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                                                                     EXHIBIT 4.2

                                FORM OF INDENTURE

                                     between

                   TOYOTA AUTO RECEIVABLES 200_-_ OWNER TRUST,

                                    as Issuer

                                       and

                                       o,

                              as Indenture Trustee

                                  Dated as of o


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                                TABLE OF CONTENTS


                                          -i-



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     INDENTURE dated as of o, between TOYOTA AUTO RECEIVABLES 200_-_ OWNER
TRUST, a [Delaware] business trust (the "Issuer"), and o, a [Delaware banking
corporation], as trustee and not in its individual capacity (the "Indenture
Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Issuer's Class A-1 o% Asset
Backed Notes (the "Class A-1 Notes"), Class A-2 o% Asset Backed Notes (the
"Class A-2 Notes") and Class A-3 o% Asset Backed Notes (the"Class A-3 Notes"
and, together with the Class A-1 Notes and the Class A-2 Notes, the "Notes"):

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes and Certificates,
all of the Issuer's right, title and interest in and to: (i) all right, title
and interest of the Issuer in and to the Receivables and all monies due thereon
or paid thereunder or in respect thereof (including proceeds of the repurchase
of Receivables by the Seller pursuant to Section 3.02 or 9.01 or the purchase of
Receivables by the Servicer pursuant to Section 4.07 or 9.01) on or after the
Cutoff Date; (ii) the interest of the Issuer in the security interests in the
Financed Vehicles granted by the Obligors pursuant to the Receivables and any
accessions thereto; (iii) the interest of the Issuer in any proceeds of any
physical damage insurance policies covering Financed Vehicles and in any
proceeds of any credit life or credit disability insurance policies relating to
the Receivables or the Obligors; (iv) the interest of the Issuer in any Dealer
Recourse; (v) the interest of the Issuer under the Receivables Purchase
Agreement [, the Collateral Security Agreement] [, the Yield Maintenance
Agreement] and the Sale and Servicing Agreement; (vi) the right of the Issuer to
realize upon any property (including the right to receive future Liquidation
Proceeds) that shall have secured a Receivable and have been repossessed by or
on behalf of the Issuer, the Servicer, the Depositor or the Owner Trustee; (vii)
all other assets comprising the Owner Trust Estate; and (viii) all present and
future claims, demands, causes of action and chooses in action in respect of any
or all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit 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, priority or distinction, and to secure compliance
with the provisions of this Indenture, and subject to the subordinate claims
thereon of the Holders of the Certificates, all as provided in this Indenture.

     The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the
Notes and for the benefit of the Certificateholders, 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

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the Notes may be adequately and effectively protected and the rights of the
Certificateholders secured.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1 DEFINITIONS. Except as otherwise specified herein or in the
context may otherwise require, capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the Trust Agreement and the Sale
and Servicing Agreement, as the case may be, for all purposes of this Indenture.
Except as otherwise provided in this Agreement, whenever used herein the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

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

     "Authorized Officer" means (i) with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer identified as such on any list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee and (ii) with respect to
the Administrator, any Vice President or more senior officer of the
Administrator who is authorized to act for the Administrator in matters relating
to the Issuer and identified as such on any list of Authorized Officers
delivered by the Administrator to the Indenture Trustee.

     "Book-Entry Notes" means a beneficial interest in the Class A-2 Notes and
Class A-3 Notes, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.11.

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions or trust companies in [The City of New York] [The
City of Los Angeles] are authorized or obligated by law, regulation or executive
order to remain closed.

     "Class A-1 Rate" means ____% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months).

     "Class A-1 Notes" means the Class A-1 ____% Asset Backed Notes,
substantially in the form attached hereto as Exhibit A.

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

     "Class A-2 Notes" means the Class A-2 ____% Asset Backed Notes,
substantially in the form attached hereto as Exhibit A.

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

     "Class A-3 Notes" means the Class A-3 ____% Asset Backed Notes,
substantially in the form attached hereto as Exhibit A.


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

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

     "Closing Date" means __________, 200__.

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

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

     "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
o; Attention: o, or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders, the Issuer and the
Administrator, or the principal corporate trust office of any successor
Indenture Trustee at the address designated by such successor Indenture Trustee
by notice to the Noteholders and the Issuer.

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

     "Definitive Notes" has the meaning specified in Section 2.13.

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

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

     "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation; and with respect to any partnership, any general partner
thereof.

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


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

     "Indenture Trustee" means o, a [Delaware banking corporation], as Indenture
Trustee under this Indenture, or any successor Indenture Trustee under this
Indenture.

     "Independent" means, when used with respect to any specified Person, that
the Person is in fact independent of the Seller, the Servicer, the
Administrator, the Issuer or any other obligor on the Notes or any Affiliate of
any of the foregoing Persons because, among other things, such Person (a) is not
an employee, officer or director or otherwise controlled thereby or under common
control therewith, (b) does not have any direct financial interest or any
material indirect financial interest therein (whether as holder of securities
thereof or party to contract therewith or otherwise) and (c) is not and has not
within the preceding twelve months been a promoter, underwriter, trustee,
partner, director or person performing similar functions therefor or otherwise
had legal, contractual or fiduciary or other duties to act on behalf of or for
the benefit thereof.

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

     "Interest Period" means, with respect to any Distribution Date and any
class of Notes, the period from and including the second day of the month
preceding the month of such Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) to and including the first day of the month
of such Distribution Date.

     "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate or the Class
A-3 Rate.

     "Issuer" means Toyota Auto Receivables 200_-_ Owner Trust unless and until
a successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor on
the Notes.

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

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

     "Note Depository Agreement" means the agreement entitled "Letter of
Representations" dated on or before the Closing Date among the Clearing Agency,
the Issuer and the Indenture Trustee with respect to certain matters relating to
the duties thereof with respect to the Book- Entry Notes, substantially in the
form attached hereto as Exhibit B.

     "Note Owner" means, with respect to a Book-Entry Note, the Person who is
the beneficial owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency or on the books of a Person maintaining an account with such
Clearing Agency (directly as a

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

     "Note Register" means the Register of Noteholders' information maintained
by the Note Registrar pursuant to Section 2.04.

     "Note Registrar" means the Indenture Trustee unless and until a
successor Note Registrar shall have been appointed pursuant to Section 2.04.

     "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Indenture Trustee. Unless otherwise specified, any reference in this
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of the Issuer.

     "Opinion of Counsel" means one or more written opinions of counsel who may,
except as otherwise expressly provided in this Indenture, be an employee of or
counsel to the Issuer, the Seller or the Servicer and which counsel shall be
satisfactory to the Owner Trustee, the Indenture Trustee or the Rating Agencies,
as the case may be.

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

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

          (b) Notes or portions thereof the payment for which money in the
     necessary amount has been theretofore deposited with the Indenture Trustee
     or any Paying Agent in trust for the Holders of such Notes; and

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

     "Outstanding Amount" means the aggregate principal amount of all Notes, or,
if indicated by the context, all Notes of any Class, outstanding at the date of
determination.


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     "Owner Trustee" means o, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, or any successor Owner Trustee under the
Trust Agreement.

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

     "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

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

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

     "Sale and Servicing Agreement" means the Sale and Servicing Agreement dated
as of o, among the Issuer, Toyota Motor Credit Receivables Corporation, as
Seller, and Toyota Motor Credit Corporation, as Servicer.

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

     "Seller" shall mean Toyota Motor Credit Receivables Corporation, in its
capacity as seller under the Sale and Servicing Agreement, and its successor in
interest.

     "Servicer" shall mean Toyota Motor Credit Corporation in its capacity as
servicer under the Sale and Servicing Agreement, and any Successor Servicer
thereunder.

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

     "TMCC" means Toyota Motor Credit Corporation, and its successors and
assigns.

     "TMCRC" means Toyota Motor Credit Receivables Corporation, and its
successors and assigns.

     "Trust Estate" means all money, instruments, rights and other property that
are subject or intended to be subject to the lien and security interest of this
Indenture for the benefit of the


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Noteholders (including, without limitation, all property and interests Granted
to the Indenture Trustee pursuant to the Granting Clause), including all
proceeds thereof.

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

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

     SECTION 1.2 USAGE OF TERMS. With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to "writing" include printing,
typing, lithography and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."

     SECTION 1.3 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 the Indenture Trustee.

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

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

                                   ARTICLE II

                                    THE NOTES

     SECTION 2.1 FORM. The Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes, in each case together with the Indenture Trustee's certificate of
authentication, shall be in substantially the form set forth in Exhibit A, 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


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evidenced by their execution thereof. 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 Exhibit A are part of the terms of this Indenture.

     SECTION 2.2 EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes. The Indenture Trustee shall upon Issuer
Order authenticate and deliver Class A-1 Notes for original issue in an
aggregate principal amount of $o, Class A-2 Notes for original issue in an
aggregate principal amount of $o and Class A-3 Notes for original issue in an
aggregate principal amount of $o. The aggregate principal amount of Class A-1
Notes, Class A-2 Notes and Class A-3 Notes outstanding at any time may not
exceed such respective amounts except as provided in Section 2.06. The Notes
shall be issuable as registered Notes in the minimum denomination $1,000. Each
Note shall be dated the date of its authentication.

     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 included in Exhibit A, executed by
the Indenture Trustee by the manual or facsimile signature of one of its
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,
the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes. If temporary
Notes are issued, the Issuer 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 the Issuer to be maintained as provided in
Section 3.02, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Notes, the Issuer shall execute, and the Indenture
Trustee shall authenticate and deliver in exchange therefor, a like principal
amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes.

