of Issuer, to make copies and extracts therefrom, to cause such
books to be audited by Independent certified public accountants, and to discuss
Issuer's affairs, finances and accounts with Issuer's officers, employees, and
independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. 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 Indenture
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder.


                                       51
<PAGE>


         IN WITNESS WHEREOF, Issuer and 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.

                                       VOLKSWAGEN AUTO LOAN ENHANCED
                                            [TRUST][LLC] 200_-_

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

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

                                      ---------------------------------------
                                      not in its individual capacity
                                      but solely as Indenture Trustee,

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


                                       52
<PAGE>


                                                                       EXHIBIT A

                             SCHEDULE OF RECEIVABLES

                     Delivered on Disk to Indenture Trustee









                                       A
<PAGE>


                                                                       EXHIBIT B

                                FORM OF A-1 NOTES

REGISTERED                                           $__________(3) No.  R-___
CUSIP NO.  _____________

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

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

                VOLKSWAGEN AUTO LOAN ENHANCED [TRUST][LLC] 200_-_
                       _____% CLASS A-1 ASSET BACKED NOTES

         Volkswagen Auto Loan Enhanced [Trust][LLC] 200_-_, a [common law
trust][limited liability company][statutory trust][organized and existing under
the laws of the State of Delaware] (including any successor, the "Issuer"), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of __________________ DOLLARS ($___________), partially payable 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 of this
Note and the denominator of which is the aggregate initial principal amount of
the Class A-1 Notes (the "Fraction") by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the A-1
Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
Final Scheduled Distribution Date for the Class A-1 Notes and the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay
interest on this Note on each Distribution Date until the principal of this Note
is paid or made available for payment, in an amount equal to the product of the
Class A-1 Noteholders' Interest Distributable Amount for the related
Distribution Date multiplied by the Fraction subject to certain limitations
contained in Section 3.1 and Section 8.2 of the Indenture. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.


-----------------
(3) Denominations of $[1,000] and integral multiples of $1,000 in excess
    thereof.


                                      B-1
<PAGE>


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

Dated:                ,  200
         -------------      --

                                     VOLKSWAGEN AUTO LOAN ENHANCED
                                     [TRUST][LLC] 200_-_

                                     [By:
                                          -------------------------------------
                                          not in its individual capacity
                                          but solely as Owner Trustee under the
                                                 Trust Agreement

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


                                      B-2
<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:                ,  200
         -------------      --


                                            ----------------------------------,
                                            not in its individual capacity,
                                            but solely as Indenture Trustee

                                            By:
                                               -------------------------------,
                                               Authorized Signatory


                                      B-3
<PAGE>


                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ______% Class A-1 Asset Backed Notes (herein called the "A-1
Notes" or the "Notes"), all issued under an Indenture dated as of __________,
200__ (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and _____________________, not in its
individual capacity but solely as trustee (the "Indenture Trustee"), which term
includes any successor Indenture 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 Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

         The Notes and the Class A-2 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

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

         Each Holder or Note Owner, by acceptance of a Note, or, in the case of
a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of Issuer, Seller, Servicer, Owner Trustee or Indenture Trustee on the Notes or
under this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) Seller, Servicer, Indenture Trustee or Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of Seller, Servicer, Indenture Trustee or Owner Trustee in its
individual capacity, any holder of a beneficial interest in Issuer, Seller,
Servicer, Owner Trustee or Indenture Trustee or of any successor or assign of
Seller, Servicer, Indenture Trustee or Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
Indenture Trustee and 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 installment or call
owing to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to
take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.

         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 they
will not at any time institute against Seller or Issuer, or join in any
institution against Seller or Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other



                                      B-4
<PAGE>

proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed. Anything herein
to the contrary notwithstanding, except as expressly provided in the Basic
Documents, neither _________________, in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees, 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 for the
sole purposes of binding the interests of 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 that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                      B-5

<PAGE>


                                   ASSIGNMENT

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

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

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

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

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

Dated:                                                     */
        -------------      -------------------------------
                              Signature Guaranteed:


                           ----------------------------------------------------
                           Signatures must be guaranteed by an "eligible
                           guarantor institution" meeting the requirements of
                           the Note Registrar, which requirements include
                           membership or participation in STAMP or such other
                           "signature guarantee program" as may be determined by
                           the Note Registrar in addition to, or in substitution
                           for, STAMP, all in accordance with the Securities
                           Exchange Act of 1934, as amended.

