Exhibit 4.3

                               FORM OF INDENTURE

                                    between

                           WHOLE AUTO LOAN TRUST [ ]
                                   as Issuer

                                      and

                              [                ]
                             as Indenture Trustee





                                Dated as of [ ]


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                                          TABLE OF CONTENTS

                                                                                               Page
                                                                                               ----
                                              ARTICLE I
                          DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

<S>              <C>                                                                            <C>
SECTION 1.1.     Definitions and Usage...........................................................2
SECTION 1.2.     Incorporation by Reference of Trust Indenture Act...............................2

                                             ARTICLE II
                                              THE NOTES

SECTION 2.1.     Form............................................................................2
SECTION 2.2.     Execution, Authentication and Delivery..........................................3
SECTION 2.3.     Temporary Notes.................................................................4
SECTION 2.4.     Tax Treatment...................................................................4
SECTION 2.5.     Registration; Registration of Transfer and Exchange.............................5
SECTION 2.6.     Mutilated, Destroyed, Lost or Stolen Notes......................................8
SECTION 2.7.     Persons Deemed Owners...........................................................9
SECTION 2.8.     Payment of Principal and Interest; Defaulted Interest...........................9
SECTION 2.9.     Cancellation...................................................................10
SECTION 2.10.    Release of Collateral..........................................................10
SECTION 2.11.    Book-Entry Notes...............................................................10
SECTION 2.12.    Notices to Clearing Agency.....................................................11
SECTION 2.13.    Definitive Notes...............................................................11
SECTION 2.14.    Authenticating Agents..........................................................12

                                             ARTICLE III
                                              COVENANTS

SECTION 3.1.     Payment of Principal and Interest..............................................12
SECTION 3.2.     Maintenance of Office or Agency................................................13
SECTION 3.3.     Money for Payments To Be Held in Trust.........................................13
SECTION 3.4.     Existence......................................................................14
SECTION 3.5.     Protection of Indenture Trust Estate...........................................15
SECTION 3.6.     Opinions as to Indenture Trust Estate..........................................16
SECTION 3.7.     Performance of Obligations; Servicing of Receivables...........................16
SECTION 3.8.     Negative Covenants.............................................................18
SECTION 3.9.     Annual Statement as to Compliance..............................................19
SECTION 3.10.    Issuer May Consolidate, etc., Only on Certain Terms............................19
SECTION 3.11.    Successor or Transferee........................................................21
SECTION 3.12.    No Other Business..............................................................21
SECTION 3.13.    No Borrowing...................................................................21
SECTION 3.14.    Servicer's Obligations.........................................................21
SECTION 3.15.    Guarantees, Loans, Advances and Other Liabilities..............................21
SECTION 3.16.    Capital Expenditures...........................................................22


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SECTION 3.17.    Further Instruments and Acts...................................................22
SECTION 3.18.    Restricted Payments............................................................22
SECTION 3.19.    Notice of Events of Default....................................................22
SECTION 3.20.    Removal of Administrator.......................................................22

                                             ARTICLE IV
                                     SATISFACTION AND DISCHARGE

SECTION 4.1.     Satisfaction and Discharge of Indenture........................................22
SECTION 4.2.     Application of Trust Money.....................................................23
SECTION 4.3.     Repayment of Monies Held by Note Paying Agent..................................24

                                              ARTICLE V
                                              REMEDIES

SECTION 5.1.     Events of Default..............................................................24
SECTION 5.2.     Acceleration of Maturity; Rescission and Annulment.............................25
SECTION 5.3.     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee......26
SECTION 5.4.     Remedies; Priorities...........................................................28
SECTION 5.5.     Optional Preservation of the Receivables.......................................31
SECTION 5.6.     Limitation of Suits............................................................31
SECTION 5.7.     Unconditional Rights of Noteholders To Receive Principal and Interest..........32
SECTION 5.8.     Restoration of Rights and Remedies.............................................32
SECTION 5.9.     Rights and Remedies Cumulative.................................................32
SECTION 5.10.    Delay or Omission Not a Waiver.................................................33
SECTION 5.11.    Control by Controlling Class...................................................33
SECTION 5.12.    Waiver of Past Defaults........................................................33
SECTION 5.13.    Undertaking for Costs..........................................................34
SECTION 5.14.    Waiver of Stay or Extension Laws...............................................34
SECTION 5.15.    Action on Notes................................................................34
SECTION 5.16.    Performance and Enforcement of Certain Obligations.............................34

                                             ARTICLE VI
                                        THE INDENTURE TRUSTEE

SECTION 6.1.     Duties of Indenture Trustee....................................................35
SECTION 6.2.     Rights of Indenture Trustee....................................................36
SECTION 6.3.     Individual Rights of Indenture Trustee.........................................38
SECTION 6.4.     Indenture Trustee's Disclaimer.................................................38
SECTION 6.5.     Notice of Defaults.............................................................38
SECTION 6.6.     Reports by Indenture Trustee to Noteholders....................................38
SECTION 6.7.     Compensation and Indemnity.....................................................38
SECTION 6.8.     Replacement of Indenture Trustee...............................................39
SECTION 6.9.     Successor Indenture Trustee by Merger..........................................40
SECTION 6.10.    Appointment of Co-Indenture Trustee or Separate Indenture Trustee..............41
SECTION 6.11.    Eligibility; Disqualification..................................................42


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SECTION 6.12.    Preferential Collection of Claims Against Issuer...............................43

                                             ARTICLE VII
                                   NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1.     Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.........43
SECTION 7.2.     Preservation of Information; Communications to Noteholders.....................43
SECTION 7.3.     Reports by Issuer..............................................................44
SECTION 7.4.     Reports by Indenture Trustee...................................................44

                                            ARTICLE VIII
                                ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1.     Collection of Money............................................................44
SECTION 8.2.     Trust Accounts.................................................................45
SECTION 8.3.     General Provisions Regarding Accounts..........................................48
SECTION 8.4.     Release of Indenture Trust Estate..............................................49
SECTION 8.5.     Opinion of Counsel.............................................................50

                                             ARTICLE IX
                                       SUPPLEMENTAL INDENTURES

SECTION 9.1.     Supplemental Indentures Without Consent of Noteholders.........................50
SECTION 9.2.     Supplemental Indentures with Consent of Noteholders............................52
SECTION 9.3.     Execution of Supplemental Indentures...........................................53
SECTION 9.4.     Effect of Supplemental Indenture...............................................53
SECTION 9.5.     Conformity with Trust Indenture Act............................................54
SECTION 9.6.     Reference in Notes to Supplemental Indentures..................................54

                                              ARTICLE X
                                             PREPAYMENT

SECTION 10.1.    Optional Prepayment............................................................54
SECTION 10.2.    Form of Prepayment Notice......................................................54
SECTION 10.3.    Notes Payable on Prepayment Date...............................................55

                                             ARTICLE XI
                                            MISCELLANEOUS

SECTION 11.1.    Compliance Certificates and Opinions, etc......................................55
SECTION 11.2.    Form of Documents Delivered to Indenture Trustee...............................57
SECTION 11.3.    Acts of Noteholders............................................................57
SECTION 11.4.    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies................58
SECTION 11.5.    Notices to Noteholders; Waiver.................................................58
SECTION 11.6.    Alternate Payment and Notice Provisions........................................59
SECTION 11.7.    Conflict with Trust Indenture Act..............................................59
SECTION 11.8.    Effect of Headings and Table of Contents.......................................59


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SECTION 11.9.    Successors and Assigns.........................................................59
SECTION 11.10.   Separability...................................................................60
SECTION 11.11.   Benefits of Indenture..........................................................60
SECTION 11.12.   Legal Holidays.................................................................60
SECTION 11.13.   GOVERNING LAW..................................................................60
SECTION 11.14.   Counterparts...................................................................60
SECTION 11.15.   Recording of Indenture.........................................................60
SECTION 11.16.   Trust Obligation...............................................................60
SECTION 11.17.   No Petition....................................................................61
SECTION 11.18.   Subordination Agreement........................................................61
SECTION 11.19.   No Recourse....................................................................61
SECTION 11.20.   Inspection.....................................................................61
SECTION 11.21.   Representations and Warranties as to the Security Interest of the Indenture
                 Trustee in the Receivables.....................................................62


EXHIBIT A-1      FORM OF CLASS [A-1] NOTE....................................................A-1-1
EXHIBIT A-2      FORM OF CLASS [A-2] NOTE....................................................A-2-1
EXHIBIT A-3      FORM OF CLASS [A-3] NOTE....................................................A-3-1
EXHIBIT A-4      FORM OF CLASS [A-4] NOTE....................................................A-4-1
EXHIBIT B        FORM OF CLASS [B] NOTE........................................................B-1
EXHIBIT C        FORM OF CLASS [C] NOTE........................................................C-1
EXHIBIT D        FORM OF CLASS [D] NOTE........................................................D-1
SCHEDULE A       Schedule of Receivables......................................................SA-1
APPENDIX A       Definitions and Usage........................................................AA-1
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                                                 iv
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     INDENTURE, dated as of [ ], (as from time to time amended, supplemented
or otherwise modified and in effect, this "Indenture") between WHOLE AUTO LOAN
TRUST [ ], a Delaware statutory trust, as Issuer, and [ ], a [ ], as Trustee
and not in its individual capacity (in such capacity, the "Indenture
Trustee").

     Each party agrees as follows for the benefit of the other party and,
subject to the subordination provisions of this Indenture, for the equal and
ratable benefit of the holders of the Issuer's Class [A-1] [ ]% Asset Backed
Notes (the "Class [A-1] Notes"), Class [A-2] [ ]% Asset Backed Notes (the
"Class [A-2] Notes"), Class [A-3] [ ]% Asset Backed Notes (the "Class [A-3]
Notes"), Class [A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes" and,
together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3]
Notes, the "Class [A] Notes"), Class [B] [ ]% Asset Backed Notes (the "Class
[B] Notes"), Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes") and
Class [D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with
the Class [A] Notes, the Class [B] Notes, and the Class [C] 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 Noteholders, all of the Issuer's
right, title and interest in, to and under, whether now owned or existing or
hereafter acquired or arising, (a) the Receivables; (b) monies received
thereunder on or after the Cutoff Date; (c) the security interests in the
Financed Vehicles granted by Obligors pursuant to the Receivables and any
other interest of the Issuer in the Financed Vehicles; (d) rights to receive
proceeds with respect to the Receivables from claims on any theft, physical
damage, credit life, credit disability, or other insurance policies covering
Financed Vehicles or Obligors; (e) all of the rights to the Receivable Files;
(f) the Trust Accounts and all amounts, securities, investments and other
property deposited in or credited to any of the foregoing, all securities
entitlements related to the foregoing and all proceeds thereof; (g) the rights
of the Issuer under the Sale and Servicing Agreement; (h) payments and
proceeds with respect to the Receivables; (i) the rights of the Depositor
under the Receivables Purchase Agreement with [ ]; (j) all property (including
the right to receive Liquidation Proceeds) securing a Receivable (other than a
Receivable purchased by the Servicer or repurchased by the Depositor or a
Receivables Servicer); (k) rebates of premiums and other amounts relating to
insurance policies and other items financed under the Receivables in effect as
of the Cutoff Date; and (l) subject to the limitations set forth in Section
8.4(d) herein, all present and future claims, demands, causes of action and
choses in action in respect of any or all of the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit 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, except as
provided in the Indenture, and to secure compliance with the provisions of
this Indenture, all as provided in this Indenture.


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     The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders,
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 Noteholders may be adequately and effectively protected.

                                  ARTICLE I

               DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

     SECTION 1.1. Definitions and Usage. Except as otherwise specified herein
or as the context may otherwise require, capitalized terms used but not
otherwise defined herein are defined in Appendix A, which also contains rules
as to usage that shall be applicable herein.

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

     "indenture securities" shall mean the Notes.

     "indenture security holder" shall mean a Noteholder.

     "indenture to be qualified" shall mean this Indenture.

     "indenture trustee" or "institutional trustee" shall mean the Indenture
Trustee.

     "obligor" on the indenture securities shall mean 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 by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

                                  ARTICLE II

                                   THE NOTES

     SECTION 2.1. Form. (a) The Class [A-1] Notes, the Class [A-2] Notes, the
Class [A-3] Notes, the Class [A-4] Notes, the Class [B] Notes, the Class [C]
Notes and the Class [D] Notes, together with the Indenture Trustee's
certificates of authentication, shall be in substantially the form set forth
in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C
and Exhibit D, respectively, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution 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.