     SECTION 2.4 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.


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          (a) The Note Registrar shall maintain a Note Register in which,
     subject to such reasonable regulations as it may prescribe, the Note
     Registrar shall provide for the registration of Notes and transfers and
     exchanges of Notes as provided in this Indenture. The Indenture Trustee is
     hereby initially appointed Note Registrar for the purpose of registering
     Notes and transfers and exchanges of Notes as provided in this Indenture.
     In the event that, subsequent to the Closing Date, the Indenture Trustee
     notifies the Issuer that it is unable to act as Note Registrar, the Issuer
     shall appoint another bank or trust company, having an office or agency
     located in the [Borough of Manhattan], The City of New York, agreeing to
     act in accordance with the provisions of this Indenture applicable to it,
     and otherwise acceptable to the Indenture Trustee, to act as successor Note
     Registrar under this Indenture. If a Person other than the Indenture
     Trustee is appointed by the Issuer as Note Registrar, the Issuer will give
     the Indenture Trustee prompt written notice of the appointment of such Note
     Registrar and of the location, and any change in the location, of the Note
     Register, and the Indenture Trustee shall have the right to inspect the
     Note Register at all reasonable times and to obtain copies thereof, and the
     Indenture Trustee shall have the right to rely upon a certificate executed
     on behalf of the Note Registrar by an Executive Officer thereof as to the
     names and addresses of the Holders of the Notes and the principal amounts
     and number of such Notes.

          (b) Upon the proper surrender for registration of transfer of any Note
     at the office or agency of the Issuer to be maintained as provided in
     Section 3.02, the Issuer shall execute, and the Indenture Trustee shall
     authenticate in the name of the designated transferee or transferees, one
     or more new Notes of the same Class in authorized denominations of a like
     aggregate principal amount.

          (c) At the option of the Holder, Notes may be exchanged for other
     Notes of the same Class in any authorized denominations, of a like
     aggregate principal amount, upon surrender of the Notes to be exchanged at
     such office or agency. Whenever any Notes are so surrendered for exchange,
     the Issuer shall execute, and the Indenture Trustee shall authenticate and
     the Noteholder shall obtain from the Indenture Trustee, the Notes which the
     Noteholder making the exchange is entitled to receive. Every Note presented
     or surrendered for registration of transfer or exchange shall be
     accompanied by a written instrument of transfer in form satisfactory to the
     Indenture Trustee and the Note Registrar duly executed by the Holder
     thereof or his attorney duly authorized in writing.

          (d) No service charge shall be made for any registration of transfer
     or exchange of Notes, but the Indenture Trustee may require payment of a
     sum sufficient to cover any tax or governmental charge that may be imposed
     in connection with any transfer or exchange of Notes.

          (e) All Notes surrendered for registration of transfer or exchange
     shall be canceled and subsequently destroyed by the Indenture Trustee.

     SECTION 2.5 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the


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Indenture Trustee that such Note has been acquired by a bona fide purchaser,
the Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class. In
connection with the issuance of any new Note under this Section, the Issuer may
require 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.

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

     Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of the same Class 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 OWNERS. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, and none of the Issuer, the
Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

     SECTION 2.7 PAYMENTS OF PRINCIPAL AND INTEREST.


               (i) The Class A-1 Notes, the Class A-2 Notes and the Class A-3
          Notes shall accrue interest at the Class A-1 Rate, the Class A-2 Rate
          and the Class A-3 Rate, respectively, and such interest shall be
          payable on each Distribution Date as specified therein, pursuant to
          Section 5.05 of the Sale and Servicing Agreement and subject to the
          availability of funds therefor and to Section 3.01. Any installment of
          interest or principal payable on any Note that is punctually paid or
          duly provided for by the 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


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          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 applicable Final
          Scheduled Distribution Date, which shall be payable as provided below.
          The funds represented by any such checks returned undelivered shall be
          held in accordance with Section 3.03.

               (ii) The principal of each Note shall be payable in installments
          on each Distribution Date pursuant to Section 5.05 of the Sale and
          Servicing Agreement. Notwithstanding the foregoing, the entire unpaid
          principal amount of the Notes 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 the Indenture Trustee or the Holders of
          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 5.02. All principal payments on each
          Class of Notes shall be made pro rata to the Noteholders of such Class
          entitled thereto. In accordance with Section 10.01, the Indenture
          Trustee shall notify the Person in whose name a Note is registered at
          the close of business on the Record Date preceding the Distribution
          Date on which 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.

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

     SECTION 2.9 RELEASE OF COLLATERAL. Subject to Sections 10.01 and 11.01 and
the terms of the Basic Documents, the 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)(l) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.


                                       11
<PAGE>

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

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

          (b) the Note Registrar and the Indenture Trustee shall be entitled to
     deal with the Clearing Agency for all purposes of this Indenture (including
     the payment of principal of and interest on the Notes and the giving of
     instructions or directions hereunder) as the authorized representative of
     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 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 owning or representing, respectively, such
     required percentage of the beneficial interest in the Notes and has
     delivered such instructions to the Indenture Trustee.

     SECTION 2.11 NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency.

     SECTION 2.12 DEFINITIVE NOTES. If (i) the Owner Trustee or the
Administrator advises the Indenture Trustee in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities with
respect to the Book-Entry Notes and the Owner trustee and the Administrator are
unable to locate a qualified successor, (ii) the Seller, at its option advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (iii) after the occurrence of an Event of
Default or a Servicer Default, Owners of the Book-Entry Notes representing
beneficial interests aggregating at least


                                       12
<PAGE>


51% of the Outstanding Amount of the Notes of all Classes, advise the Indenture
Trustee and the Clearing Agency in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Note Owners, then the Clearing Agency shall notify all Note Owners and the
Indenture Trustee of the occurrence of such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be
liable for any inability to locate a qualified successor Clearing Agency.

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

                                  ARTICLE III

                                    COVENANTS

     SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. In accordance with the terms
of this Indenture, the Issuer will duly and punctually (i) pay the principal of
and interest, if any, on the Notes in accordance with the terms of the Notes and
(ii) release from the Trust Accounts all other amounts distributable or payable
under the Trust Agreement, Sale and Servicing Agreement and Administration
Agreement. Without limiting the foregoing, subject to Section 8.02(c), the
Issuer will cause to be distributed all amounts on deposit in the Collection
Account on a Distribution Date deposited therein pursuant to the Sale and
Servicing Agreement (i) (a) for the benefit of the Class A-1 Notes, to the Class
A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to the Class A-2
Noteholders and (c) for the benefit of the Class A-3 Notes, to the Class A-3
Noteholders and (ii) for the benefit of the Certificateholders, to or as
directed by the Owner Trustee or the Administrator. Amounts properly withheld
under the Code by any Person from a payment to any Noteholder or
Certificateholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder or Certificateholder for all purposes
of this Indenture.

     SECTION 3.2 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain in
the [Borough of Manhattan], The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer will give
prompt written notice to the Indenture Trustee of the location, and of any
change in the


                                       13
<PAGE>


location, of any such office or agency. If at any time the Issuer shall fail to
maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and
demands.

     SECTION 3.3 MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided in Sections
8.02(a) and (b), all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Collection Account
pursuant to Section 8.02(c) shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from
the Collection Account for payments of Notes shall be paid over to the Issuer,
the Owner Trustee or the Administrator except as provided in this Section.

     On or before each Distribution Date, the Issuer shall deposit in the
Collection Account or, in accordance with the Sale and Servicing Agreement,
cause to be deposited (including the provision of instructions to the Indenture
Trustee to make any required withdrawals from the Reserve Fund or the Yield
Maintenance Account and to deposit such amounts in the Collection Account), an
aggregate sum sufficient to pay the amounts then becoming due under the Notes
and Certificates, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall
promptly notify the Indenture Trustee of its action or failure so to act.

     The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that
it will, and the Issuer will cause each Paying Agent other than the Indenture
Trustee, as a condition to its acceptance of its appointment as Paying Agent, to
execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee, subject to the provisions of this
Section, that such Paying Agent will:

          (a) hold all sums held by it for the payment of amounts due with
     respect to the Notes or for release to the Issuer for payment to the
     Certificates 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 or release such sums to such Persons as herein provided;

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

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

          (d) immediately resign as a Paying Agent and forthwith pay to the
     Indenture Trustee all sums held by it in trust for the payment of Notes (or
     for release to the Issuer) 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


                                       14
<PAGE>

          (e) comply with all requirements of the Code with respect to the
     withholding from any payments made by it on any Notes (or assisting the
     Issuer to withhold from payment to the Certificateholders) of any
     applicable withholding taxes imposed thereon and with respect to any
     applicable reporting requirements in connection therewith.

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

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

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

     SECTION 3.5 PROTECTION OF TRUST ESTATE. The Issuer will from time to time
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:

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


                                       15
<PAGE>

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

          (c) any of the Collateral; or

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

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

     SECTION 3.6 OPINIONS AS TO TRUST ESTATE.


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

               (ii) On or before o in each calendar year, beginning in 200_, the
          Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
          either stating that, in the opinion of such counsel, such action has
          been taken with respect to the execution, recording, filing or
          re-recording and refiling of this Indenture, any indentures
          supplemental hereto, any financing statements and continuation
          statements and any other requisite documents necessary to maintain the
          lien and security interest created by this Indenture 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 execution, recording, filing or re-recording and refiling
          of this Indenture, any indentures supplemental hereto, any financing
          statements and continuation statements and any other documents that
          will, in the opinion of such counsel, be required to maintain the lien
          and security interest of this Indenture until o in the following
          calendar year.