---------
*/ 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.



                                       B-6
<PAGE>

                                    EXHIBIT C

                                FORM OF A-2 NOTES

REGISTERED                                           $___________(4) No.  R-___
CUSIP NO.  _____________

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

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

                VOLKSWAGEN AUTO LOAN ENHANCED [TRUST][LLC] 200_-_
                       _____% CLASS A-2 ASSET BACKED NOTES

         Volkswagen Auto Loan Enhanced [Trust][LLC] 200_-_, a [common law
trust][limited liability company][statutory trust] [organized and existing under
the laws of the State of Delaware] (including any successor, the "Issuer"), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of __________________ DOLLARS ($___________), partially payable 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 of this
Note and the denominator of which is the aggregate initial principal amount of
the Class A-2 Notes ("the Fraction") by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the A-2
Notes pursuant to Section 3.1 of the Indenture; provided that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
Final Scheduled Distribution Date for the Class A-2 Notes and the Redemption



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

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


                                      C-1
<PAGE>


Date, if any, pursuant to Section 10.1 of the Indenture. No payments of
principal of the A-2 Notes will be made until the principal of the A-1 Notes has
been paid in full. The Issuer will pay interest on this Note on each
Distribution Date until the principal of this Note is paid or made available for
payment in an amount equal to the product of the Class A-2 Noteholders' Interest
distributable Amount for the related Transfer Date multiplied by the Fraction,
subject to certain limitations contained in Section 3.1 and Section 8.2 of the
Indenture. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture. The principal of and interest on this Note
are payable in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid
principal of this Note. 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 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.

Dated:   _____________, 200__


                                      VOLKSWAGEN AUTO LOAN ENHANCED
                                      [TRUST][LLC] 200_-_

                                      By:
                                          -------------------------------------
                                          not in its individual capacity
                                          but solely as Owner Trustee under the
                                          Trust Agreement

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


                                      C-2
<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:   ______________, 200_


                                      -----------------------------------------
                                      not in its individual capacity,
                                      but solely as Indenture Trustee

                                      By:
                                         --------------------------------------
                                                    Authorized Signatory


                                      C-3

<PAGE>


                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ______% Class A-2 Asset Backed Notes (herein called the "A-2
Notes" or the "Notes"), all issued under an Indenture dated as of __________,
200__ (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and _____________________, not in its
individual capacity but solely as trustee (the "Indenture Trustee"), which term
includes any successor Indenture 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 Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

         The Notes and the Class A-1 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

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

         Each Holder or Note Owner, by acceptance of a Note, or, in the case of
a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of Issuer, Seller, Servicer, Owner Trustee or Indenture Trustee on the Notes or
under this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) Seller, Servicer, Indenture Trustee or Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of Seller, Servicer, Indenture Trustee or Owner Trustee in its
individual capacity, any holder of a beneficial interest in Issuer, Seller,
Servicer, Owner Trustee or Indenture Trustee or of any successor or assign of
Seller, Servicer, Indenture Trustee or Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
Indenture Trustee and 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 installment or call
owing to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to
take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.

         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 they
will not at any time institute against Seller or Issuer, or join in any
institution against Seller or Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other


                                      C-4
<PAGE>


proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed. Anything herein
to the contrary notwithstanding, except as expressly provided in the Basic
Documents, neither ________________________, in its individual capacity, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees, 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 for the
sole purposes of binding the interests of 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 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-5
<PAGE>


                                   ASSIGNMENT

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

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

         FOR VALUE RECEIVED, the undersigned hereby sells,

assigns and transfers unto _______________________________

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

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

Dated:                                                    */
        -------------      -------------------------------
                              Signature Guaranteed:


                           ----------------------------------------------------
                           Signatures must be guaranteed by an "eligible
                           guarantor institution" meeting the requirements of
                           the Note Registrar, which requirements include
                           membership or participation in STAMP or such other
                           "signature guarantee program" as may be determined by
                           the Note Registrar in addition to, or in substitution
                           for, STAMP, all in accordance with the Securities
                           Exchange Act of 1934, as amended.


-------------------------
*/ 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-6