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

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

     (d) The Issuer in issuing the Notes may use "CUSIP," "CINS" and "ISIN"
numbers (if then generally in use), and the Indenture Trustee shall use CUSIP,
CINS and ISIN numbers, as the case may be, in notices as a convenience to
Noteholders and no representation shall be made as to the correctness of such
numbers either as printed on the Notes or as contained in a notice to
Noteholders.

     SECTION 2.2. Execution, Authentication and Delivery. (a) 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.

     (b) 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.

     (c) The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver the Notes for original issue in the Classes and initial aggregate
principal amounts as set in the table below.

                                            Initial Aggregate
            Class                           Principal Amount
            -----                           ----------------
            Class [A-1] Notes
            Class [A-2] Notes
            Class [A-3] Notes
            Class [A-4] Notes
            Class [B] Notes
            Class [C] Notes
            Class [D] Notes

The aggregate principal amount of Class [A-1] Notes, Class [A-2] Notes, Class
[A-3] Notes, Class [A-4] Notes, Class [B] Notes, Class [C] Notes and Class [D]
Notes, Outstanding at any time may not exceed those respective amounts except
as provided in Section 2.6.

     (d) The Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes, Class
[A-4] Notes, Class [B] Notes and Class [C] Notes, shall be issuable as
Book-Entry Notes in minimum denominations of $1,000 and in integral multiples
of $1,000 in excess thereof. The Class [D] Notes shall be issuable as
Book-Entry Notes in minimum denominations of $100,000 and in integral
multiples of $1,000 in excess thereof.

     (e) The Class [D] Notes initially sold in the United States or to U.S.
Persons in reliance on Rule 144A under the Securities Act will be issued in
the form of one or more permanent


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global notes, in definitive, fully registered form without interest coupons,
deposited with, and registered in the name of, the Note Depository (the "Rule
144A Global Notes"). The Class [D] Notes sold to non-U.S. Persons in offshore
transactions in reliance on Regulation S will be initially represented by one
or more temporary global notes, respectively, in definitive, fully registered
form without coupons (the "Temporary Regulation S Global Notes"). On the
Exchange Date, interests in the Temporary Regulation S Global Notes will, upon
certification that the beneficial interests in such Temporary Regulation S
Global Notes are owned by persons who are not U.S. Persons, be exchangeable
for interests in permanent global notes, in definitive, fully registered form
without interest coupons (the "Regulation S Global Notes" and, together with
the Rule 144A Global Notes and the Temporary Regulation S Global Notes, the
"Global Notes"), deposited with the Indenture Trustee as custodian for, and
registered in the name of, a nominee of the Note Depository for the respective
accounts of the operator of the Euroclear system ("Euroclear") and Clearstream
Banking, societe anonyme ("Clearstream" and, together with Euroclear, each a
"Clearance System"). The Global Notes shall be exchangeable to the extent
provided in Section 2.5 below.

     (f) No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
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. (a) 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,
substantially 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 the temporary Notes may determine, as
evidenced by their execution of such temporary Notes.

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

     SECTION 2.4. Tax Treatment. The Issuer has entered into this Indenture,
and the Notes shall be issued, with the intention that, for federal income tax
purposes, the Notes shall qualify as indebtedness of the Issuer secured by the
Indenture 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 income tax purposes as indebtedness of the Issuer.


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<PAGE>


     SECTION 2.5. Registration; Registration of Transfer and Exchange. (a) The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon
any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of Note Registrar. If a Person other than the Indenture Trustee is appointed
by the Issuer as Note Registrar, (i) the Issuer shall 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, (ii) the
Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and (iii) the Indenture Trustee
shall have the right to rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
Noteholders and the principal amounts and number of such Notes.

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

     (c) Subject to clause (i) below, at the option of the Noteholder, Notes
may be exchanged for other Notes of the same Class in any authorized
denominations, of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401(1) of the UCC
are met, the Issuer shall execute, the Indenture Trustee shall authenticate,
and the Noteholder shall obtain from the Indenture Trustee, the Notes which
the Noteholder making such exchange is entitled to receive.

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

     (e) Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder thereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Note Registrar and (ii)
accompanied by such other documents or evidence as the Indenture Trustee may
require.

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


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<PAGE>


     (g) The preceding provisions of this Section 2.5 notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of fifteen (15) days preceding the Payment Date for any payment with
respect to such Note.

     (h) No Note may be purchased with plan assets of a Plan if the Issuer, a
Seller, the Servicer, the Owner Trustee, the Indenture Trustee, any
Underwriter or any of their respective affiliates (i) has investment or
administrative discretion with respect to those plan assets; (ii) has
authority or responsibility to give, or regularly gives, investment advice
with respect to such plan assets, for a fee and pursuant to an agreement or
understanding that the advice will serve as a primary basis of investment
decisions with respect to those plan assets, and will be based on the
particular investment needs for the Plan, or (iii) is an employer maintaining
or contributing to the Plan.

     (i) No Class [D] Note may be sold or transferred (including, without
limitation, by pledge or hypothecation) unless such sale or transfer is exempt
from the registration requirements of the Securities Act and is exempt from
the registration requirements under applicable state securities laws. No Class
[D] Note may be offered, sold or delivered at any time within the United States
or to, or for the benefit of, U.S. Persons except in accordance with Rule 144A
of the Securities Act. The Class [D] Notes may be sold or resold, as the case
may be, in offshore transactions to non-U.S. Persons in reliance on Regulation
S under the Securities Act.

     The Indenture Trustee shall not be responsible for ascertaining whether
any transfer complies with, or for otherwise monitoring or determining
compliance with, the requirements or terms of the Securities Act, applicable
state securities laws, ERISA or the Code; except that if a certificate is
specially required by the terms of this Section 2.5 to be provided to the
Indenture Trustee by a Noteholder or Noteholder's prospective transferee, the
Indenture Trustee shall examine the same to determine whether it conforms
substantially on its face to the applicable requirements of this Section 2.5.

     So long as a Global Note remains outstanding and is held by or on behalf
of the Depository, transfers of such Global Note, in whole or in part, shall
only be made in accordance with this Section 2.5(i).

          (i) Subject to clause (ii) and (iii) of this Section 2.5(i),
transfers of a Global Note shall be limited to transfers of such Global Note
in whole, but not in part, to nominees of the Depository or to a successor of
the Depository or such successor's nominee.

          (ii) Rule 144A Global Note to Temporary Regulation S Global Note or
Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A
Global Note wishes at any time to exchange its interest in such Rule 144A
Global Note for an interest in the corresponding Temporary Regulation S Global
Note or Regulation S Global Note, or to transfer its interest in such Rule
144A Global Note to a Person who wishes to take delivery thereof in the form
of an interest in the corresponding Temporary Regulation S Global Note or
Regulation S Global Note, such holder, provided such holder or the transferee,
as applicable, is not a U.S. person, may, subject to the rules and procedures
of the Note Depository, exchange or transfer such interest for an equivalent
beneficial interest in the corresponding Temporary Regulation S


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<PAGE>


Global Note or Regulation S Global Note. Upon receipt by the Note Registrar of
(A) instructions given in accordance with the Note Depository's procedures
from a Participant directing the Note Registrar to credit or cause to be
credited a beneficial interest in the corresponding Temporary Regulation S
Global Note or Regulation S Global Note, but not less than the minimum
denomination applicable to such holder's Notes, in an amount equal to the
beneficial interest in the Rule 144A Global Note to be exchange or transferred
and (B) a written order given in accordance with the Note Depository's
procedures containing information regarding the participant account of the
Note Depository and the Euroclear or Clearstream account to be credited with
such increase, then the Note Registrar shall instruct the Note Depository to
reduce the principal amount of the Rule 144A Global Note and to increase the
principal amount of the Temporary Regulation S Global Note or Regulation S
Global Note, as the case may be, by the aggregate principal amount of the
beneficial interest in the Rule 144A Global Note to be exchanged, and to
credit to the securities account of the Person specified in such instructions
a beneficial interest in the corresponding Temporary Regulation S Global Note
or Regulation S Global Note equal to the reduction in the principal amount of
the Rule 144A Global Note. In the event of any such transfer, each of the
transferor and the transferee shall be deemed to have made to the
representations and warranties set forth in the form of Class D Note attached
as Exhibit D hereto. The holder of the beneficial interest in any such Global
Note desiring to effect such transfer shall, and does hereby agree to,
indemnify the Indenture Trustee and the Issuer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

          (iii) Temporary Regulation S Global Note or Regulation S Global Note
to Rule 144A Global Note. If a holder of a beneficial interest in a Temporary
Regulation S Global Note or Regulation S Global Note wishes at any time to
exchange its interest in such Temporary Regulation S Global Note or Regulation
S Global Note for an interest in the corresponding Rule 144A Global Note or to
transfer its interest in such Temporary Regulation S Global Note or Regulation
S Global Note to a Person who wishes to take delivery thereof in the form of
an interest in the corresponding Rule 144A Global Note, such holder may,
subject to the rules and procedures of Euroclear, Clearstream and/or the Note
Depository, as the case may be, exchange or transfer such interest for an
equivalent beneficial interest in the corresponding Rule 144A Global Note.
Upon receipt by the Note Registrar of instructions form Euroclear, Clearstream
and/or the Note Depository, as the case may be, directing the Note Registrar
to cause to be credited a beneficial interest in the corresponding Rule 144A
Global Note in an amount equal to the beneficial interest in such Temporary
Regulation S Global Note or Regulation S Global Note, but not less than the
minimum denomination applicable to such holder's Notes, to be exchanged or
transferred, such instructions to contain information regarding the
Participant account with the Note Depository to be credited with such
increase, then the Note Registrar will instruct the Note Depository to reduce,
or cause to be reduced, the Temporary Regulation S Global Note or Regulation S
Global Note by the aggregate principal amount of the beneficial interest in
the Temporary Regulation S Global Note or Regulation S Global Note to be
transferred or exchanged and the Note Registrar shall instruct the Note
Depository, concurrently with such reduction, to credit or cause to be
credited to the securities account of the Person specified in such
instructions a beneficial interest in the corresponding Rule 144A Global Note
equal to the reduction in the principal amount of the Temporary Regulation S
Global Note or Regulation S Global Note. In the event of any such transfer,
each of the transferor and the transferee shall be deemed to have made to the
representations and warranties set forth in the form of Class D Note


                                      7
<PAGE>


attached as Exhibit D hereto. The holder of the beneficial interest in any
such Global Note desiring to effect such transfer shall, and does hereby agree
to, indemnify the Indenture Trustee and the Issuer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

     SECTION 2.6. Mutilated, Destroyed, Lost or Stolen Notes.

     (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or
the Note Registrar, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is
delivered to the Indenture Trustee such security or indemnity as may be
required by it to hold the Issuer and the Indenture Trustee harmless, then, in
the absence of notice to the Issuer, the Note Registrar or the Indenture
Trustee that such Note has been acquired by a protected purchaser, as defined
in Section 8-303 of the UCC, and provided that the requirements of Section
8-405 of the UCC are met, the Issuer shall execute, and upon Issuer 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; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven (7)
days shall be due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuer may pay such destroyed, lost
or stolen Note when so due or payable or upon the Prepayment Date without
surrender thereof. If, after the delivery of such replacement Note or payment
of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser of the original Note in lieu of which such
replacement Note was issued presents for 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 protected 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.

     (b) Upon the issuance of any replacement Note under this Section 2.6, the
Issuer may require the payment by the Noteholder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee) connected therewith.

     (c) Every replacement Note issued pursuant to this Section 2.6 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

     (d) The provisions of this Section 2.6 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 2.7. 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


                                      8
<PAGE>


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

     SECTION 2.8. Payment of Principal and Interest; Defaulted Interest.

     (a) The Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes, Class
[A-4] Notes, Class [B] Notes, Class [C] Notes and Class [D] Notes shall accrue
interest at the Class [A-1] Rate, Class [A-2] Rate, Class [A-3] Rate, Class
[A-4] Rate, Class [B] Rate, Class [C] Rate and Class [D] Rate, respectively,
as set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B,
Exhibit C and Exhibit D, respectively, and such interest shall be due and
payable on each Payment Date as specified therein, subject to Section 3.1. Any
installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes
in the aggregate evidence a denomination of not less than $1,000,000, or, if
not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners pursuant to Section 2.13,
with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment
shall be made by wire transfer in immediately available funds to the account
designated by such nominee, and except for the final installment of principal
payable with respect to such Note on a Payment Date, Prepayment Date or the
applicable Final Scheduled Payment Date, which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.