     SECTION 3.7 PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES.


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


                                       16
<PAGE>


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

               (iii) The Issuer will punctually perform and observe all of its
          obligations and agreements contained in the Basic Documents and in the
          instruments and agreements included in the Trust Estate, including but
          not limited to filing or causing to be filed all UCC financing
          statements and continuation statements required to be filed by the
          terms of the Trust Agreement, this Indenture and the Sale and
          Servicing Agreement in accordance with and within the time periods
          provided for herein and therein. Except as otherwise expressly
          provided therein, the Issuer shall not waive, amend, modify,
          supplement or terminate any Basic Document or any provision thereof
          without the consent of the Indenture Trustee or the Holders of at
          least 51% of the Outstanding Amount of the Notes (excluding for such
          purposes the outstanding principal amount of any Notes held of record
          or beneficially owned by TMCC, TMCRC or any of their Affiliates).

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

               (v) As promptly as possible after the giving of notice of
          termination to the Servicer of the Servicer's rights and powers
          pursuant to Section 8.01 of the Sale and Servicing Agreement, the
          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 the Indenture Trustee. In the event
          that a Successor Servicer has not been appointed and accepted its
          appointment as set forth in the Sale and Servicing Agreement, the
          Indenture Trustee without further action shall automatically be
          appointed the Successor Servicer and shall thereafter be entitled to
          the Servicing Fee, unless the Indenture Trustee is then legally unable
          so to act and promptly notifies the Owner Trustee of such fact. Upon
          delivery of any such notice to the Issuer, the Issuer shall identify
          and appoint a new servicer as the Successor Servicer under the Sale
          and Servicing Agreement. The Indenture Trustee may resign as the
          Servicer by appointing or petitioning a court of competent
          jurisdiction to appoint as Successor Servicer any established
          institution having a net worth of not less than $50,000,000 and whose
          regular business includes the servicing of automobile sales contract
          receivables and that will enter into a servicing agreement with the
          Issuer having substantially the same provisions as the provisions of
          the Sale and Servicing Agreement applicable to the Servicer, and then
          giving written notice of such resignation to


                                       17
<PAGE>

          the Issuer. Upon such appointment, the Indenture Trustee will be
          released from the duties and obligations of acting as Successor
          Servicer, such release effective upon the effective date of the
          servicing agreement entered into between the Successor Servicer and
          the Issuer.

     In connection with any such appointment, the Indenture Trustee may make
such arrangements for the compensation of such successor as it and such
Successor Servicer shall agree, subject to the limitations set forth below and
in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the
Sale and Servicing Agreement, the 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 the Indenture Trustee). If the Indenture Trustee shall
succeed to the 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 hereof shall be
inapplicable to the Indenture Trustee in its duties as Successor Servicer and
the servicing of the Receivables. In case the Indenture Trustee shall become the
Successor Servicer, the Indenture Trustee shall be entitled to appoint as a
subservicer any one of its affiliates, provided that the Indenture Trustee, in
its capacity as Successor Servicer, shall remain fully liable for the actions
and omissions of such Affiliate.

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

               (vii) Without derogating from the absolute nature of the
          assignment granted to the Indenture Trustee under this Indenture or
          the rights of the Indenture Trustee hereunder, the Issuer agrees (i)
          that it will not, without the prior written consent of the Indenture
          Trustee or the Holders of at least 51% in Outstanding Amount of the
          Notes (excluding for such purposes the outstanding principal amount of
          any Notes held of record or beneficially owned by TMCC, TMCRC or any
          of their Affiliates), amend, modify, waive, supplement, terminate or
          surrender, or agree to any amendment, modification, supplement,
          termination, waiver or surrender of, the terms of any Collateral
          (except to the extent otherwise provided in the Sale and Servicing
          Agreement) or the Basic Documents, or waive timely performance or
          observance by the Servicer or the Seller under the Sale and Servicing
          Agreement; and (ii) that any such amendment shall not (A) increase or
          reduce in any manner the amount of, or accelerate or delay the timing
          of, distributions that are required to be made for the benefit of the
          Noteholders or (B) reduce the aforesaid percentage of the Notes that
          is required to consent to any such amendment, without the consent of
          the Holders of all the outstanding Notes. If any such amendment,
          modification, supplement or waiver shall be so consented to by the
          Indenture Trustee or such Holders, the Issuer agrees, promptly
          following a request by the 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 the Indenture Trustee may
          deem necessary or appropriate in the circumstances.


                                       18
<PAGE>


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

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

          (c) (A) except as may be expressly permitted hereby, 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,
     (B) permit any lien, charge, excise, claim, security interest, mortgage or
     other encumbrance (other than the lien of this Indenture) to be created on
     or extend to or otherwise arise upon or burden the Trust Estate or any part
     thereof or any interest therein or the proceeds thereof (other than tax
     liens, mechanics' liens and other liens that arise by operation of law, in
     each case on any of the Financed Vehicles and arising solely as a result of
     an action or omission of the related Obligor) or (C) permit the lien of
     this Indenture not to constitute a valid first priority (other than with
     respect to any such tax, mechanics' or other lien) security interest in the
     Trust Estate.

     SECTION 3.9 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will cause the
Servicer to deliver to the Indenture Trustee concurrently with its delivery
thereof to the Issuer the annual statement of compliance described in Section
4.10 of the Sale and Servicing Agreement. In addition, on the same date annually
upon which such annual statement of compliance is to be delivered by the
Servicer, the Issuer shall deliver to the Indenture Trustee an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

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

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

     SECTION 3.10 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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


                                       19
<PAGE>

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

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

               (iii) each Rating Agency shall have received 10 days' written
          notice thereof and shall not have notified the Indenture Trustee, the
          Administrator or the Owner Trustee that such transaction might or
          would result in the removal or reduction of the rating then assigned
          thereby to any Class of Notes or the Certificates;

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

               (v) action that is necessary to maintain each lien and security
          interest created by the Trust Agreement, the Sale and Servicing
          Agreement or by this Indenture shall have been taken; and

               (vi) The Issuer shall have delivered to the Indenture Trustee an
          Officer's Certificate and an Opinion of Counsel each stating that such
          consolidation or merger and any related supplemental indenture
          complies with this Article III and that all conditions precedent
          provided in this Indenture relating to such transaction have been
          complied with (including any filing required by the Exchange Act).

               (vii) The Issuer shall not convey or transfer any of its
          properties or assets, including those included in the Trust Estate, to
          any Person, unless:

                    (A) the Person that acquires by conveyance or transfer such
               properties and assets of the Issuer 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 the
               Indenture Trustee, in form satisfactory to the Indenture Trustee,
               the due and punctual payment of the principal of and interest on
               all Notes and the performance or observance of every agreement
               and covenant of this Indenture on the part of the Issuer to be
               performed or observed, all as provided herein, (C) expressly
               agrees by means of such supplemental indenture that all right,
               title and interest so conveyed or transferred shall be subject
               and subordinate to the rights of


                                       20
<PAGE>


               Holders of the Notes, (D) unless otherwise provided in such
               supplemental indenture, expressly agrees to indemnify, defend and
               hold harmless the Issuer, the Owner Trustee and the Indenture
               Trustee against and from any loss, liability or expense arising
               under or related to this Indenture and the Notes, and (E)
               expressly agrees by means of such supplemental indenture that
               such Person or if a group of Persons, then one specified Person)
               shall make all filings that counsel satisfactory to such
               purchaser or transferee and the Indenture Trustee determines must
               be made with (1) the Commission (and any other appropriate
               Person) required by the Exchange Act or the appropriate
               authorities in any State in which the Notes have been sold
               pursuant to any qualification or exemption under the securities
               or "blue sky" laws of such State, in connection with the Notes or
               (2) the Internal Revenue Service or the relevant state or local
               taxing authorities of any jurisdiction;

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

                    (C) each Rating Agency shall have received 10 days' written
               notice thereof and shall not have notified the Indenture Trustee,
               the Administrator or the Owner Trustee that such transaction
               might or would result in the removal or reduction of the rating
               then assigned thereby to any Class of Notes or the Certificates;

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

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

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

     SECTION 3.11 SUCCESSOR OR TRANSFEREE.


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

          (b) a conveyance or transfer of all the assets and properties of the
     Issuer pursuant to Section 3.10(b), Toyota Auto Receivables 200_-_ Owner
     Trust will be released from every covenant and agreement of this Indenture
     to be observed or


                                       21
<PAGE>

     performed on the part of the Issuer with respect to the Notes immediately
     upon the delivery of written notice to the Indenture Trustee stating that
     Toyota Auto Receivables 200_-_ Owner Trust is to be so released.

     SECTION 3.12 NO OTHER BUSINESS. Unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not engage
in any business other than financing, purchasing, owning, selling and managing
the Receivables in the manner contemplated by the Basic Documents and activities
incidental thereto

     SECTION 3.13 NO BORROWING. Unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not issue,
incur, assume, guarantee or otherwise become liable, directly or indirectly, for
any indebtedness except for the Notes.

     SECTION 3.14 SERVICER'S NOTICE OBLIGATIONS. The Issuer shall cause the
Servicer to comply with all of its duties and obligations with respect to the
preparation of reports, the delivery of Officer's Certificates and Opinions of
Counsel and the giving of instructions and notices under the Sale and Servicing
Agreement (including, but not limited to, under Sections 4.09, 4.10, 4.11 and
5.09(b) and Article IX thereof).

     SECTION 3.15 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Unless and
until the Issuer shall have been released from its duties and obligations
hereunder, except as contemplated by the Sale and Servicing Agreement or this
Indenture, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

     SECTION 3.16 CAPITAL EXPENDITURES. Unless and until the Issuer shall have
been released from its duties and obligations hereunder, the Issuer shall not
make any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).

     SECTION 3.17 REMOVAL OF ADMINISTRATOR. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
each Rating Agency shall have received 10 days' written notice thereof and shall
not have notified the Indenture Trustee, the Administrator or the Owner Trustee
that such removal might or would result in the removal or reduction of the
rating then assigned thereby to any Class of Notes or the Certificates.

     SECTION 3.18 RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Servicer, the Owner Trustee or any Owner or otherwise with
respect to any ownership or equity interest or security in or of the Issuer,
(ii) redeem, purchase, retire or otherwise acquire for value any such ownership
or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or
cause to be made, (x) distributions to the Servicer, the Owner Trustee and the
Certificateholders as contemplated by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement or the Trust


                                       22
<PAGE>

Agreement and (y) payments to the Indenture Trustee pursuant to the
Administration Agreement. The Issuer will not, directly or indirectly, make
payments to or distributions from the Collection Account except in accordance
with the Basic Documents.

     SECTION 3.19 NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder, each default on the part of the Servicer or the Seller of its
obligations under the Sale and Servicing Agreement and each default on the part
of TMCC of its obligations under the Receivables Purchase Agreement.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.02), and (vi)
the rights of Noteholders and Certificateholders as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and the Indenture Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:

          (a) (1) all Notes theretofore authenticated and delivered (other than
     Notes that have been destroyed, lost or stolen and that have been replaced
     or paid as provided in Section 2.05 and Notes for whose payment money has
     theretofore been deposited in trust or segregated and held in trust by the
     Issuer and thereafter repaid to the Issuer or discharged from such trust,
     as provided in Section 3.03) have been delivered to the Indenture Trustee
     for cancellation or (2) all Notes not theretofore delivered to the
     Indenture Trustee for cancellation have become due and payable or will
     become due and payable within one year (either because the Class A-3 Final
     Scheduled Distribution Date is within one year or because the Indenture
     Trustee has received notice of the exercise of the option granted pursuant
     to Section 9.01 of the Sale and Servicing Agreement) and the Issuer has
     irrevocably deposited or caused to be irrevocably deposited with the
     Indenture Trustee cash or direct obligations of or obligations guaranteed
     by the United States of America (which will mature prior to the date such
     amounts are payable), in trust for such purpose, in an amount sufficient to
     pay and discharge the entire indebtedness on such Notes not theretofore
     delivered to the Indenture Trustee for cancellation when due;


                                       23
<PAGE>

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

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

     SECTION 4.2 APPLICATION OF TRUST MONEY. All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and (a)
applied by it in accordance with the provisions of the Notes and this Indenture
to the payment, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Holders of the particular Notes for the payment of
which such moneys have been deposited with the Indenture Trustee, of all sums
due and to become due thereon for principal and interest or (b) released to the
Owner Trustee for distribution to the Certificateholders or application pursuant
to the Trust Agreement or Sale and Servicing Agreement; 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 any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 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; or

          (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; or

          (c) default in the observance or performance of any covenant or
     agreement of the Issuer made in this Indenture (other than a covenant or
     agreement, a default in the observance or performance of which is elsewhere
     in this Section specifically dealt with) which shall continue or not be
     cured for a period of 90 days after there shall have been given, by
     registered or certified mail, to the Issuer by the Indenture Trustee or to
     the Issuer and the Indenture Trustee by the Holders of at least 25% of the
     Outstanding


                                       24
<PAGE>

     Amount of the Notes, a written notice specifying such default or incorrect
     representation or arranty and requiring it to be remedied and stating that
     such notice is a notice of Default hereunder;

          (d) any representation or warranty of the Issuer made in this
     Indenture or in any certificate or other writing delivered pursuant hereto
     or in connection herewith shall prove 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 after there shall have been given, by registered or certified
     mail, to the Issuer by the Indenture Trustee or to the Issuer and the
     Indenture Trustee by the Holders of at least 25% of the Outstanding Amount
     of the 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; or

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

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

     The Issuer shall deliver to the 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 (iii), its status and what action the Issuer is
taking or proposes to take with respect thereto.

     SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event
of Default should occur and be continuing, then and in every such case the
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 the Issuer (and to the
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.


                                       25
<PAGE>

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

          (a) the Issuer has paid or deposited with the 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 upon such Notes
          if the Event of Default giving rise to such acceleration had not
          occurred; and

               (ii) all sums paid or advanced by the Indenture Trustee hereunder
          and the reasonable compensation, expenses, disbursements and advances
          of the 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) The 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, the Issuer will, upon demand of the
     Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
     Holders of the Notes, the whole amount then due and payable on such Notes
     for principal and interest, with interest upon the overdue principal and,
     to the extent payment at such rate of interest shall be legally
     enforceable, upon overdue installments of interest at the rate borne by the
     Notes and in addition thereto such further amount as shall be sufficient to
     cover the costs and expenses of collection, including the reasonable
     compensation, expenses, disbursements and advances of the Indenture Trustee
     and its agents and counsel.

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


                                       26
<PAGE>

          (c) If an Event of Default occurs and is continuing, the Indenture
     Trustee may, as more particularly provided in Section 5.04, in its
     discretion, proceed to protect and enforce its rights and the rights of the
     Noteholders and, incidentally thereto, the Certificateholders, by such
     appropriate Proceedings as the Indenture Trustee shall deem most effective
     to protect and enforce any such rights, whether for the specific
     enforcement of any covenant or agreement in this Indenture or in aid of the
     exercise of any power granted herein, or to enforce any other proper remedy
     or legal or equitable right vested in the Indenture Trustee by this
     Indenture or by law.

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

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

               (ii) unless prohibited by applicable law 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 the
          Indenture Trustee on their behalf; and

               (iv) to file such proofs of claim and other papers or documents
          as may be necessary or advisable in order to have the claims of the
          Indenture Trustee or the Holders of Notes allowed in any judicial
          proceedings relative to the Issuer, its creditors and its property;
          and any trustee, receiver, liquidator, custodian or other similar
          official in any such Proceeding is hereby authorized by each of such
          Noteholders to make payments to the Indenture Trustee and, in the
          event that the Indenture Trustee shall consent to the making of
          payments directly to such


                                       27
<PAGE>


          Noteholders, to pay to the Indenture Trustee such amounts as shall be
          sufficient to cover reasonable compensation to the Indenture Trustee,
          each predecessor Indenture Trustee and their respective agents,
          attorneys and counsel, and all other expenses and liabilities
          incurred, and all advances made, by the Indenture Trustee and each
          predecessor Indenture Trustee except as a result of negligence or bad
          faith.

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

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

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

     SECTION 5.4 REMEDIES; PRIORITIES.

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

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

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

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


                                       28
<PAGE>


               (iv) sell the Trust Estate or any portion thereof or rights or
          interest therein, at one or more public or private sales called and
          conducted in any manner permitted by law; provided, however, that the
          Indenture Trustee may not sell or otherwise liquidate the Trust Estate
          following an Event of Default, other than an Event of Default
          described in Section 5.01(i) or (ii), unless (A) the Holders of 100%
          of the Outstanding Amount of the Notes consent thereto, (B) the
          proceeds of such sale or liquidation distributable to the Noteholders
          are sufficient to discharge in full all amounts then due and unpaid
          upon such Notes for principal and interest or (C) the Indenture
          Trustee determines that the Trust Estate will not continue to provide
          sufficient funds for the payment of principal of and interest on the
          Notes as they would have become due if the Notes had not been declared
          due and payable, and the Indenture Trustee obtains the consent of
          Holders of 66-2/3% of the Outstanding Amount of the Notes. In
          determining such sufficiency or insufficiency with respect to clause
          (B) and (C), the Indenture Trustee may, but need not, obtain and rely
          upon an opinion of an Independent investment banking or accounting
          firm of national reputation as to the feasibility of such proposed
          action and as to the sufficiency of the Trust Estate for such purpose.

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

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

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

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

     FOURTH: to Holders of the Class A-2 Notes for amounts due and unpaid on the
Class A-2 Notes for principal, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class A-2 Notes for
principal, until the Outstanding Amount of the Class A-2 Notes is reduced to
zero;

     FIFTH: to Holders of the Class A-3 Notes for amounts due and unpaid on the
Class A-3 Notes for principal, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class A-3 Notes for
principal, until the Outstanding Amount of the Class A-3 Notes is reduced to
zero; and

     SIXTH: to or to the order of the Issuer for amounts required to be
distributed to the Certificateholders pursuant to the Trust Agreement.