     (b) The principal of each Note shall be payable in installments on each
Payment Date as provided in the forms of Notes set forth in Exhibit A-1,
Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D.
Notwithstanding the foregoing, the entire unpaid principal amount of each
Class of 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 Noteholders of Notes evidencing not less than a
majority of the principal amount of the Controlling Class have declared the
Notes to be immediately due and payable in the manner provided in Section 5.2.
All principal payments on each Class of Notes shall be made pro rata to the
Noteholders of such Class entitled thereto. The Indenture Trustee shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Note shall be paid.
Such notice shall be mailed or transmitted by facsimile prior to such final
Payment Date and shall specify that such final installment shall be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemption of Notes shall be mailed to
Noteholders as provided in Section 10.2.


                                      9
<PAGE>


     (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful) at the applicable Note Interest Rate on the Payment Date
following such default. The Issuer shall pay such defaulted interest to the
Persons who are Noteholders on the Record Date for such following Payment
Date.

     SECTION 2.9. 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 cancelled by the Indenture Trustee. The Issuer may at any time
deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly cancelled
by the Indenture Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section 2.9, except as
expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention
or disposal policy as in effect at the time unless the Issuer shall direct by
an Issuer Order that they be destroyed or returned to it and so long as such
Issuer Order is timely and the Notes have not been previously disposed of by
the Indenture Trustee.

     SECTION 2.10. Release of Collateral. Subject to Section 11.1 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)(1) or an
Opinion of Counsel in lieu of such Independent Certificates to the effect that
the TIA does not require any such Independent Certificates. If the Commission
shall issue an exemptive order under TIA Section 304(d) modifying the Issuer's
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1
and the terms of the Basic Documents, the Indenture Trustee shall release
property from the lien of this Indenture in accordance with the conditions and
procedures set forth in such exemptive order.

     SECTION 2.11. Book-Entry Notes. The Notes, upon original issuance, shall
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 Note Owner thereof shall receive a Definitive
Note (as defined below) representing such Note Owner's interest in such Note,
except as provided in Section 2.13. Unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to such Note Owners
pursuant to Section 2.13:

          (i) the provisions of this Section 2.11 shall be in full force and
     effect;

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


                                      10
<PAGE>


          (iii) to the extent that the provisions of this Section 2.11
     conflict with any other provisions of this Indenture, the provisions of
     this Section 2.11 shall control;

          (iv) the rights of Note Owners shall be exercised only through the
     Clearing Agency and shall be limited to those established by law and
     agreements between such Note Owners and the Clearing Agency and/or the
     Clearing Agency Participants pursuant to the Security Depository
     Agreement. Unless and until Definitive Notes are issued to Note Owners
     pursuant to Section 2.13, the initial Clearing Agency shall make
     book-entry transfers among the Clearing Agency Participants and receive
     and transmit payments of principal of and interest on the Book-Entry
     Notes to such Clearing Agency Participants; and

          (v) whenever this Indenture requires or permits actions to be taken
     based upon instructions or directions of Noteholders of Notes evidencing
     a specified percentage of the principal amount of the Notes Outstanding
     (or any Class thereof) 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 of the Notes Outstanding (or Class thereof) and has delivered
     such instructions to the Indenture Trustee.

     SECTION 2.12. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders of Book-Entry Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to the
Note Owners pursuant to Section 2.13, the Indenture Trustee shall give all
such notices and communications specified herein to be given to Noteholders of
Book-Entry Notes to the Clearing Agency, and shall have no obligation to such
Note Owners.

     SECTION 2.13. Definitive Notes. With respect to any Class or Classes of
Book-Entry Notes, if (i) the Administrator advises the Indenture Trustee in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to such Class of Book-Entry Notes
and the Administrator is unable to locate a qualified successor, (ii) the
Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or an Event of Servicing
Termination, Note Owners of such Class of Book- Entry Notes evidencing
beneficial interests aggregating not less than a majority of the principal
amount of such Class 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 such Class of Note Owners, then
the Clearing Agency shall notify all Note Owners of such Class and the
Indenture Trustee of the occurrence of such event and of the availability of
Definitive Notes to the Note Owners of the applicable Class 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 fully protected in relying


                                      11
<PAGE>


on, such instructions. Upon the issuance of Definitive Notes to Note Owners,
the Indenture Trustee shall recognize the holders of such Definitive Notes as
Noteholders.

     SECTION 2.14. Authenticating Agents. (a) The Indenture Trustee, at the
expense of the Administrator, may appoint one or more Persons (each, an
"Authenticating Agent") with power to act on its behalf and subject to its
direction in the authentication of Notes in connection with issuance,
transfers and exchanges under Sections 2.2, 2.3, 2.5, 2.6 and 9.6, as fully to
all intents and purposes as though each such Authenticating Agent had been
expressly authorized by those Sections to authenticate such Notes. For all
purposes of this Indenture, the authentication of Notes by an Authenticating
Agent pursuant to this Section 2.14 shall be deemed to be the authentication
of Notes "by the Indenture Trustee."

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

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

     (d) The Administrator agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services. The provisions of
Sections 2.9 and 6.4 shall be applicable to any Authenticating Agent.

                                  ARTICLE III

                                   COVENANTS

     SECTION 3.1. Payment of Principal and Interest. The Issuer shall duly and
punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting
the foregoing on each Payment Date the Issuer shall cause to be paid pursuant
to Section 8.2(d) all amounts on deposit in the Collection Account and the
Principal Distribution Account with respect to the Collection Period preceding
such Payment Date and deposited therein pursuant to the Sale and Servicing
Agreement. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

     SECTION 3.2. Maintenance of Office or Agency. The Issuer shall maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be


                                      12
<PAGE>


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

     SECTION 3.3. Money for Payments To Be Held in Trust. (a) As provided in
Sections 8.2 and 5.4(b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Trust
Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by
another Note Paying Agent, and no amounts so withdrawn from the Trust Accounts
for payments of Notes shall be paid over to the Issuer, except as provided in
this Section 3.3.

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

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

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

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

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

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


                                      13
<PAGE>


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

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

     (e) Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Note Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two (2) years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request; and the
Noteholder 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 Note Paying Agent with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee or such Note Paying Agent,
before being required to make any such repayment, shall at the expense and
written 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 thirty (30) days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Issuer. The
Indenture Trustee shall also adopt and employ, at the expense and written
direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Noteholders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Note Paying Agent, at the last address of record for each such Noteholder).

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

     SECTION 3.5. Protection of Indenture Trust Estate. (a) The Issuer shall
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 shall take such other action
necessary or advisable to:


                                      14
<PAGE>


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

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

          (iii) enforce any of the Collateral; or

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

     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 3.5 that has
been prepared by the Servicer and delivered to the Indenture Trustee for
execution; provided, however, that the Indenture Trustee shall be under no
obligation to prepare or file any such financing statement, continuation
statement or other instrument required to be executed pursuant to this Section
3.5.

     (b) The Issuer hereby represents and warrants that, as to the Collateral
pledged to the Indenture Trustee for the benefit of the Noteholders, on the
Closing Date:

          (i) the Indenture creates a valid and continuing security interest
     (as defined in the applicable UCC) in the Collateral that is in existence
     in favor of the Indenture Trustee, which security interest is prior to
     all other liens, and is enforceable as such as against creditors of and
     purchasers from the Issuer;

          (ii) the Receivables constitute "tangible chattel paper" under the
     applicable UCC;

          (iii) the Issuer owns and has good and marketable title to such
     Collateral free and clear of any liens, claims or encumbrances of any
     Person, other than the interest Granted under this Indenture;

          (iv) the Issuer has acquired its ownership in such Collateral in
     good faith without notice of any adverse claim;

          (v) the Trust Accounts are not in the name of any person other than
     the Indenture Trustee and the Issuer has not consented to the bank
     maintaining the Trust Accounts to comply with the instructions of any
     person other than the Indenture Trustee;

          (vi) the Issuer has not assigned, pledged, sold, granted a security
     interest in or otherwise conveyed any interest in such Collateral (or, if
     any such interest has been assigned, pledged or otherwise encumbered, it
     has been released) other than interests Granted pursuant to this
     Indenture;

          (vii) the Issuer has caused or will have caused, within ten days
     after the Closing Date, the filing of all appropriate financing
     statements in the proper filing office in the


                                      15
<PAGE>


     appropriate jurisdiction under the applicable law in order to perfect the
     security interest Granted hereunder in the Receivables;

          (viii) other than its Granting hereunder, the Issuer has not Granted
     such Collateral, the Issuer has not authorized the filing of and is not
     aware of any financing statements against the Issuer that include a
     description of such Collateral other than the financing statement in
     favor of the Indenture Trustee, and the Issuer is not aware of any
     judgment or tax lien filing against it; and

          (ix) the information relating to such Collateral set forth in the
     Schedule of Receivables (attached hereto as Schedule A) is correct.

     SECTION 3.6. Opinions as to Indenture Trust Estate.

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

     (b) On or before April 30 in each calendar year, beginning on [ ], the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and
continuation statements and any other action that may be required by law as is
necessary to maintain the lien and security interest created by this Indenture
and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that shall, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until April 30 in the following calendar year.

     SECTION 3.7. Performance of Obligations; Servicing of Receivables.

     (a) The Issuer shall not take any action and shall 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 Indenture Trust Estate or that would
result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any such instrument
or agreement, except as expressly provided in this Indenture and the other
Basic Documents.

     (b) The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a
Person identified to the Indenture


                                      16
<PAGE>


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.

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

     (d) If the Issuer shall have knowledge of the occurrence of an Event of
Servicing Termination 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 in
respect of such default. If an Event of Servicing Termination 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.

     (e) As promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Section 7.1 of
the Sale and Servicing Agreement or the Servicer's resignation in accordance
with the terms of the Sale and Servicing Agreement, the Issuer shall promptly
appoint a Successor Servicer meeting the requirements of the Sale and
Servicing Agreement, 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 at the time when the
Servicer ceases to act as Servicer, the Indenture Trustee without further
action shall automatically be appointed the Successor Servicer. If the
Indenture Trustee shall be legally unable to act as Successor Servicer, it may
appoint, or petition a court of competent jurisdiction to appoint, a Successor
Servicer. The Indenture Trustee may resign as the Servicer by giving written
notice of such resignation to the Issuer and in such event shall be released
from such duties and obligations, such release not to be effective until the
date a new servicer enters into a servicing agreement with the Issuer as
provided below. Upon delivery of any such notice to the Issuer, the Issuer
shall promptly obtain a new servicer as the Successor Servicer under the Sale
and Servicing Agreement. Any Successor Servicer (other than the Indenture
Trustee or any Affiliate thereof) shall (i) be an established institution
having a net worth of not less than $100,000,000 and whose regular business
shall include the servicing of automotive receivables and whose appointment as
Successor Servicer satisfies the Rating Agency Condition and (ii) enter into a
servicing agreement with the Issuer having substantially the same provisions
as the provisions of the Sale and Servicing Agreement applicable to its
predecessor Servicer. If, within thirty (30) days after the delivery of the
notice referred to above, the Issuer shall not have obtained such a new
servicer, the Indenture Trustee may appoint, or may petition a court of
competent jurisdiction to appoint, a Successor Servicer. In connection with
any such appointment, the Indenture Trustee may make such arrangements for the


                                      17
<PAGE>


compensation of such successor as it and such successor shall agree, subject
to the limitations set forth below and in the Sale and Servicing Agreement,
and, in accordance with Section 7.2 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). Notwithstanding anything herein or in the Sale and
Servicing Agreement to the contrary, in no event shall the Indenture Trustee
be liable for any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any Successor
Servicer to act as Successor Servicer under the Basic Documents and the
transactions set forth or provided for therein. 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 the successor to the
Servicer and the servicing of the Receivables. In case the Indenture Trustee
shall become successor to the Servicer under the Sale and Servicing Agreement,
the Indenture Trustee shall entitled to appoint as Servicer any one of its
Affiliates; provided that the Indenture Trustee, in its capacity as the
Servicer, shall be fully liable for the actions and omissions of such
Affiliate in such capacity as Successor Servicer.

     (f) 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 in writing. As soon as a Successor Servicer is appointed by
the Issuer, the Issuer shall notify the Indenture Trustee in writing of such
appointment, specifying in such notice the name and address of such Successor
Servicer.

     (g) Without derogating from the absolute nature of the assignment granted
to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuer hereby agrees that it shall not, without the
prior written consent of the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority in principal amount of the Notes
Outstanding, 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 other Basic Documents).

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


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

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


                                      18
<PAGE>


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

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

     SECTION 3.9. Annual Statement as to Compliance. The Issuer shall deliver
to the Indenture Trustee, within 120 days after the end of each calendar year,
an Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

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

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

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

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

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

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


                                      19
<PAGE>


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

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

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

     (b) Other than as specifically contemplated by the Basic Documents, the
Issuer shall not convey or transfer any of its properties or assets, including
those included in the Indenture Trust Estate, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the
     properties and assets of the Issuer the conveyance or transfer of which
     is hereby restricted 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 assumes, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee, the due and punctual payment of the principal of
     and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein, (C) expressly agrees by
     means of such supplemental indenture that all right, title and interest
     so conveyed or transferred shall be subject and subordinate to the rights
     of Noteholders, (D) unless otherwise provided in such supplemental
     indenture, expressly agrees to indemnify, defend and hold harmless the
     Issuer against and from any loss, liability or expense arising under or
     related to this Indenture and the Notes, and (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, if any, with
     the Commission (and any other appropriate Person) required by the
     Exchange Act in connection with the Notes;

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

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

          (iv) 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;


                                      20
<PAGE>


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

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

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

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

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

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

     SECTION 3.14. Servicer's Obligations. The Issuer shall cause the Servicer
to comply with the Sale and Servicing Agreement, including, without
limitation, Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 4.7 and
Article VI thereof.

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

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

     SECTION 3.17. Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                      21
<PAGE>


     SECTION 3.18. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer or the Administrator, (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) payments
to the Servicer, the Receivables Servicers, the Administrator, the Owner
Trustee, the Indenture Trustee, the Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under,
this Indenture and the other Basic Documents and (y) payments to the Indenture
Trustee pursuant to Section 2(a)(ii) of the Administration Agreement. The
Issuer shall not, directly or indirectly, make payments to or distributions
from the Collection Account or the Principal Distribution Account except in
accordance with this Indenture and the other Basic Documents.

     SECTION 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder and of each default on the part of any party to the Sale
and Servicing Agreement with respect to any of the provisions thereof.

     SECTION 3.20. Removal of Administrator. For so long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
therewith.

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

     SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations, protections
and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture
Trustee under Section 4.3), and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when:

               (A) either:

                    (1) all Notes theretofore authenticated and delivered
               (other than (i) Notes that have been destroyed, lost or stolen
               and that have been replaced or paid as provided in Section 2.6
               and (ii) 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


                                      22
<PAGE>


               from such trust, as provided in Section 3.3) 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 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 without
               reinvestment to pay and discharge the entire indebtedness on
               such Notes not theretofore delivered to the Indenture Trustee
               for cancellation when due to the applicable Final Scheduled
               Payment Date or Prepayment Date (if Notes shall have been
               called for prepayment pursuant to Section 10.1), as the case
               may be, and all fees due and payable to the Indenture Trustee;


               (B) the Issuer has paid or caused to be paid all other sums
          payable hereunder and under any of the other Basic Documents by the
          Issuer;

               (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 11.1(a) and, subject to Section 11.2, each
          stating that all conditions precedent herein provided for relating
          to the satisfaction and discharge of this Indenture have been
          complied with; and

               (D) the Issuer has delivered to the Indenture Trustee an
          Opinion of Counsel to the effect that the satisfaction and discharge
          of the Notes pursuant to this Section 4.1 will not cause any
          Noteholder to be treated as having sold or exchanged any of its
          Notes for purposes of Section 1001 of the Code.

     Upon the satisfaction and discharge of the Indenture pursuant to this
Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall
deliver to the Owner Trustee a certificate of a Trustee Officer stating that
all Noteholders have been paid in full and stating whether, to the best
knowledge of such Trustee Officer, any claims remain against the Issuer in
respect of the Indenture and the Notes.

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


                                      23
<PAGE>


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

                                  ARTICLE V

                                   REMEDIES

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

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

          (ii) 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

          (iii) default in the observance or performance in any material
     respect of any covenant or agreement of the Issuer made in this Indenture
     (other than a covenant or agreement, a default in the observance or
     performance of which is elsewhere in this Section 5.1 specifically dealt
     with) that materially and adversely affects the Noteholders and such
     default shall continue for a period of thirty (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 Notes evidencing not less than 25% of the aggregate
     outstanding principal amount of the Controlling Class, a written notice
     specifying such default and requiring it to be remedied and stating that
     such notice is a "Notice of Default" hereunder; or

          (iv) default in the observance or performance of any representation
     or warranty of the Issuer made in this Indenture or in any Certificate or
     other writing delivered pursuant hereto or in connection herewith proving
     to have been incorrect in any material respect as of the time when the
     same shall have been made, 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 thirty (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 Notes evidencing not less than 25% of the
     aggregate outstanding principal amount of the Controlling Class, a
     written notice specifying such default and requiring it to be remedied
     and stating that such notice is a "Notice of Default" hereunder; or


                                      24
<PAGE>


          (v) 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 Indenture 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 Indenture 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 sixty
     (60) consecutive days; or

          (vi) 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
     Indenture 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 (5) 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) above, its status and what
action the Issuer is taking or proposes to take with respect thereto.

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. (a) If
an Event of Default should occur and be continuing, then and in every such
case the Indenture Trustee or the holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Controlling Class 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 Outstanding Amount of such Notes, together with accrued
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

     (b) At any time after a declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee as hereinafter provided in this Article V,
the holders of Notes evidencing not less than a majority of the Outstanding
Amount of the Controlling Class, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

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

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

               (B) all sums paid or advanced by the Indenture Trustee
          hereunder and the reasonable compensation, expenses and
          disbursements of the Indenture


                                      25
<PAGE>


          Trustee and its agents and counsel and the reasonable compensation,
          expenses and disbursements of the Owner Trustee and its agents and
          counsel; and

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

     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) there is an Event of
Default relating to the nonpayment of any interest on any Note when the same
becomes due and payable, and such Event of Default continues for a period of
five (5) days, or (ii) there is an Event of Default relating to the nonpayment
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 shall, upon demand of
the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Noteholders, 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 applicable Note Interest 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, attorneys 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 monies adjudged or
decreed to be payable.

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


                                      26
<PAGE>


Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section 5.3, shall be entitled and
empowered, by intervention in such Proceedings or otherwise:

          (i) to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Notes and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Indenture Trustee (including any claim
     for reasonable compensation to the Indenture Trustee and each predecessor
     Indenture Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances and disbursements 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 Noteholders in any election of a trustee, a standby trustee
     or Person performing similar functions in any such Proceedings;

          (iii) to collect and receive any monies or other property payable or
     deliverable on any such claims and to pay 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 Noteholders allowed in any judicial proceedings
     relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay
to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances and disbursements made, by
the Indenture Trustee and each predecessor Indenture Trustee, except as a
result of negligence or bad faith, and any other amounts due the Indenture
Trustee pursuant to Section 6.7.

     (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 Noteholder 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


                                      27
<PAGE>


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, attorneys and counsel, shall be for the ratable
benefit of the Noteholders in respect of which such judgment has been
recovered.

     (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, or at the written
direction of Noteholders of Notes evidencing not less than a majority of the
Outstanding Amount of the Controlling Class, shall, do one or more of the
following (subject to Section 5.5 and 6.2(f)):

          (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 monies adjudged due;

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

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

          (iv) sell the Indenture 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, the Indenture Trustee may not sell or otherwise liquidate
the Indenture Trust Estate following an Event of Default, other than Event of
Default described in Section 5.1(i) or (ii), unless, (i) with respect to any
Event of Default described in Section 5.1(v) or (vi):

               (A) the holders of Notes evidencing 100% of the Outstanding
          Amount of the Controlling Class (excluding Notes held by a Seller,
          the Servicer or any of their respective Affiliates) consent thereto;
          or

               (B) the proceeds of such sale or liquidation are sufficient to
          pay in full the principal of and the accrued interest on the
          Outstanding Notes; or

               (C) the Indenture Trustee determines based solely on an
          analysis provided by an independent accounting firm which shall not
          be at the expense of the Indenture Trustee that the Indenture Trust
          Estate will not continue to provide sufficient funds for the payment
          of principal of and interest on the Notes as they


                                      28
<PAGE>


          would have become due if the Notes had not been declared due and
          payable and obtains the consent of holders of Notes evidencing not
          less than 66-2/3 of the Outstanding Amount of the Controlling Class;
          or

          (ii) with respect to an Event of Default described in Section
     5.1(iii) or (iv):

               (A) the holders of all Outstanding Notes consent thereto; or

               (B) the proceeds of such sale or liquidation are sufficient to
          pay in full the principal of and accrued interest on the Outstanding
          Notes.

     In determining such sufficiency or insufficiency with respect to clauses
(i)(B) and (ii)(B) above, 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 Indenture Trust Estate for such purpose.

     (b) Notwithstanding the provisions of Section 8.2 of this Agreement or
Section 4.5 of the Sale and Servicing Agreement, if the Indenture Trustee
collects any money or property pursuant to liquidations of the Receivables in
accordance with this Article V, it shall pay out the money or property in the
following order of priority:

          (i) first, to the Servicer for due and unpaid Servicing Fees;

          (ii) second, to the Indenture Trustee and the Owner Trustee for all
     amounts due for fees, expenses and indemnification under Section 6.7 of
     this Agreement and Article VII of the Trust Agreement, respectively, and
     not previously paid;

          (iii) third, in the following order of priority:

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

               (B) to Class [A-1] Noteholders for amounts due and unpaid on the
          Class [A-1] Notes in respect of principal, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Class [A-1] Notes in respect of principal, until the Outstanding
          Amount of the Class [A-1] Notes is reduced to zero;

               (C) to Class [A-2] Noteholders for amounts due and unpaid on the
          Class [A-2] Notes in respect of principal, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Class [A-2] Notes in respect of principal, until the Outstanding
          Amount of the Class [A-2] Notes is reduced to zero;

               (D) to Class [A-3] Noteholders for amounts due and unpaid on the
          Class [A-3] Notes in respect of principal, ratably, without preference
          or priority of


                                      29
<PAGE>


          any kind, according to the amounts due and payable on the Class [A-3]
          Notes in respect of principal, until the Outstanding Amount of the
          Class [A-3] Notes is reduced to zero;

               (E) to Class [A-4] Noteholders for amounts due and unpaid on the
          Class [A-4] Notes in respect of principal, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Class [A-4] Notes in respect of principal, until the Outstanding
          Amount of the Class [A-4] Notes is reduced to zero;

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

               (G) to Class [B] Noteholders for amounts due and unpaid on the
          Class [B] Notes in respect of principal, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Class [B] Notes in respect of principal, until the Outstanding
          Amount of the Class [B] Notes is reduced to zero;

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

               (I) to Class [C] Noteholders for amounts due and unpaid on the
          Class [C] Notes in respect of principal, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Class [C] Notes in respect of principal, until the Outstanding
          Amount of the Class [C] Notes is reduced to zero;

               (J) to the Class [D] Noteholders for amounts due and unpaid on
          the Notes in respect of interest, ratably, without preference or
          priority of any kind, according to the amounts due and payable on
          the Class [D] Notes in respect of interest;

               (K) to Class [D] Noteholders for amounts due and unpaid on the
          Class [D] Notes in respect of principal, ratably, without preference
          or priority of any kind, according to the amounts due and payable on
          the Class [D] Notes in respect of principal, until the Outstanding
          Amount of the Class [D] Notes is reduced to zero; and

               (L) any excess amounts remaining after making the payments
          described in above, to be applied pursuant to Section 8.2(c) to the
          extent that any amounts payable thereunder have not been previously
          paid as described above.

The Indenture Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section 5.4. At least fifteen (15) days before
such record date, the Indenture


                                      30
<PAGE>


Trustee shall mail to each Noteholder a notice that states the record date,
the payment date and the amount to be paid.

     (c) Upon a sale or other liquidation of the Receivables in the manner set
forth in Section 5.4(a), the Indenture Trustee shall provide reasonable prior
notice of such sale or liquidation to each Noteholder. A Noteholder may submit
a bid with respect to such sale. For the avoidance of doubt, the Depositor and
any of its Affiliates may submit a bid with respect to such sale.

     SECTION 5.5. Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain
possession of the Indenture Trust Estate and apply proceeds as if there had
been no declaration of acceleration. 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 Indenture Trust Estate. In determining whether to
maintain possession of the Indenture 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 Indenture Trust Estate
for such purpose.

     SECTION 5.6. Limitation of Suits. No Noteholder 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 Noteholder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;

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

     (c) such Noteholder or Noteholders have offered to the Indenture Trustee
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;

     (d) the Indenture Trustee for sixty (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 sixty-day period by the Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the
Controlling Class.

     It is understood and intended that no one or more Noteholders 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 Noteholders or to obtain or to seek to obtain priority or


                                      31
<PAGE>


preference over any other Noteholders 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 Noteholders,
each evidencing less than a majority of the Outstanding Amount of the
Controlling Class, the Indenture Trustee shall act at the direction of the
group of Noteholders representing the greater principal amount of the Notes.
If the Indenture Trustee receives conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders representing an equal
Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture. The Indenture Trustee shall be fully
protected and shall incur no liability for acting, or refraining from acting
in accordance with this Section.