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


                                       29
<PAGE>


     SECTION 5.5 OPTIONAL PRESERVATION OF THE RECEIVABLES. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Trust Estate and direct the Issuer, Servicer and Administrator not to
take steps to liquidate the Receivables. It is the desire of the parties hereto
and the Noteholders that there be at all times sufficient funds for the payment
of principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Trust Estate. In determining whether to maintain possession of the Trust
Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

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

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

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

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

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

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

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


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<PAGE>


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 and in this Indenture (in each case with
reference to the calculations to be made pursuant to the Sale and Servicing
Agreement) and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

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

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

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

     SECTION 5.11 CONTROL BY NOTEHOLDERS. The Holders of a majority of the
Outstanding Amount of the Notes shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:

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

          (b) any direction to the Indenture Trustee to sell or liquidate the
     Trust Estate shall be by Holders of Notes representing not less than
     percentages of the Outstanding Amount of the Notes set forth in Section
     5.04;

          (c) if the conditions set forth in Section 5.05 have been satisfied
     and the Indenture Trustee elects to retain the Trust Estate pursuant to
     such Section, then any direction to the Indenture Trustee by Holders of
     Notes representing less than 100% of the Outstanding Amount of the Notes to
     sell or liquidate the Trust Estate shall be of no force and effect; and


                                       31
<PAGE>

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

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

     SECTION 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes representing not less than 51% of the Outstanding Amount of the
Notes (excluding for such purposes the outstanding principal amount of any Notes
held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates)
may waive any past Default, Event of Default or Servicer Default and its
consequences except a Default (a) in the deposit of collections or other
required amounts into any Trust Account, (b) any required payment from any Trust
Account in respect of amounts due on the Notes or (b) in respect of a covenant
or provision hereof that cannot be modified or amended without the consent of
the Holder of each Note. In the case of any such waiver, the Issuer, the
Indenture Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereto.

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

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

     SECTION 5.14 WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,

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<PAGE>


delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

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

     SECTION 5.16 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.


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

          (b) If an Event of Default has occurred and is continuing, the
     Indenture Trustee may, and at the direction (which direction shall be in
     writing or by telephone, confirmed in writing promptly thereafter) of the
     Holders of 66-2/3% of the Outstanding Amount of the Notes (excluding for
     such purposes the outstanding principal amount of any Notes held of record
     or beneficially owned by TMCC, TMCRC or any of their Affiliates) shall,
     exercise all rights, remedies, powers, privileges and claims of the Issuer
     against the Seller or the Servicer under or in connection with the Sale and
     Servicing Agreement, against the Seller under or in connection with the
     Receivables Purchase Agreement, or against the Administrator under the
     Administration Agreement, including the right or power to take any action
     to compel or secure performance or observance by the Seller, the Servicer
     or the Administrator, of each of their obligations to the Issuer thereunder
     and to give any consent, request, notice, direction, approval, extension,
     or waiver thereunder and any right of the Issuer to take such action shall
     be suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

     SECTION 6.1 DUTIES OF INDENTURE TRUSTEE.


                                       33
<PAGE>

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

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

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

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

          (c) Subject to Section 6.01(b), the Indenture Trustee may not be
     relieved from liability for its own negligent action, its own negligent
     failure to act or its own willful misconduct, except that:

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

               (ii) the Indenture Trustee shall not be liable with respect to
          any action it takes or omits to take in good faith in accordance with
          a direction received by it pursuant to Section 5.11.

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

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

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

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


                                       34
<PAGE>


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

     SECTION 6.2 RIGHTS OF INDENTURE TRUSTEE.

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

          (b) Before the Indenture Trustee acts or refrains from acting
     hereunder on any matter as to which it is required to exercise discretion,
     it may require delivery to it of an Officer's Certificate or an Opinion of
     Counsel as to any subject matter appropriate to its making any relevant
     determination in the course of such exercise of discretion. The Indenture
     Trustee shall not be liable for any action it takes or omits to take in
     good faith in reliance on any such Officer's Certificate or Opinion of
     Counsel.

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

          (d) The Indenture Trustee shall not be liable for any action it takes
     or omits to take in good faith which it reasonably believes to be
     authorized or within its rights or powers hereunder and that is not taken
     in willful misconduct, negligence or bad faith.

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

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

     SECTION 6.5 NOTICE OF DEFAULTS. If a Responsible Officer of the Indenture
Trustee knows that a Default has occurred and is continuing, the Indenture
Trustee shall mail to each Noteholder notice of such Default within 90 days of
the occurrence thereof. Except in the case of a Default in payment of principal
of or interest on any Note, the Indenture Trustee may withhold such 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.


                                       35
<PAGE>


     SECTION 6.6 REPORTS BY INDENTURE TRUSTEE TO HOLDERS. The Indenture Trustee
shall deliver or cause to be delivered annually to each Noteholder of record
such information as may be required to enable such holder to prepare its federal
and state income tax returns.

     SECTION 6.7 COMPENSATION AND INDEMNITY. The Issuer shall pay or shall cause
the Servicer to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse or shall cause the Servicer to reimburse the Indenture Trustee
for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee's agents, counsel, accountants and
experts. The Issuer shall indemnify or shall cause the Servicer to indemnify the
Indenture Trustee against any and all loss, liability or expense (including
attorneys' fees) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder. The Indenture Trustee shall
notify the Issuer and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder. The Issuer shall defend or shall cause the Servicer to
defend any such claim, and the Indenture Trustee may have separate counsel and
the Issuer shall pay or shall cause the Servicer to pay the fees and expenses of
such counsel. Neither the Issuer nor the Servicer need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith.

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

     SECTION 6.8 REPLACEMENT OF INDENTURE TRUSTEE. No resignation or removal of
the Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any
time by providing written notice of its resignation to the Issuer. The Holders
of a majority in Outstanding Amount of the Notes may remove the Indenture
Trustee by written notice of termination provided to the Indenture Trustee, the
Servicer and the Issuer and may appoint a successor Indenture Trustee. The
Issuer shall remove the Indenture Trustee if:

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

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

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

          (d) the Indenture Trustee otherwise becomes legally or practically
     incapable of fulfilling its duties hereunder.


                                       36
<PAGE>


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

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

     If a successor Indenture Trustee does not take office within 30 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the
Notes may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.

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

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

     SECTION 6.9 SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another Person, the resulting,
surviving or transferee corporation without any further act shall be the
successor Indenture Trustee if such surviving Person or transferee shall be
otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall
provide the Issuer, the Servicer and the Rating Agencies reasonable prior
written notice of any such transaction.

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

     SECTION 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE.

          (a) Notwithstanding any other provisions of this Indenture, at any
     time, for the purpose of meeting any legal requirement of any jurisdiction
     in which any part of the Trust Estate may at the time be located, the
     Indenture Trustee shall have the power and may execute and deliver all
     instruments to appoint one or more Persons to act as a co-


                                       37
<PAGE>


     trustee or co-trustees, or separate trustee or separate trustees, of all or
     any part of the Trust, and to vest in such Person or Persons, in such
     capacity and for the benefit of the Noteholders, such title to the Trust
     Estate, or any part hereof, and, subject to the other provisions of this
     Section, such powers, duties, obligations, rights and trusts as the
     Indenture Trustee may consider necessary or desirable. No co-trustee or
     separate trustee hereunder shall be required to meet the terms of
     eligibility as a successor trustee under Section 6.11 and no notice to
     Noteholders of the appointment of any co-trustee or separate trustee shall
     be required under Section 6.08 hereof.

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

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

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

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

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

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


                                       38
<PAGE>


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

     SECTION 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

     SECTION 6.13 [PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES. The
Indenture Trustee shall use its best efforts to maintain the effectiveness of
all licenses required under the Pennsylvania Motor Vehicle Sales Finance Act in
connection with this Indenture and the transactions contemplated hereby until
the lien and security interest of this Indenture shall no longer be in effect in
accordance with the terms hereof.]

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1 NOTE REGISTRAR TO FURNISH NAMES AND ADDRESSES OF NOTEHOLDERS.
The Note Registrar shall furnish or cause to be furnished to the Indenture
Trustee, Owner Trustee, Servicer or Administrator, within 15 days after receipt
by the Note Registrar of a written request therefrom, a list of the names and
addresses of the Noteholders as of the most recent Record Date. If three or more
Noteholders, or one or more Holders of Class A-1, Class A-2 or Class A-3 Notes
evidencing not less than 25% of the Outstanding Amount thereof (hereinafter
referred to as "Applicants"), apply in writing to the Indenture Trustee, and
such application states that the Applicants desire to communicate with other
Noteholders with respect to their rights under this Indenture or under the Notes
and such application is accompanied by a copy of the communication that such
Applicants propose to transmit, then the Indenture Trustee shall, within five
Business Days after the receipt of such application, afford such Applicants
access, during normal business hours, to the current list of Noteholders.
Notwithstanding the foregoing, the Indenture Trustee may elect not to afford the
Applicants access to the current list of Noteholders if the Indenture Trustee
agrees to mail the desired communication or proxy, on behalf of and at the
expense of the Applicants, to all Noteholders. Every Noteholder, by receiving
and holding a Note, agrees with the Indenture Trustee and the Issuer that none
of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the
Administrator shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Noteholders under this
Indenture, regardless of the source from which such information was derived.

     If the Indenture Trustee shall cease to be the Note Registrar, then
thereafter the Issuer will furnish or cause to be furnished to the Indenture
Trustee not more than five days after the most recent Record Date or at such
other times as the Indenture Trustee reasonably may request


                                       39
<PAGE>


in writing, a list, in such form as the Indenture Trustee reasonably may
require, of the names and addresses of the Holders of Notes as of such Record
Date.

     SECTION 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS.


          (a) The Indenture Trustee shall preserve, in as current a form as is
     reasonably practicable, the names and addresses of the Holders of Notes
     contained in the most recent list furnished to the Indenture Trustee as
     provided in Section 7.01 and the names and addresses of Holders of Notes
     received by the Indenture Trustee in its capacity as Note Registrar. The
     Indenture Trustee may destroy any list furnished to it as provided in such
     Section 7.01 upon receipt of a new list so furnished.

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

          (c) The Issuer, the Indenture Trustee and the Note Registrar shall
     have the protection of TIA Section 3.12(c).