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

     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 Noteholder 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 any
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.


                                      32
<PAGE>


     SECTION 5.11. Control by Controlling Class. The Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the
Controlling Class shall have the right, subject to Section 6.2(f), 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) subject to the express terms of Section 5.4, any direction to the
Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be by
Noteholders evidencing not less than 100% of the Outstanding Amount of the
Controlling Class;

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

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

Notwithstanding the rights of Noteholders set forth in this Section 5.11,
subject to Section 6.1, the Indenture Trustee need not take any action that it
determines might involve it in costs or expenses for which it would not be
indemnified to its satisfaction or expose it to personal liability or might
materially adversely affect or unduly prejudice the rights of any Noteholders
not consenting to such action.

     SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Controlling Class may waive any past Default or Event of Default and
its consequences except a Default (a) in the payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision
hereof that cannot be amended, supplemented or modified without the consent of
each Noteholder. In the case of any such waiver, the Issuer, the Indenture
Trustee and the Noteholders 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 Noteholder by such Noteholder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it
as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking


                                      33
<PAGE>


to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section 5.13 shall not apply to (a) any suit instituted by the Indenture
Trustee, (b) any suit instituted by any Noteholder or group of Noteholders, in
each case holding in the aggregate more than 10% of the Outstanding Amount of
the Notes (or in the case of a right or remedy under this Indenture which is
instituted by the Controlling Class, more than 10% of the Controlling Class)
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 shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture, 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 shall not hinder, delay or impede the execution of any power herein granted
to the Indenture Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

     SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Indenture Trustee or the Noteholders shall be impaired by
the recovery of any judgment by the Indenture Trustee against the Issuer or by
the levy of any execution under such judgment upon any portion of the
Indenture 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 this Indenture.

     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 each Seller of its obligations under the related Purchase
Agreement and the Servicer of its obligations under the Sale and Servicing
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 each
Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by each
Seller or the Servicer of each of their obligations under the related
Receivables Purchase Agreement and the Sale and Servicing Agreement, as
applicable.

     (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 Noteholders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against each Seller or the Servicer under or in
connection with


                                      34
<PAGE>


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

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

     SECTION 6.1. Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

          (i) the Indenture Trustee undertakes to perform such duties and only
     such duties as are specifically set forth in this Indenture, no implied
     covenants or obligations shall be read into this Indenture against the
     Indenture Trustee and the Indenture Trustee shall not be a trustee for or
     have any fiduciary obligation to the Issuer; 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, if required by the terms
     of this Indenture, conforming to the requirements of this Indenture;
     provided, however, that the Indenture Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture.

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

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

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

          (iii) the Indenture Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith in accordance with any of
     the Noteholders given in accordance with the terms of this Indenture; and

          (iv) the Indenture Trustee shall not have any responsibility for (A)
     any recording, filing, or depositing of this Indenture or any agreement
     referred to herein or any financing statement or continuation statement
     evidencing a security interest, or the maintenance of any such recording
     or filing or depositing or to any re-recording, refiling or redepositing
     of any thereof, (B) any insurance, (C) the payment or discharge of any
     tax, assessment, or other governmental charge or any lien or encumbrance
     of any kind


                                      35
<PAGE>


     owing with respect to, assessed or levied against, any part of the Trust
     Estate other than from funds available in the Collection Account, (D)
     except as otherwise set forth in Section 6.1(b)(ii), the confirmation or
     verification of the contents of any reports or certificates of the
     Servicer delivered to the Indenture Trustee pursuant to this Indenture
     believed by the Indenture Trustee to be genuine and to have been signed
     or presented by the proper party or parties.

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

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

     (f) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur liability, financial or
otherwise, in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds
to believe that repayment of such funds or indemnity satisfactory to it
against such risk or liability is not reasonably assured to it, and none of
the provisions contained in this Indenture shall in any event require the
Indenture Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Servicer under this Indenture except during
such time, if any, as the Indenture Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of the Servicer in
accordance with the terms of this Indenture.

     (g) 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 6.1 and to the provisions
of the TIA.

     (h) The Indenture Trustee shall not be charged with knowledge of any
Event of Default unless either (1) a Trustee Officer shall have actual
knowledge of such Event of Default or (2) written notice of such Event of
Default shall have been given to the Indenture Trustee in accordance with the
provisions of this Indenture.

     SECTION 6.2. Rights of Indenture Trustee. (a) The Indenture Trustee may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper Person. The Indenture Trustee need not investigate any
fact or matters stated in any such document.

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


                                      36
<PAGE>


on the part of, or for the supervision of, any such agent, attorney, custodian
or nominee appointed with due care by it hereunder.

     (d) Neither the Indenture Trustee nor any of its officers, directors,
employees or agents shall be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or
powers; provided, however, that such action or omission by the Indenture
Trustee does not constitute willful misconduct, negligence or bad faith.

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

     (f) The Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or to institute, conduct
or defend any litigation hereunder or in relation hereto or to honor the
request or direction of any of the Noteholders pursuant to this Indenture
unless such Noteholders shall have offered to the Indenture Trustee security
or indemnity reasonably satisfactory to it against the reasonable costs,
expenses, disbursements, advances and liabilities which might be incurred by
it, its agents and its counsel in compliance with such request or direction.

     (g) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request.

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

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

     (j) Except as otherwise provided in Section 8.3(c) the Indenture Trustee
shall have no obligation to invest and reinvest any cash held in the
Collection Account or any other account held by the Indenture Trustee in the
absence of timely and specific written investment direction from the Servicer.
In no event shall the Indenture Trustee be liable for the selection of
investments or for investment losses incurred thereon. The Indenture Trustee
shall have no liability in respect of losses incurred as a result of the
liquidation of any investment prior to its stated maturity or the failure of
the Servicer to provide timely written investment direction.

     (k) In no event shall the Indenture Trustee or any agent of the Indenture
Trustee be obligated or responsible for preparing, executing, filing or
delivering in respect of the Trust or on behalf of another person, either (A)
subject to Section 7.4, any report or filing required or permitted by the
Securities Exchange Commission to be prepared, executed, filed or delivered by
or in respect of the Trust or another person, or (B) any certification in
respect of any such report or filing.


                                      37
<PAGE>


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

     (m) So long as the Indenture Trustee shall serve as Note Registrar
hereunder, the Indenture Trustee in such capacity shall be afforded all of the
rights, protections, immunities and indemnities provided to the Indenture
Trustee hereunder.

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

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

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

     SECTION 6.6. Reports by Indenture Trustee to Noteholders. Upon delivery
to the Indenture Trustee by the Servicer of such information prepared by the
Servicer pursuant to Section 3.8 of the Sale and Servicing Agreement as may be
required to enable each Noteholder to prepare its federal and State income tax
returns, the Indenture Trustee shall deliver such information to the
Noteholders.

     SECTION 6.7. Compensation and Indemnity. (a) The Indenture Trustee shall
be paid the fees and any other amounts payable to it, agreed to in a separate
written agreement between the Issuer and the Indenture Trustee, as the same
may be amended from time to time, in accordance with Section 8.2(c). 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 the
Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it in accordance with any of the provisions
hereof and any other documents executed in connection herewith, 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 cause the Administrator to indemnify the Indenture
Trustee and its officers,


                                      38
<PAGE>


directors, employees, representatives and agents for, and to hold them
harmless against, any and all expenses, obligations, liabilities, losses,
damages, injuries (to person, property, or natural resources), penalties,
stamp or other similar taxes, actions, suits, judgments, reasonable costs and
expenses (including reasonable attorney's and agent's fees and expenses) of
whatever kind of nature regardless of their merit, incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any
of its powers or duties hereunder. The Indenture Trustee shall notify the
Issuer and the Administrator promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder. The Issuer shall cause the Administrator to defend any
such claim, and the Indenture Trustee may have separate counsel and the Issuer
shall cause the Administrator to pay the fees and expenses of such counsel.
Neither the Issuer nor the Administrator need reimburse any expense or
indemnity against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith. All amounts payable to the Indenture Trustee under this Section
(other than the indemnification payments from the Administrator) shall be paid
to the Indenture Trustee in accordance with Section 8.2(c).

     (b) The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section 6.7 shall survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture. When the Indenture Trustee incurs
expenses after the occurrence of a Default specified in Section 5.1(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. (a) 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 6.8 and payment in full
of all sums due to the Indenture Trustee pursuant to Section 6.7. The holders
of Notes evidencing not less than a majority in principal amount of the Notes
may remove the Indenture Trustee without cause by so notifying the Indenture
Trustee and the Issuer and may appoint a successor Indenture Trustee. The
Administrator shall remove the Indenture Trustee if:

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

          (ii) an Insolvency Event occurs with respect to the Indenture
     Trustee;

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

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

The Indenture Trustee may resign at any time by giving 30 days' written notice
to the Administrator and the Issuer. 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


                                      39
<PAGE>


referred to herein as the retiring Indenture Trustee), the Administrator shall
promptly appoint a successor Indenture Trustee.

     (b) Any successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee and to the Issuer. Any
successor Indenture Trustee shall also deliver to the Servicer a written
assumption of the duties of the Indenture Trustee under the Data
Administration Agreement. Thereupon, if all sums due the retiring Indenture
Trustee pursuant to Section 6.7 have been paid in full, the resignation or
removal of the retiring Indenture Trustee shall become effective, the
successor Indenture Trustee shall have all the rights, powers and duties of
the Indenture Trustee under this Indenture and the resigning Indenture Trustee
shall be relieved of all of its obligations hereunder. The successor Indenture
Trustee shall mail a notice of its succession to Noteholders. If all sums due
the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full,
the retiring Indenture Trustee shall promptly transfer all property held by it
as Indenture Trustee to the successor Indenture Trustee.

     (c) If a successor Indenture Trustee does not take office within ninety
(90) days after the retiring Indenture Trustee resigns or is removed, the
retiring Indenture Trustee, the Issuer or the holders of Notes evidencing not
less than a majority in the Outstanding Amount of the Controlling Class may
petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee. If the Indenture Trustee fails to comply with
Section 6.11, any Noteholder who has been a bona fide Noteholder for at least
six (6) months may petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee.

     (d) Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section 6.8, the obligations of the Issuer and the Administrator under
Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

     SECTION 6.9. Successor Indenture Trustee by Merger. (a) If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Indenture Trustee; provided that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The
Indenture Trustee shall provide the Rating Agencies with written notice of any
such transaction.

     (b) 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. In all such cases such
certificates shall have the full force which it is provided anywhere in the
Notes or in this Indenture that the certificate of the Indenture Trustee shall
have.


                                      40
<PAGE>


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

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

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

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

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

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

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by


                                      41
<PAGE>


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.

     (e) The Issuer shall cause the Administrator to pay to any co-trustee or
separate trustee appointed hereunder reasonable compensation, and to reimburse
such co-trustee or separate trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by it or them in
accordance with any provisions of this Indenture or other Basic Document
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith. In no event shall the Indenture Trustee be obligated
to pay any fee or expense of any separate trustee or co-trustee.

     SECTION 6.11. Eligibility; Disqualification. (a) The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee or its parent shall have a combined capital and surplus of
at least $50,000,000 as set forth in its most recent published annual report
of condition and shall have a long-term debt rating of investment grade by
each of the Rating Agencies or shall otherwise be acceptable to each of the
Rating Agencies. The Indenture Trustee shall comply with TIA Section 310(b).

     (b) Within ninety (90) days after ascertaining the occurrence of an Event
of Default which shall not have been cured or waived, unless authorized by the
Commission, the Indenture Trustee shall resign with respect to the Class [A]
Notes, the Class [B] Notes, the Class [C] Notes and/or the Class [D] Notes in
accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a
successor Indenture Trustee for each of such Classes, as applicable, so that
there will be separate Indenture Trustees for the Class [A] Notes, the Class
[B] Notes, the Class [C] Notes and the Class [D] Notes. In the event the
Indenture Trustee fails to comply with the terms of the preceding sentence,
the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA Section
310(b).

     (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11, the
Issuer, the retiring Indenture Trustee and the successor Indenture Trustee
with respect to such Class of Notes shall execute and deliver an indenture
supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of each Class as to which the retiring
Indenture Trustee is not retiring shall continue to be vested in the Indenture
Trustee and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee, it
being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be a trustee of a


                                      42
<PAGE>


trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Indenture Trustee; and upon the
removal of the retiring Indenture Trustee shall become effective to the extent
provided herein.

     SECTION 6.12. 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.

                                 ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished to the
Indenture Trustee (a) not more than five (5) days after each Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the
names and addresses of the Noteholders as of such Record Date and (b) at such
other times as the Indenture Trustee may request in writing, within thirty
(30) days after receipt by the Issuer of any such request, a list of similar
form and content as of a date not more than ten (10) days prior to the time
such list is furnished; provided, however, that (i) so long as the Indenture
Trustee is the Note Registrar, no such list shall be required to be furnished
and (ii) no such list shall be required to be furnished with respect to
Noteholders of Book-Entry Notes.

     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 Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Noteholders received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.1 upon receipt
of a new list so furnished.

     (b) Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more holders of Notes evidencing not less than 25% of
the Notes Outstanding to receive a copy of the current list of Noteholders
(whether or not made pursuant to TIA Section 312(b)), the Indenture Trustee
shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

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

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


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


                                      43
<PAGE>


     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 7.3(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 correspond to the calendar year.

     SECTION 7.4. Reports by Indenture Trustee.

     (a) If required by TIA Section 313(a), within sixty (60) days after each
May 15, beginning with [ ], 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).

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

                                 ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.1. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Sale
and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in this Indenture and the Sale and Servicing
Agreement. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Indenture 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.


                                      44
<PAGE>

     SECTION 8.2. Trust Accounts.

     (a) On or prior to the Closing Date, the Issuer shall cause the Servicer
to establish and maintain the Trust Accounts as provided in Sections 4.1 of
the Sale and Servicing Agreement.

     (b) On or before each Determination Date, the Servicer shall deposit all
Available Collections with respect to the Collection Period preceding such
Payment Date in the Collection Account as provided in Sections 4.2, 4.3 and
4.4 of the Sale and Servicing Agreement.

     (c) On each Payment Date, the Indenture Trustee (based on the information
contained in the Investor Report delivered on or before the related
Determination Date pursuant to Section 3.8 of the Sale and Servicing
Agreement) shall make the following withdrawals from the Collection Account
and make deposits, distributions and payments, to the extent of Available
Collections for such Payment Date, in the following order of priority:

          [(i) first, to the Servicer, the Servicing Fee and all unpaid
     Servicing Fees from prior Collection Periods;

          (ii) second, to the Indenture Trustee, the Owner Trustee and the
     Administrator, the fees and any other amounts payable to them hereunder
     and under the Trust Agreement or the Administration Agreement; provided
     that the cumulative amount paid to them in the aggregate pursuant to this
     clause (ii) shall not exceed $100,000 in any consecutive twelve month
     period;

          (iii) third, to the Class [A] Noteholders, the Accrued Class [A] Note
     Interest; provided that if there are not sufficient funds available to
     pay the entire amount of Class [A] Note Interest, the amounts available
     shall be applied to the payment of such interest on the Class [A] Notes on
     a pro rata basis;

          (iv) fourth, to the Principal Distribution Account, an amount equal
     to the First Allocation of Principal, if any;

          (v) fifth, to the Class [B] Noteholders, the Accrued Class [B] Note
     Interest;

          (vi) sixth, to the Principal Distribution Account, an amount equal
     to the Second Allocation of Principal, if any, reduced by the First
     Allocation of Principal, if any, paid pursuant to clause (iv) above;

          (vii) seventh, to the Class [C] Noteholders, the Accrued Class [C]
     Note Interest;

          (viii) eighth, to the Principal Distribution Account, an amount
     equal to the Third Allocation of Principal, if any, reduced by the First
     Allocation of Principal, if any, paid pursuant to clause (iv) above and
     the Second Allocation of Principal, if any, paid pursuant to clause (vi)
     above;

          (ix) ninth, to the Class [D] Noteholders, the Accrued Class [D] Note
     Interest;


                                      45
<PAGE>


          (x) tenth, to the Principal Distribution Account, an amount equal to
     the Regular Principal Allocation, if any, reduced by the First Allocation
     of Principal, if any, paid pursuant to cause (iv) above, the Second
     Allocation of Principal, if any, paid pursuant to clause (vi) above and
     the Third Allocation of Principal, if any, paid pursuant to clause (viii)
     above;

          (xi) eleventh, to the Indenture Trustee, the Owner Trustee and the
     Administrator any fees and other amounts payable to them hereunder and
     under the Trust Agreement and the Administration Agreement to the extent
     not paid under clause (ii) above; and

          (xii) twelfth, the remainder, if any, to the Certificate
     Distribution Account.]

     [or other payment priority]

     (d) On each Payment Date, the Indenture Trustee (based on the information
contained in the Investor Report delivered on or before the related
Determination Date pursuant to Section 3.8 of the Sale and Servicing
Agreement) shall withdraw the funds deposited in the Principal Distribution
Account on such Payment Date and make distributions and payments in the
following order of priority:

          (i) first, to the Class [A] Noteholders, in the following order and
     priority, the Class [A] Principal Payment Amount for such Payment Date:

               (A) to the Class [A-1] Noteholders on account of principal until
          the Outstanding Amount of the Class [A-1] Notes is reduced to zero;

               (B) to the Class [A-2] Noteholders on account of principal until
          the Outstanding Amount of the Class [A-2] Notes is reduced to zero;

               (C) to the Class [A-3] Noteholders on account of principal until
          the Outstanding Amount of the Class [A-3] Notes is reduced to zero;
          and

               (D) to the Class [A-4] Noteholders on account of principal until
          the Outstanding Amount of the Class [A-4] Notes is reduced to zero;

          (ii) second, to the Class [B] Noteholders, the Class [B] Principal
     Payment Amount for such Payment Date;

          (iii) third, to the Class [C] Noteholders, the Class [C] Principal
     Payment Amount for such Payment Date; and

          (iv) fourth, to the Class [D] Noteholders, the Class [D] Principal
     Payment Amount for such Payment Date.]

     [or other payment priority]

     [Notwithstanding the foregoing, the priority of payments set forth in
clauses (i) through (iv) immediately above shall be adjusted as follows:


                                      46
<PAGE>


          (1)  In no event will the Class [A] Principal Payment Amount allocated
               to any subclass of Class [A] Notes exceed the outstanding
               principal amount of that subclass.

          (2)  On the Final Scheduled Payment Date for each subclass of Class
               [A] Notes, the Class [A] Principal Payment Amount for that
               subclass will include the amount, to the extent of the remaining
               Available Collections, necessary (after giving effect to the
               other amounts to be deposited in the Principal Distribution
               Account on that payment date) to reduce the Outstanding Amount
               of that subclass to zero.

          (3)  No principal payments will be made on the Class [B] Notes, Class
               [C] Notes or Class [D] Notes on any payment date until the Class
               [A-1] Notes have been paid in full.

          (4)  In the event of any shortfall in the amount of funds available
               for principal payments on the Notes on any Payment Date, no
               principal payments will be made on the Class [B] Notes on any
               Payment Date until all amounts payable with respect to the
               Class [A] Notes on that Payment Date have been paid in full, no
               principal payments will be made on the Class [C] Notes on any
               Payment Date until all amounts payable with respect to the
               Class [B] Notes on that Payment Date have been paid in full, and
               no principal payments will be made on the Class [D] Notes on any
               Payment Date until all amounts payable with respect to the
               Class [C] notes on that Payment Date have been paid in full.

          (5)  If, on any Payment Date, the Annualized Average Monthly Net
               Loss Rate exceeds (A) [ ]% if that Payment Date is on or before
               the Payment Date in [ ]; (B) [ ]% if that Payment Date is after
               the Payment Date in [ ] but not after the Payment Date in [ ];
               and (C) [ ]% if such Payment Date is on or after the Payment
               Date in [ ], then on such Payment Date and each subsequent
               Payment Date until the Annualized Average Monthly Net Loss Rate
               is reduced to or below the applicable level, the Issuer will
               pay from the Principal Distribution Account the principal of
               the Notes of each Class sequentially starting with most senior
               and earliest maturing Class of Notes then outstanding (with
               respect to the Class [A] Notes, the earliest maturing subclass,
               beginning with the Class [A-1] Notes) until that Class is paid in
               full, and so on.

     Notwithstanding anything herein to the contrary, but subject to the
provisions of Section 5.4(b), (A) following the occurrence and during the
continuation of an Event of Default specified in Section 5.1(i), 5.1(ii),
5.1(v) or 5.1(vi) which has resulted in an acceleration of the Notes (but
prior to any sale of the Receivables under the Indenture), the Indenture
Trustee shall apply the funds on deposit in the Collection Account as follows:

          (1)  funds remaining after the application of Sections 8.2(c)(i)
               through (iii) above shall be deposited to the Principal
               Distribution Account to the


                                      47
<PAGE>


               extent necessary to reduce the principal amount of all the
               Class [A] Notes to zero,

          (2)  if the Class [A] Notes shall have been paid in full, funds
               remaining after the payment specified in clause (1) shall be
               applied to the payment of accrued and unpaid interest on the
               Class [B] Notes and any remaining funds shall be deposited to the
               Principal Distribution Account to the extent necessary to
               reduce the principal amount of all the Class [B] Notes to zero,

          (3)  if the Class [A] Notes and Class [B] Notes shall have been paid
               in full, funds remaining after the payments specified in clauses
               (1) and (2) shall be applied to the payment of accrued and
               unpaid interest in the Class [C] Notes and any remaining funds
               shall be deposited to the Principal Distribution Account to the
               extent necessary to reduce the principal amount of all the
               Class [C] Notes to zero, and

          (4)  funds remaining after the payments specified in clauses (1),
               (2) and (3) shall be applied to the payment of accrued and
               unpaid interest in the Class [D] Notes and any remaining funds
               shall be deposited if the Class [A] Notes, Class [B] Notes and
               Class [C] Notes shall have been paid in full, to the Principal
               Distribution Account to the extent necessary to reduce the
               principal amount of all the Class [D] Notes to zero; and

     (B) following the occurrence and during the continuation of an Event of
Default specified in Section 5.1(iii) or 5.1(iv) of this Indenture, which has
resulted in an acceleration of the Notes (but prior to any sale of the
Receivables under this Indenture), the Indenture Trustee shall apply the funds
on deposit in the Collection Account remaining after the application of
Section 8.2(c)(i) through (x) above to the Principal Distribution Account to
the extent necessary to reduce the principal amount of all the Notes to zero.
Any such remaining funds will be used to pay principal in respect of the Notes
sequentially, starting with the most senior and earliest maturing Class of
Notes then Outstanding (with respect to the Class [A] Notes, the earliest
maturing subclass, beginning with the Class [A-1] Notes) until that Class is
paid in full, and so on.]

     [or other payment priorities]

     Any funds remaining on deposit in the Principal Distribution Account
after the Notes have been paid in full shall be deposited into the Certificate
Distribution Account.

     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 Collection Account shall be
invested by the Indenture Trustee at the written direction of the Servicer in
Permitted Investments specified in such written direction as provided in
Section 4.1 of the Sale and Servicing Agreement. All income or other gain (net
of losses and investment expenses) from investments of monies deposited in the
Collection Account shall be withdrawn by the Indenture Trustee from such
accounts and distributed as provided in Section 4.1 of the Sale and Servicing
Agreement. The Servicer shall not direct the Indenture Trustee to make any
investment of any funds or to sell any investment held in any of the Trust
Accounts unless the security interest Granted and perfected in such


                                      48
<PAGE>


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

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

     (c) If (i) the Servicer shall have failed to give investment directions
for any funds on deposit in the Collection Account to the Indenture Trustee or
(ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a Default
or Event of Default shall have occurred and be continuing with respect to the
Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.2 or (iii) if such Notes shall have been declared due and payable
following an Event of Default then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Collection Account, as
the case may be, in [ ].

     (d) Each Noteholder or Note Owner, by its acceptance of a Note, or in the
case of a Note Owner, a beneficial interest in a Note, acknowledges that the
Receivables Servicing Agreement with [ ] will terminate on [ ] and the
Receivables Servicing Agreement with [ ] will terminate on [ ]. After [ ] and
after [ ], the Noteholders will not have any right, title and interest in, to
and under, any future claims, demands, causes of action and chooses in action
in respect of any or all of the then outstanding [ ] Receivables and the then
outstanding [ ] Receivables, respectively. After [ ] and [ ] collections in
respect of the [ ] Receivables and the [ ] Receivables, respectively, will not
be deposited in to the deposit accounts maintained with [ ], will not be
deposited into the Collection Account, and will not be available to make the
distributions described in Section 8.2 of this Indenture.

     SECTION 8.4. Release of Indenture Trust Estate.