     SECTION 7.3 REPORTS BY ISSUER.

          (a) The Issuer shall:

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

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

               (iii) supply to the Indenture Trustee (and the Indenture Trustee
          shall transmit by mail to all Noteholders described in TIA Section
          313(c)) such summaries of any information, documents and reports
          required to be filed by the Issuer pursuant to clauses (i) and (ii) of
          this Section 7.03(a) and by rules and regulations prescribed from time
          to time by the Commission.

          (b) Unless the Issuer otherwise determines, the fiscal year of the
     Issuer shall end on September 30 of each year.

     SECTION 7.4 REPORTS BY INDENTURE TRUSTEE. If required by TIA Section
313(a), within 60 days after each o beginning with o, the Indenture Trustee
shall mail to each Noteholder as required by TIA Section 313(c) a brief report
dated as of such date that complies with TIA Section 313(a). The Indenture
Trustee also shall comply with TIA Section 313(b).


                                       40
<PAGE>


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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

SECTION 8.2       TRUST ACCOUNTS.

          (a) On or prior to the Closing Date, the Issuer shall cause the
     Servicer to establish and maintain, in the name of the Indenture Trustee,
     for the benefit of the Noteholders and, to the extent set forth herein, the
     Certificateholders, the Trust Accounts as provided in Section 5.01 of the
     Sale and Servicing Agreement.

          (b) On or before each Distribution Date, the Total Distribution Amount
     with respect to the related Collection Period will be deposited in the
     Collection Account as provided in Section 5.02 of the Sale and Servicing
     Agreement. On or before each Distribution Date, all amounts required to be
     withdrawn from the Reserve Fund or the Yield Maintenance Account and
     deposited in the Collection Account with respect to the related Collection
     Period pursuant to Sections 5.06 and 5.07 of the Sale and Servicing
     Agreement will be so withdrawn and deposited.

          (c) On each Distribution Date, the Indenture Trustee shall distribute
     all amounts on deposit in the Collection Account to Noteholders in respect
     of the Notes to the extent of amounts due and unpaid on the Notes in
     respect of principal and interest (including any premium), in each case to
     be determined by the Indenture Trustee by reference to the relevant amounts
     set forth in the Servicer's Certificate and Section 5.06 of the Sale and
     Servicing Agreement, in the following amounts and in the following order of
     priority (except as otherwise provided in Section 5.04(b)):

               (i) to the Noteholders, on a pro rata basis based on the Class
          A-1 Interest Distributable Amount, the Class A-2 Interest
          Distributable Amount and the Class A-3 Interest Distributable Amount,
          interest in an amount equal to the Noteholders' Interest Distributable
          Amount together with any unpaid Class A-1


                                       41
<PAGE>

          Interest Carryover Shortfalls, Class A-2 Interest Carryover Shortfalls
          and Class A-3 Interest Carryover Shortfalls, such amounts to be paid
          from Available Interest (as Available Interest has been reduced by
          reimbursing the Servicer for any outstanding Advances and paying the
          Servicer the Servicing Fee, including any unpaid Servicing Fees with
          respect to one or more prior Collection Periods); and if such
          Available Interest is insufficient, the Noteholders will be entitled
          to receive such amount first, from the Certificateholders' Percentage
          of Available Principal and second, if such amounts are insufficient,
          from monies transferred from the Reserve Fund to the Collection
          Account;

               (ii) to the Class A-1 Noteholders, an amount equal to the
          Noteholders' Principal Distributable Amount, and, on each Distribution
          Date prior to the Distribution Date in _________, 200_, the
          Certificateholders' Principal Distributable Amount and any unpaid
          Class A-1 Principal Carryover Shortfall, such amount to be paid from
          Available Principal (as Available Principal has been reduced by
          reimbursing the Servicer for the principal component of any
          outstanding Advances and any reduction in Available Principal
          described in clause (i) above); and if such Available Principal is
          insufficient, the Class A- 1 Noteholders will be entitled to receive
          such amount first, from Available Interest (after giving effect to the
          reduction in Available Interest described in clause (i) above) and
          second, if such amounts are insufficient, from monies transferred from
          the Reserve Fund to the Collection Account, until the principal amount
          of the Class A-1 Notes is reduced to zero;

               (iii) to the Class A-2 Noteholders, an amount equal to the
          Noteholders' Principal Distributable Amount and any unpaid Class A-2
          Principal Carryover Shortfall, and, if the Distribution Date on which
          the principal amount of the Class A-1 Notes is reduced to zero occurs
          prior to __________, 200_, then on such Distribution Date only, the
          Certificateholders' Principal Distribution Amount, such amount to be
          paid from Available Principal (as Available Principal has been reduced
          by reimbursing the Servicer for the principal component of any
          outstanding Advances and any reduction in Available Principal
          described in clauses (i) and (ii) above); and if such Available
          Principal is insufficient, the Class A-2 Noteholders will be entitled
          to receive such amount first, from Available Interest (after giving
          effect to the reduction in Available Interest described in clause (i)
          and (ii) above) and second, if such amounts are insufficient, from
          monies transferred from the Reserve Fund to the Collection Account,
          until the principal amount of the Class A-2 Notes is reduced to zero;

               (iv) to the Class A-3 Noteholders, an amount equal to the
          Noteholders' Principal Distributable Amount and any unpaid Class A-3
          Principal Carryover Shortfall, such amount to be paid from Available
          Principal (as Available Principal has been reduced by reimbursing the
          Servicer for the principal component of any outstanding Advances and
          any reduction in Available Principal described in clauses (i), (ii)
          and (iii) above); and if such Available Principal is insufficient, the
          Class A-3 Noteholders will be entitled to receive such amount first,
          from Available Interest (after giving effect to the reduction in
          Available Interest described in clause (i), (ii) and (iii) above) and
          second, if such amounts are


                                       42
<PAGE>

          insufficient, from monies transferred from the Reserve Fund to the
          Collection Account, until the principal amount of the Class A-3 Notes
          is reduced to zero.

          (d) On each Distribution Date, the Indenture Trustee shall distribute
     all amounts on deposit in the Collection Account to or to the order of the
     Issuer in respect of distributions on the Certificates under the Trust
     Agreement to the extent of amounts due and unpaid on the Certificates in
     respect of principal and interest (including any premium), in each case to
     be determined by the Indenture Trustee by reference to the relevant amounts
     set forth in the Servicer's Certificate and Section 5.06 of the Sale and
     Servicing Agreement, in the following amounts and in the following order of
     priority (except as otherwise provided in Section 5.04(b)):

               (i) to the Certificateholders, an amount equal to the
          Certificateholders' Interest Distributable Amount and any unpaid
          Certificateholders' Interest Carryover Shortfall, such amount to be
          paid from Available Interest (after giving effect to the reduction in
          Available Interest described in Section 8.02(c)(i)); and if such
          Available Interest is insufficient, the Certificateholders will be
          entitled to receive such amount from monies transferred from the
          Reserve Fund to the Collection Account; and

               (ii) to the Certificateholders, an amount equal to the
          Certificateholders' Principal Distributable Amount and any unpaid
          Certificateholder Principal Carryover Shortfall, such amount to be
          paid from Available Principal (after giving effect to the reduction in
          Available Principal described in Sections 8.02(c) (ii) through (iv)
          and Section 8.02(d)(i)); and if such Available Principal is
          insufficient, the Certificateholders will be entitled to receive such
          amount first, from Available Interest (after giving effect to the
          reductions in Available Interest described in Sections 8.02(c) (ii)
          through (iv) and Section 8.02(d)(i)) and second, if such amounts are
          insufficient, from monies transferred from the Reserve Fund to the
          Collection Account.

          (e) On each Distribution Date, the Indenture Trustee will deposit any
     amounts remaining in the Collection Account with respect to such
     Distribution Date after giving effect to the distributions described in
     Sections 8.02(c) (ii) through (iv) and Sections 8.02(d)(i) and (ii) in the
     Reserve Fund until the amount on deposit therein equals the Specified
     Reserve Fund Balance and will distribute the remainder, if any, to the
     Seller and shall for all purposes thereupon be deemed to have released the
     amounts released to the Seller from the lien of this Indenture.

     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 the Indenture Trustee
     upon Issuer Order, subject to the provisions of Section 5.01(b) of the Sale
     and Servicing Agreement. All income or other gain from investments of
     moneys deposited in the Trust Accounts shall be deposited by the Indenture
     Trustee in the Collection Account, and any loss resulting from such
     investments be charged to such account. The Issuer will not direct the
     Trustee to make


                                       43
<PAGE>

     any investment of any funds or to sell any held in any of the Trust
     Accounts unless the security Granted and perfected in such account will
     continue to be in such investment or the proceeds of such sale, in either
     without any further action by any Person, and, in connection with direction
     to the Indenture Trustee to make any such investment or sale, if requested
     by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee
     an Opinion of Counsel, acceptable to the Trustee, to such effect.

          (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any
     way be held liable by reason of any insufficiency in any of the Trust
     Accounts resulting from any loss on any Eligible Investment included
     therein except for losses attributable to the Indenture Trustee's failure
     to make payments on such Eligible Investments issued by the Indenture
     Trustee, in its commercial capacity as principal obligor and not as
     trustee, in accordance with the terms thereof.

          (c) If (i) the Issuer shall have failed to give investment directions
     for any funds on deposit in the Trust Accounts to the Indenture Trustee by
     11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer
     and Indenture Trustee) on any Business Day or (ii) a Default or Event of
     Default shall have occurred and be continuing with respect to the Notes but
     the Notes shall not have been declared due and payable pursuant to Section
     5.02 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 5.05 as if there
     had not been such a declaration, then the Indenture Trustee shall, to the
     fullest extent practicable, invest and reinvest funds in the Trust Accounts
     in one or more Eligible Investments.

     SECTION 8.4 RELEASE OF TRUST ESTATE.

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

          (b) The Indenture Trustee shall, at such time as there are no Notes
     outstanding and all sums due the Indenture Trustee pursuant to Section 6.07
     have been paid, release any remaining portion of the Trust Estate that
     secured the Notes from the lien of this Indenture and release to or to the
     order of the Issuer or any other Person entitled thereto any funds then on
     deposit in the Trust Accounts. The Indenture Trustee shall release property
     from the lien of this Indenture pursuant to this Section 8.04(b) only upon
     receipt 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 11.01.

     SECTION 8.5 OPINION OF COUNSEL. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.04(a),


                                       44
<PAGE>

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

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

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

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

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

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

               (v) to cure any ambiguity, to correct or supplement any provision
          herein or in any supplemental indenture that may be inconsistent with
          any other provision herein or in any supplemental indenture or to make
          any other provisions with respect to matters or questions arising
          under this Indenture or in any supplemental indenture to the extent
          such action shall not adversely affect the interests of the Holders of
          the Notes or the Certificates;

               (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


                                       45
<PAGE>

          any of the provisions of this Indenture as shall be necessary to
          facilitate the administration of the trusts hereunder by more than one
          trustee, pursuant to the requirements of Article VI; or

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

          (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
     Order, may, also without the consent of any of the Holders of the Notes,
     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 or Certificates under this Indenture;
     provided, however, that such action shall not, as evidenced by an Opinion
     of Counsel, adversely affect in any material respect the interests of any
     Noteholder or Certificateholder.

     SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The Issuer
and the Indenture Trustee, when authorized by an Issuer Order, also may, with
prior notice to the Rating Agencies and with the consent of the Holders of not
less than 51% of the Outstanding Amount of the Notes, by Action of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby:

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

          (b) 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;


                                       46
<PAGE>


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

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

          (e) 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;

          (f) 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

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

     The Indenture Trustee may in its discretion determine whether or not any
Notes would be adversely 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. The Indenture
Trustee shall not be liable for any such determination made in good faith.

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

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

     SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.


                                       47
<PAGE>


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

     SECTION 9.5 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.

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

                                   ARTICLE X

                            TERMINATION OF THE TRUST

SECTION 10.1      TERMINATION OF THE TRUSTS CREATED BY INDENTURE.

          (a) The trusts created hereby and the respective obligations and
     responsibilities of the Issuer, the Administrator and the Indenture Trustee
     shall terminate upon (i) the purchase as of any Distribution Date by the
     Seller or Servicer, or any successor to the Servicer, at its option of the
     Receivables primarily comprising corpus of the Owner Trust Estate as
     described in Section 10.03, (ii) the payment to the Noteholders of all
     amounts required to be paid to them pursuant to this Agreement and the
     release to the Owner Trustee of all remaining amounts or investments on
     deposit in the Trust Accounts, (iii) the maturity or liquidation of the
     last Receivable and the disposition of all property held as part of the
     Owner Trust Estate, [or (iv) a Swap Termination Event as provided in
     Section 10.02]; provided, however, that in no event shall the trust created
     by this Indenture continue beyond the expiration of 21 years from the death
     of the last survivor of the descendants of William Jefferson Clinton of the
     State of Arkansas, living on the date of this Indenture. The Owner Trustee
     shall promptly notify the Indenture Trustee and each Rating Agency of any
     prospective termination pursuant to this Section.

          (b) Notice of any termination, specifying the Distribution Date upon
     which the Noteholders must surrender their Notes to the Indenture Trustee
     for payment of the final distribution and retirement of the Notes, shall be
     given promptly by the Indenture


                                       48
<PAGE>

     Trustee (at the written direction of the Administrator) by letter to
     Noteholders mailed not later than the o day and not earlier than the o day
     prior to the date on which such final distribution is expected to occur
     specifying (i) the Distribution Date upon which final payment of the Notes
     shall be made upon presentation and surrender of Notes at the office of the
     Indenture Trustee therein specified, (ii) the amount of any such final
     payment and (iii) if applicable, that the Record Date otherwise applicable
     to such Distribution Date is not applicable, payments being made only upon
     presentation and surrender of the Notes at the office of the Indenture
     Trustee therein specified. The Indenture Trustee shall give such notice to
     the Note Registrar (if other than the Indenture Trustee) at the time such
     notice is given to Noteholders. In the event such notice is given, the
     Seller, the Servicer, or any successor to the Servicer, or the Trustee, as
     the case may be, shall make deposits into the Collection Account in
     accordance with Section 5.02 of the Sale and Servicing Agreement, or, in
     the case of an optional purchase of Receivables pursuant to Section 10.03,
     shall deposit the amount specified in Section 10.03. Upon presentation and
     surrender of the Notes, the Indenture Trustee shall cause to be distributed
     to Noteholders amounts distributable on such Distribution Date pursuant to
     Section 5.05 of the Sale and Servicing Agreement.

          (c) In the event that all of the Noteholders shall not surrender their
     Notes for retirement within six months after the date specified in the
     above-mentioned written notice, the Trustee shall give a second written
     notice to the remaining Noteholders to surrender their Notes for retirement
     and receive the final distribution with respect thereto. If within one year
     after the second notice all the Notes shall not have been surrendered for
     retirement, the Indenture Trustee may take appropriate steps, or may
     appoint an agent to take appropriate steps, to contact the remaining
     Noteholders concerning surrender of their Notes, and the cost thereof shall
     be paid out of the funds and other assets that remain subject to this
     Agreement. Any funds remaining in the Trust after exhaustion of such
     remedies shall be distributed by the Indenture Trustee to the California
     Special Olympics.

     SECTION 10.2 [TERMINATION UPON SWAP TERMINATION EVENT. Upon a Swap
Termination Event (as defined in the Swap Agreement), the Indenture Trustee
shall promptly liquidate the Receivables comprising the assets of the Trust in a
commercially reasonable manner and on commercially reasonable terms. The
proceeds from any such sale, disposition, or liquidation of Receivables shall be
treated as collections on Receivables and distributed in accordance with Article
5 of the Sale and Servicing Agreement.]

     SECTION 10.3 OPTIONAL PURCHASE OF ALL RECEIVABLES. If the Seller or the
Servicer, or any successor to the Servicer, as the case may be, shall notify the
Owner Trustee of its intention to exercise the option granted to it in the Trust
Agreement or the Sale and Servicing Agreement, as the case may be, to repurchase
the outstanding Receivables primarily comprising the Owner Trust Estate, then
the Owner Trustee shall give written notice thereof to the Indenture Trustee and
the Rating Agencies not later than the o day of the month preceding the month in
which the Distribution Date as of which such purchase is to be effected. Upon
deposit by the Seller, Servicer or successor to the Servicer of the amount
necessary to effect such purchase the corpus of the Owner Trust Estate, the
Indenture Trustee shall make the final distributions to the Noteholders and
Certificateholders as set forth in Section 5.05 of the Sale and Servicing
Agreement and Section 10.01 and shall promptly transfer all of its right, title
and interest in and to any amounts or investments remaining on deposit in the
Trust Accounts (excluding any


                                       49
<PAGE>


portion thereof necessary to make distributions to Noteholders described in
Section 10.01(c)) to the Owner Trustee for the benefit of the Certificateholders
and release from the lien of this Indenture all of the remaining Collateral. The
Indenture Trustee shall execute, deliver and file all agreements, certificates,
instruments or other documents necessary or reasonably requested by the Owner
Trustee in order to effect such release and the transfer to the Owner Trustee of
the Collateral.

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.1 COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

          (a) Upon any application or request by the Issuer to the Indenture
     Trustee to take any action under any provision of this Indenture, the
     Issuer shall, upon written request therefor from the Indenture trustee,
     furnish to the Indenture Trustee (i) an Officer's Certificate stating that
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with, (ii) an Opinion of Counsel
     stating that in the opinion of such counsel all such conditions precedent,
     if any, have been complied with and (iii) (if required by the TIA) an
     Independent Certificate from a firm of certified public accountants meeting
     the applicable requirements of this Section, 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
     such written request from the Indenture Trustee need be furnished (and only
     such expressly required documents need be delivered in connection
     therewith).

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

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

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

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

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

          (b)  (i) Prior to the deposit of any Collateral or other property or
     securities with the Indenture Trustee that is to be made the basis for the
     release of any property or securities subject to the lien of this
     Indenture, the Issuer shall, in addition to any obligation imposed in
     Section 11.01(a) or elsewhere in this Indenture, furnish to


                                       50
<PAGE>

     the Indenture Trustee an Officer's Certificate certifying or stating the
     opinion of each person signing such certificate as to the fair value
     (within 90 days of such deposit) to the Issuer of the Collateral or other
     property or securities to be so deposited.