     (a) Subject to the payment of its fees and expenses pursuant to Section
6.7, the Indenture Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a manner
and under circumstances that are 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 monies.

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


                                      49
<PAGE>


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

     (c) Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, acknowledges that from
time to time the Indenture Trustee shall release the lien of this Indenture on
any Receivable to be sold to (i) the Seller in connection with any repurchase
upon breach, as set forth the applicable Receivables Purchase Agreement and
(ii) to the Servicer in accordance with Section 2.3 of the Sale and Servicing
Agreement.

     SECTION 8.5. Opinion of Counsel. The Indenture Trustee shall receive at
least seven (7) days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, except in connection with any
action contemplated by Section 8.4(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 Indenture 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 Noteholders 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;


                                      50
<PAGE>


          (iii) to add to the covenants of the Issuer, for the benefit of the
     Noteholders, 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 under any supplemental indenture which shall not be
     inconsistent with the provisions of the Indenture; provided that such
     action shall not materially adversely affect the interests of the
     Noteholders;

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

          (vii) to modify, eliminate or add to the provisions of this
     Indenture (A) to such extent as shall be necessary to affect the
     qualification of this Indenture under the TIA or under any similar
     federal statute hereafter enacted and to add to this Indenture such other
     provisions as may be expressly required by the TIA or (B) to enable the
     Issuer to use any exemption from the registration provisions of the
     Securities Act as applied to the Class [D] Notes.

     With respect to (v) above, prior to the execution of such supplemental
indenture, the Rating Agency Condition shall have been satisfied.

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

     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Noteholders but with prior
notice to the Rating Agencies, 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 (other than the modifications set forth in Section
9.2) the rights of the Noteholders under this Indenture; provided, however,
that such action shall not adversely affect in any material respect the
interests of any Noteholder either (i) as evidenced by an Opinion of Counsel
or (ii) as evidenced by the satisfaction of the Rating Agency Condition;
provided, further, that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer to be characterized for federal income tax purposes
as an association (or publicly traded partnership) taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of
any Notes Outstanding or outstanding Certificates.

     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, enter into an indenture or
indentures supplemental hereto for the purpose of


                                      51
<PAGE>


adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or modifying in any manner the rights of the
Noteholders under this Indenture; provided, however, that (i) the Rating
Agency Condition shall have been satisfied with respect to such action, (ii)
such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer
to be characterized for federal income tax purposes as an association (or
publicly traded partnership) taxable as a corporation or otherwise have any
material adverse impact on the federal income taxation of any Notes
Outstanding or outstanding Certificates, and (iii) the Noteholders of each
Outstanding Note affected thereby shall have consented thereto, with respect
to any supplemental indenture which would:

          (i) modify or alter provisions of this Section 9.2;

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

          (iii) reduce the percentage of the Outstanding Amount of the
     Controlling Class, the consent of the Noteholders of which is required
     for any such supplemental indenture, or the consent of the Noteholders of
     which is required for any waiver of compliance with certain provisions of
     this Indenture or certain Defaults or Events of Default hereunder and
     their consequences provided for in this Indenture;

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

          (v) reduce the percentage of the Outstanding Amount of the
     Controlling Class required to direct or consent to a sale or liquidation
     by the Indenture Trustee of the Indenture Trust Estate pursuant to
     Section 5.4 if the proceeds of such sale or liquidation would be
     insufficient to pay the principal amount and accrued but unpaid interest
     on the Notes and/or the Certificates, as applicable;

          (vi) modify any provision of this Indenture specifying a percentage
     of the aggregate principal amount of the Notes necessary to amend this
     Indenture or the other Basic Documents except to increase any percentage
     specified herein or to provide that certain additional provisions of this
     Indenture or the other Basic Documents cannot be modified or waived
     without the consent of the holder of each Outstanding Note affected
     thereby;


                                      52
<PAGE>


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

          (viii) 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
     Indenture Trust Estate or, except as otherwise permitted or contemplated
     herein, terminate the lien of this Indenture on any such collateral at
     any time subject hereto or deprive any Noteholder of the security
     provided by the lien of this Indenture.

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

         Promptly after the execution by the Issuer and the Indenture Trustee
of any supplemental indenture pursuant to this Section 9.2, the Indenture
Trustee shall mail to the Noteholders 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 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture and that all conditions precedent
to the execution and delivery of such supplemental indenture have been
satisfied. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

     SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and 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 Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

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


                                      53
<PAGE>


     SECTION 9.6. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by 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

                                  PREPAYMENT

     SECTION 10.1. Optional Prepayment. The Notes are subject to prepayment on
any Payment Date on which the Servicer exercises its option to purchase the
assets of the Issuer pursuant to Section 8.1 of the Sale and Servicing
Agreement, and the amount paid by the Servicer shall be treated as collections
of Receivables and applied to pay the unpaid principal amount of the Notes. If
the Notes are to be prepaid pursuant to this Section 10.1, the Servicer or the
Issuer shall furnish written notice of such election to the Indenture Trustee
and the Rating Agencies at least ten (10) days, but not more than thirty (30)
days prior to the Prepayment Date (and the Indenture Trustee shall promptly
furnish notice to the Noteholders) and the Servicer or the Issuer shall
deposit by 10:00 a.m. (New York City time) on the Prepayment Date with the
Indenture Trustee in the Collection Account the Prepayment Price of the Notes,
whereupon all Notes shall be due and payable on the Prepayment Date.

     SECTION 10.2. Form of Prepayment Notice. Notice of prepayment under
Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted promptly following
receipt of notice from the Issuer or the Servicer pursuant to Section 10.1,
but not later than three Business Days after it has received such notice, to
each Noteholder as of the close of business on the Record Date preceding the
applicable Prepayment Date, at such Noteholder's address or facsimile number
appearing in the Note Register.

     All notices of prepayment shall state:

          (i) the Prepayment Date;

          (ii) the Prepayment Price;

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

          (iv) that on the Prepayment Date, the Prepayment Price will become
     due and payable upon each such Note and that interest thereon shall cease
     to accrue for and after said date.


                                      54
<PAGE>


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

     SECTION 10.3. Notes Payable on Prepayment Date. The Notes shall,
following notice of prepayment as required by Section 10.2, shall on the
Prepayment Date become due and payable at the Prepayment Price and (unless the
Issuer shall default in the payment of the Prepayment Price) no interest shall
accrue on the Prepayment Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Prepayment Price.

                                  ARTICLE XI

                                 MISCELLANEOUS

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

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

               (A) 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;

               (B) 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;

               (C) 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

               (D) 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 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's


                                      55
<PAGE>


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

          (ii) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (i) above, the
     Issuer shall also deliver to the Indenture Trustee an Independent
     Certificate as to the same matters, if the fair value to the Issuer of
     the securities to be so deposited and of all other such securities made
     the basis of any such 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 ten
     percent (10%) or more of the principal amount of the Notes Outstanding,
     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 (1%) of the principal amount of the Notes Outstanding.

          (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 ninety (90) days of such release) of the property or securities
     proposed to be released and stating that in the opinion of such person
     the proposed release will not impair the security under this Indenture in
     contravention of the provisions hereof.

          (iv) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (iii) above, the
     Issuer shall also furnish to the Indenture Trustee an Independent
     Certificate as to the same matters if the fair value of the property or
     securities and of all other property, other than property as contemplated
     by clause (v) below or securities released from the lien of this
     Indenture since the commencement of the then-current calendar year, as
     set forth in the certificates required by clause (iii) above and this
     clause (iv), equals ten percent (10%) or more of the principal amount of
     the Notes Outstanding, 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 (1%) of the principal amount of the Notes
     Outstanding.

          (v) Notwithstanding Section 2.10 or any other provisions of this
     Section 11.1, the Issuer may, without compliance with the requirements of
     the other provisions of this Section 11.1, (A) collect, liquidate, sell
     or otherwise dispose of Receivables and Financed Vehicles as and to the
     extent permitted or required by the Basic Documents and (B) make cash
     payments out of the Trust Accounts as and to the extent permitted or
     required by the Basic Documents.

     SECTION 11.2. Form of Documents Delivered to Indenture Trustee. (a) In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only


                                      56
<PAGE>


one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.

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

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

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

     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 herein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Noteholders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section 11.3.

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


                                      57
<PAGE>


     (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 Noteholder of any Notes shall bind the
Noteholder of every Note issued upon the registration thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Indenture Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.

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

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

          (ii) the Issuer by the Indenture Trustee or by any Noteholder shall
     be sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: Whole Auto Loan
     Trust [ ], in care of [ ], Attention: [ ], with a copy to the
     Administrator at 383 Madison Avenue, New York, New York, 10179,
     Attention: [Patricia Jehle], 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, telecopied 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 Services, a division of The McGraw--Hill Companies,
Inc., 55 Water Street, 40th Floor, New York, New York 10041, Attention: Asset
Backed Surveillance Department and (iii) in the case of Fitch, at the
following address: Fitch, Inc., One State Street Plaza, New York, New York
10004].

     SECTION 11.5. Notices to Noteholders; Waiver.

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


                                      58
<PAGE>


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

     (c) In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event 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.

     (d) Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute 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, subject to the Indenture Trustee's
approval, with any Noteholder providing for a method of payment, or notice by
the Indenture Trustee or any Note Paying Agent to such Noteholder, that is
different from the methods provided for in this Indenture for such payments or
notices. The Issuer shall furnish to the Indenture Trustee a copy of each such
agreement and the Indenture Trustee shall cause payments to be made and
notices to be given in accordance with such agreements.

     SECTION 11.7. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required
or deemed to be included in this Indenture by any of the provisions of the
Trust Indenture Act, such required or deemed 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. References in this Indenture to
section names or numbers and to exhibits , schedules or appendices are to such
Sections, Exhibits, Schedules or Appendices, as applicable, of this Indenture.

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


                                      59
<PAGE>


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

     SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other
party secured hereunder, and any other Person with an ownership interest in
any part of the Indenture Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

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

     SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

     SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in their individual
capacities, (ii) 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 their individual capacities, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or
the Owner Trustee in their individual capacities, except as any such Person
may have expressly agreed (it being understood that the Indenture Trustee and
the Owner Trustee have no such obligations in their individual capacities),
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


                                      60
<PAGE>


of this Indenture, in the performance of any duties or obligations of the
Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI and VII of the Trust
Agreement.

     SECTION 11.17. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder or Note Owner, by accepting a Note or, in the
case of a Note Owner, a beneficial interest in a Note, hereby covenant and
agree that prior to the end of the period that is one year and one day after
there has been paid in full all debt issued by any securitization vehicle in
respect of which the Depositor holds any interest, they will not institute
against the Issuer, or join in, or assist or encourage others to institute any
institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, this Indenture or any of the other
Basic Documents.

     SECTION 11.18. Subordination Agreement. Each Noteholder, by accepting a
Note, hereby covenants and agrees that, to the extent it is deemed to have any
interest in any assets of the Depositor, or a securitization vehicle (other
than the Trust) related to the Depositor, dedicated to other debt obligations
of the Depositor or debt obligations of any other securitization vehicle
(other than the Trust) related to the Depositor, its interest in those assets
is subordinate to claims or rights of such other debtholders to those other
assets. Furthermore, each Noteholder, by accepting a Note, hereby covenants
and agrees that such agreement constitutes a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.

     SECTION 11.19. No Recourse. Notwithstanding any provisions herein to the
contrary, all of the obligations of the Issuer under or in connection with the
Notes and this Indenture are nonrecourse obligations of the Issuer payable
solely from the Collateral and following realization of the Collateral and its
reduction to zero, any claims of the Noteholders and the Indenture Trustee
against the Issuer shall be extinguished and shall not thereafter revive. It
is understood that the foregoing provisions of this Section 11.19 shall not
(i) prevent recourse to the Collateral for the sums due or to become due under
any security, instrument or agreement which is part of the Collateral or (ii)
constitute a waiver, release or discharge of any indebtedness or obligation
evidenced by the Notes or secured by this Indenture (to the extent it relates
to the obligation to make payments on the Notes) until such Collateral has
been realized and reduced to zero, whereupon any outstanding indebtedness or
obligation in respect of the Notes shall be extinguished and shall not
thereafter revive. It is further understood that the foregoing provisions of
this Section 11.19 shall not limit the right of any Person to name the Issuer
as a party defendant in any Proceeding or in the exercise of any other remedy
under the Notes or this Indenture, so long as no judgment in the nature of a
deficiency judgement shall be asked for or (if obtained) enforced against any
such Person or entity.