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

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

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

               (v) Notwithstanding Section 2.09 or any other provision of this
          Section, the Issuer may, without compliance with the requirements of
          the other provisions of this Section, (A) collect, liquidate, sell or
          otherwise dispose of Receivables and Financed Vehicles as and to the
          extent permitted or required by the Basic Documents and (B) make cash
          payments out of the Trust Accounts as and to the extent permitted or
          required by the Basic Documents so long as the Issuer shall deliver to
          the Indenture Trustee every six months, commencing o, an Officer's
          Certificate of the Issuer stating that all such dispositions of
          Collateral that occurred during the preceding six calendar months were
          in the ordinary


                                       51
<PAGE>


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

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

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

     SECTION 11.3 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 the Indenture Trustee, and, where it is hereby
     expressly required, to the Issuer. Such instrument or instruments (and the
     action embodied therein and evidenced thereby) are herein sometimes
     referred to as the "Action" of the Noteholders signing such instrument or
     instruments. Proof of execution


                                       52
<PAGE>


     of any such instrument or of a writing appointing any such agent shall be
     sufficient for any purpose of this Indenture and (subject to Section 6.01)
     conclusive in favor of the Indenture Trustee and the Issuer, if made in the
     manner provided in this Section.

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

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

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

     SECTION 11.4 NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent, waiver
or Action of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver or Action of Noteholders is to be made upon,
given or furnished to or filed with:

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

          (b) the Issuer by the Indenture Trustee or by any Noteholder shall be
     sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: Toyota Auto
     Receivables 200_-_ Owner Trust, 19001 South Western Avenue, Torrance,
     California 90509, Attention: Secretary, or at any other address previously
     furnished in writing to the Indenture Trustee by the Issuer or the
     Administrator. The Issuer shall promptly transmit any notice received by it
     from the Noteholders to the Indenture Trustee.

     Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
Moody's, at the following address: Moody's Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in the
case of Standard & Poor's, at the following address: Standard & Poor's Ratings
Group, 26 Broadway (15th Floor), New York, New York 10004, Attention of Asset
Backed Surveillance Department, (iii) in the case of Fitch's Investors Service,
Inc., at the following address: One State Street Plaza, New York, N.Y. 10004,
and (iv) in the case of Duff & Phelps Credit Rating Company at the following
address: 55 E. Monroe Street (35th Floor), Chicago, Illinois 60603; 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


                                       53
<PAGE>

than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other

     Noteholders, and any notice that is mailed in the manner herein provided
shall conclusively be presumed to have been duly given.

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

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

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

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

     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 the Issuer shall bind its successors and assigns,
whether so expressed


                                       54
<PAGE>

or not. All agreements of the Indenture Trustee in this Indenture shall bind its
successors, co-trustees and agents.

     SECTION 11.10 SEVERABILITY. If any one or more of the covenants,
agreements, provisions or terms of this Indenture shall be for any reason
whatsoever held invalid or unenforceable in any jurisdiction, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Indenture and shall
in no way affect the validity or enforceability of the other provisions of this
Indenture or of the Notes or the Certificates or the rights of the Holders
thereof.

     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 GOVERNING LAW. This indenture shall be governed by and
construed in accordance with the laws of the state of [New York], without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.

     SECTION 11.13 COUNTERPARTS. This Indenture may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original,
and all of which shall constitute but one and the same instrument.

     SECTION 11.14 RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

     SECTION 11.15 TRUST OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or Certificates or under this Indenture or
any certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) the Seller or any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) 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 prformance of any duties or
obligations of the Issuer


                                       55
<PAGE>

hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

     If insufficient funds are available to make any payments on the Notes as
and when due, no claim for the amount of such shortfall may be made against the
Seller. Each Noteholder, by accepting a Note or interest therein, agrees that it
has no rights in any assets of the Seller other than assets pledged under this
Indenture in order to satisfy any such claims. Notwithstanding the foregoing, to
the extent that any Noteholder is deemed to have any interest in any assets of
the Seller other than the assets pledged under this Indenture, each Noteholder
agrees that its interest is subordinate to claims or rights of holders of other
debts issued by the Seller, and that this agreement constitutes a subordination
agreement for purposes of Section 510(a) of the Bankruptcy Code.

     SECTION 11.16 NO PETITION. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time file, join in any filing of, or cooperate with or
encourage others to file any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law against the Seller or the Issuer in
connection with any obligations relating to the Notes, the Certificates or any
of the Basic Documents.

     SECTION 11.17 INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause (at the expense of the requesting party) such books to be audited by
Independent certified public accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's officers, employees, and Independent
certified public accountants, all at such reasonable times and as often as may
be reasonably requested. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.


                                       56
<PAGE>


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

                                   TOYOTA AUTO RECEIVABLES 200_-_ OWNER
                                   TRUST

                                   By:
                                      ------------------------------------------
                                      not in its individual capacity but
                                      solely as Owner Trustee

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




                                      ------------------------------------------
                                      not in its individual capacity but
                                      solely as Owner Trustee


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


                                       57
<PAGE>


STATE OF CALIFORNIA   )
                      )
COUNTY OF __________  )

         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared ___________________________,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said TOYOTA AUTO RECEIVABLES 200_-_ OWNER TRUST, a [Delaware] business trust,
and that such person executed the same as the act of said business trust for the
purpose and consideration therein expressed, and in the capacities therein
stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
200__.



                             -------------------------------------------------
                             Notary Public in and for the State of [California]


(Seal)

My commission expires:


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

                                       58
<PAGE>

STATE OF CALIFORNIA   )
                      )
COUNTY OF __________  )

         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared ___________________________,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said TOYOTA AUTO RECEIVABLES 200_-_ OWNER TRUST, a [Delaware] business trust,
and that such person executed the same as the act of said business trust for the
purpose and consideration therein expressed, and in the capacities therein
stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
200__.


                             -------------------------------------------------
                             Notary Public in and for the State of [California]


(Seal)

My commission expires:


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


                                       59
<PAGE>

                                                                       EXHIBIT A

           (FORM OF CLASS A-1 NOTE, CLASS A-2 NOTE AND CLASS A-3 NOTE)

         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.

No._____                                                           $__________
                    TOYOTA AUTO RECEIVABLES OWNER TRUST 200__
                 CLASS [A-1][A-2][A-3] ____% ASSET BACKED NOTES

     Toyota Auto Receivables Owner Trust 200__, a business trust organized and
existing under the laws of the State of [Delaware] (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum of _______________ DOLLARS
($__________) payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $[INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $__________ by
(ii) the aggregate amount, if any, payable from the Collection Account in
respect of principal on the Class [A-1][A-2][A-3] Notes pursuant to Section 3.01
of the Indenture dated as of __________, 200__, between the Issuer and , a
banking corporation, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of the Distribution Date occurring in o (the "Class
[A-1][A-2][A-3] Final Scheduled Distribution Date") and the Distribution Date
described in Section 10.01 of the Indenture. Capitalized terms used but not
defined herein have the meanings ascribed thereto in the Indenture and the Sale
and Servicing Agreement, as the case may be.

     The Issuer will pay interest on this Note at the rate per annum shown above
on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), subject to certain limitations
contained in Section 3.01 of the Indenture. Interest on this Note will accrue
for each Distribution Date during the calendar month preceding such Distribution
Date (in the case of the first Distribution Date, from the Closing Date).
Interest will be computed on the basis of a 360-


                                       A-1
<PAGE>


day year of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

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

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

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

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

Date:

                                         TOYOTA AUTO RECEIVABLES 200_-_
                                         OWNER TRUST


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


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


                                      A-2
<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


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


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




                                      A-3
<PAGE>


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [A-1][A-2][A-3] ____% Asset Backed Notes (herein called
the "Class [A-1][A-2][A-3] Notes"), all issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Holders of the Notes. The Class [A-1][A-2][A-3] Notes
are subject to all terms of the Indenture.

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

     Principal of the Class [A-1][A-2][A-3] Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the o day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing o.

     Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of the
Notes representing not less than a 51% of the Outstanding Amount of the Notes
have declared the Notes to be immediately due and payable in the manner provided
in Section 5.02 of the Indenture. All principal payments on the Class
[A-1][A-2][A-3] Notes shall be made pro rata to the Class [A-1][A-2][A-3]
Noteholders entitled thereto.

     Payments of interest on this Note due and payable on each Distribution
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be made by check mailed to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to such
Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

     The Issuer shall pay interest on overdue installments of interest at the
Class [A-1][A-2][A-3] Rate to the extent lawful.


                                       A-4
<PAGE>

     As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent's Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended, and thereupon one or more new Notes of authorized denominations and in
the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of
transfer or exchange of this Note, but the transferor may be required to pay a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any such registration of transfer or exchange.

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

     If insufficient funds are available to make any payments on the Notes as
and when due, no claim for the amount of such shortfall may be made against the
Seller. Each Noteholder, by acceptance a Note or interest therein, agrees that
it has no rights in any assets of the Seller other than assets pledged under
this Indenture in order to satisfy any such claims. Notwithstanding the
foregoing, to the extent that any Noteholder is deemed to have any interest in
any assets of the Seller other than the assets pledged under this Indenture,
each Noteholder agrees that such interest is subordinate to claims or rights of
holders of other debts issued by the Seller, and that this agreement constitutes
a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees by accepting
the benefits of the Indenture that such Noteholder or Note Owner will not at any
time file, join in any filing of, or cooperate with or encourage others to file
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law against the Seller or the Issuer in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.


                                       A-5
<PAGE>

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

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

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

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

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

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

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

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


                                       A-6
<PAGE>

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


                                       A-7
<PAGE>

                                   ASSIGNMENT

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

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



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


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

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

Dated:                                      */
       ---------------------------------------


Signature Guaranteed:

                                            */
----------------------------------------------


         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-8
<PAGE>



                                                                       EXHIBIT B

                       (FORM OF LETTER OF REPRESENTATIONS)
















                                      B-1