     SECTION 11.20. Inspection. The Issuer agrees that, with reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its


                                      61
<PAGE>


representatives to hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

     SECTION 11.21. Representations and Warranties as to the Security Interest
of the Indenture Trustee in the Receivables. The Issuer makes the following
representations and warranties to the Indenture Trustee. The representations
and warranties speak as of the execution and delivery of this Indenture and as
of the Closing Date, and shall survive the pledge thereof to the Indenture
Trustee pursuant to this Indenture.

     (a) This Indenture creates a valid and continuing security interest (as
defined in the UCC) in the Receivables in favor of the Indenture Trustee,
which security interest is prior to all other Liens, and is enforceable as
such as against creditors of and purchasers from the Issuer.

     (b) The Receivables constitute "chattel paper" within the meaning of
Article 9 of the UCC.

     (c) Immediately prior to its pledge to the Indenture Trustee, the Issuer
owned and had good and marketable title to the Receivables free and clear of
any lien, claim or encumbrance of any Person.

     (d) The Issuer has caused or will have caused, within ten days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Receivables granted to the Indenture Trustee
hereunder. Each such financing statements will contain a statement to the
following effect "A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the Indenture
Trustee and its assigns."

     (e) Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuer has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Receivables.
The Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that include a description of collateral
covering the Receivables other than any financing statement relating to the
security interest granted to the Indenture Trustee hereunder or that has been
terminated. The Issuer is not aware of any judgment or tax lien filings
against it.

     (f) The Servicer (or the Receivables Servicers) as custodian for the
Issuer has in its possession all original copies of the contracts that
constitute or evidence the Receivables. The contracts that constitute or
evidence the Receivables do not have any marks or notations indicating that
they have been pledged, assigned or otherwise conveyed to any Person other
than the Indenture Trustee.

     Each of the parties hereto agrees that it shall not waive any of the
foregoing representations and warranties.


                                      62
<PAGE>


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

                             WHOLE AUTO LOAN TRUST [     ]


                             By:   [    ], not in its individual capacity
                                   but solely as Owner Trustee of Whole
                                   Auto Loan Trust [     ]


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


                             [     ], not in its individual capacity but
                             solely as Indenture Trustee

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


                                      63
<PAGE>


                                  EXHIBIT A-1

                            FORM OF CLASS [A-1] NOTE

     [FOR BOOK-ENTRY NOTES] [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.

     REGISTERED                              $

     No. A-1-__                              CUSIP NO. [   ]

      WHOLE AUTO LOAN TRUST [     ]

      CLASS [A-1] [     ]% ASSET BACKED NOTES

     Whole Auto Loan Trust [ ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns,
the principal sum of _______________ dollars payable on each Payment Date in
an amount equal to the result obtained by multiplying (i) a fraction, the
numerator of which is $___________ (the original face amount of this Note) and
the denominator of which is $[ ] by (ii) the aggregate amount, if any, payable
to holders of Class [A-1] Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class [A-1] Notes pursuant
to Section 3.1 of the Indenture dated as of [ ] (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between
the Issuer and [ ], as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the [ ] Payment Date (the "Class [A-1] Final
Scheduled Payment Date"). Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date or the Closing Date, in


                                    A-1-1
<PAGE>


the case of the first Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue
for each Payment Date from and including the previous Payment Date on which
interest has been paid (or, in the case of the initial Payment Date, from the
Closing Date) to but excluding such Payment Date. Interest will be computed on
the basis of actual days elapsed and a 360-day year. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                    A-1-2
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:  [     ], not in its individual capacity
                                       but solely as Owner Trustee of Whole
                                       Auto Loan Trust [     ]


                                       By:
                                            ----------------------------------
                                                    Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-1] Notes designated above and referred to in
the within-mentioned Indenture.

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                         By:
                                               -------------------------------
                                                     Authorized Officer


                                    A-1-3
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [A-1] [ ]% Asset Backed Notes (the "Class [A-1]
Notes") which, together with the Issuer's Class [A-2] [ ]% Asset Backed Notes
(the "Class [A-2] Notes"), Class [A-3] [ ]% Asset Backed Notes (the "Class
[A-3] Notes"), Class [A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes"
and, together with the Class [A-1] Notes, Class [A-2] Notes, Class [A-3]
Notes, the "Class [A] Notes"), Class [B] [ ]% Asset Backed Notes (the "Class
[B] Notes"), Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes") and
Class [D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with
the Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the
"Notes"), are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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] Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15 day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing [ ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class [A-1] Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders
of Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class [A-1] Notes shall be made pro rata to the Noteholders entitled
thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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)


                                    A-1-4
<PAGE>


effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Indenture Trustee's principal Corporate Trust Office or at
the office of the Indenture Trustee's agent appointed for such purposes
located in The City of New York.

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

     As provided in the Indenture, the Notes may be prepaid, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     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 Noteholder hereof
or such Noteholder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Notes of the same Class in
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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the


                                    A-1-5
<PAGE>


Indenture that such Noteholder or Note Owner will not at any time institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 modification of the rights and obligations of the Issuer
and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of
the Controlling Class, as applicable, on behalf of all Noteholders, 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 Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders 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
Noteholders under the Indenture.

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.


                                    A-1-6
<PAGE>


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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                    A-1-7
<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.


                                    A-1-8
<PAGE>


                                  EXHIBIT A-2

                            FORM OF CLASS [A-2] NOTE

     [FOR BOOK-ENTRY NOTES] [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.

     REGISTERED                               $

     No. A-2-__                               CUSIP NO. [   ]

     WHOLE AUTO LOAN TRUST [     ]

     CLASS [A-2] [     ]% ASSET BACKED NOTES

     Whole Auto Loan Trust [ ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns,
the principal sum of _______________ dollars payable on each Payment Date in
an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $___________ (the original face amount of this Note) and
the denominator of which is $[ ]by (ii) the aggregate amount, if any, payable
to holders of Class [A-2] Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class [A-2] Notes pursuant
to Section 3.1 of the Indenture dated as of [ ] (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between
the Issuer and [ ], as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the [ ] Payment Date (the "Class [A-2] Final
Scheduled Payment Date"). No payments of principal of the Class [A-2] Notes will
be made until the Class [A-1] Notes have been paid in full. Capitalized terms
used but not defined herein are defined in Article I of the Indenture, which
also contains rules as to construction that shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date or the Closing Date, in


                                    A-2-1
<PAGE>


the case of the first Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue
for each Payment Date from and including the 15th day of the calendar month
immediately preceding such Payment Date (or, in the case of the initial
Payment Date, from the Closing Date) to but excluding the 15th day of the
calendar month of such Payment Date. Interest will be computed on the basis of
a 360-day year of twelve 30-day months. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                    A-2-2
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:   [        ], not in its individual
                                        capacity but solely as Owner Trustee
                                        of Whole Auto Loan Trust [     ]


                                        By:
                                             --------------------------------
                                                    Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-2] Notes designated above and referred to in
the within-mentioned Indenture.

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                         By:
                                              -------------------------------
                                                    Authorized Officer


                                    A-2-3
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [A-2] [ ]% Asset Backed Notes (the "Class [A-2]
Notes"), which together with the Issuer's Class [A-1] [ ]% Asset Backed Notes
(the "Class [A-1] Notes"), Class [A-3] [ ]% Asset Backed Notes (the "Class
[A-3] Notes"), Class [A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes"
and, together with the Class [A-1] Notes, Class [A-2] Notes, Class [A-3]
Notes, the "Class [A] Notes"), Class [B] [ ]% Asset Backed Notes (the "Class
[B] Notes"), Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes") and
Class [D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with
the Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the
"Notes"), are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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]-2 Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing [ ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class [A-2] Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders
of Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class [A-2] Notes shall be made pro rata to the Noteholders entitled
thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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)


                                    A-2-4
<PAGE>


effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Indenture Trustee's principal Corporate Trust Office or at
the office of the Indenture Trustee's agent appointed for such purposes
located in The City of New York.

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

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     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 Noteholder hereof
or such Noteholder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Notes of the same Class in
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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the


                                    A-2-5
<PAGE>


Indenture that such Noteholder or Note Owner will not at any time institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 rights and obligations of the Issuer
and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of
the Controlling Class, as applicable, on behalf of all Noteholders, 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 Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders 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
Noteholders under the Indenture.

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.


                                    A-2-6
<PAGE>


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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                    A-2-7
<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.


                                    A-2-8
<PAGE>


                                  EXHIBIT A-3

                            FORM OF CLASS [A-3] NOTE

     [FOR BOOK-ENTRY NOTES] [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.

     REGISTERED                                   $

     No. A-3-__                                   CUSIP NO. [   ]

     WHOLE AUTO LOAN TRUST [     ]

     CLASS [A-3] [     ]% ASSET BACKED NOTES

     Whole Auto Loan Trust [   ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns,
the principal sum of _______________ dollars payable on each Payment Date in
an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $___________ (the original face amount of this Note) and
the denominator of which is $[   ] by (ii) the aggregate amount, if any, payable
to holders of Class [A-3] Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class [A-3] Notes pursuant
to Section 3.1 of the Indenture dated as of [   ] (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between
the Issuer and [   ], as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the [   ] Payment Date (the "Class [A-3] Final
Scheduled Payment Date"). No payments of principal of the Class [A-3] Notes will
be made until the Class [A-1] Notes and the Class [A-2] Notes have been paid in
full. Capitalized terms used but not defined herein are defined in Article I
of the Indenture, which also contains rules as to construction that shall be
applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date or the Closing Date, in


                                    A-3-1
<PAGE>


the case of the first Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue
for each Payment Date from and including the 15th day of the calendar month
immediately preceding such Payment Date (or, in the case of the initial
Payment Date, from the Closing Date) to but excluding the 15th day of the
calendar month of such Payment Date. Interest will be computed on the basis of
a 360-day year of twelve 30-day months. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                    A-3-2
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:  [        ], not in its individual
                                       capacity but solely as Owner Trustee
                                       of Whole Auto Loan Trust [     ]


                                       By:
                                            ----------------------------------
                                                   Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-3] Notes designated above and referred to in
the within-mentioned Indenture.

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                        By:
                                              --------------------------------
                                                    Authorized Officer


                                    A-3-3
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [A-3] [ ]% Asset Backed Notes (the "Class [A-3]
Notes") which, together with the Issuer's Class [A-1] [ ]% Asset Backed Notes
(the "Class [A-1] Notes"), Class [A-2] [ ]% Asset Backed Notes (the "Class
[A-2] Notes"), Class [A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes"
and, together with the Class [A-1] Notes, Class [A-2] Notes, Class [A-3]
Notes, the "Class [A] Notes"), Class [B] [ ]% Asset Backed Notes (the "Class
[B] Notes"), Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes") and
Class [D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with
the Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the
"Notes"), are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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-3] Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing [   ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class [A-3] Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders
of Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class [A-3] Notes shall be made pro rata to the Noteholders entitled
thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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)


                                    A-3-4
<PAGE>


effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Indenture Trustee's principal Corporate Trust Office or at
the office of the Indenture Trustee's agent appointed for such purposes
located in The City of New York.

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

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     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 Noteholder hereof
or such Noteholder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Notes of the same Class in
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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the


                                    A-3-5
<PAGE>


Indenture that such Noteholder or Note Owner will not at any time institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 thereunder at any time by
the Issuer with the consent of the Holders of the Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Noteholders of Notes
evidencing specified percentages of the principal amount of the Notes
Outstanding or of the Controlling Class, as applicable, on behalf of all
Noteholders, 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 Noteholder of this Note (or
any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders 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
Noteholders under the Indenture.

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.


                                    A-3-6
<PAGE>


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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                    A-3-7
<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.


                                    A-3-8
<PAGE>


                                  EXHIBIT A-4

                            FORM OF CLASS [A-4] NOTE

     [FOR BOOK-ENTRY NOTES] [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.

     REGISTERED                               $

     No. A-4-1                                CUSIP NO. [   ]

     WHOLE AUTO LOAN TRUST [     ]

     CLASS [A-4] [     ]% ASSET BACKED NOTES

     Whole Auto Loan Trust [ ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns,
the principal sum of [ ]dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[ ] (the original face amount of this Note) and the denominator of
which is $[ ] by (ii) the aggregate amount, if any, payable to holders of
Class [A-4] Notes on such Payment Date from the Principal Distribution Account
in respect of principal on the Class [A-4] Notes pursuant to Section 3.1 of
the Indenture dated as of [ ] (as from time to time amended, supplemented or
otherwise modified and in effect, the "Indenture"), between the Issuer and [
], as Indenture Trustee (in such capacity the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class [A-4] Final
Scheduled Payment Date") and the Prepayment Date, if any, pursuant to Section
10.1 of the Indenture. No payments of principal of the Class [A-4] Notes will
be made until the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3]
Notes have been paid in full. Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the


                                    A-4-1
<PAGE>


principal amount of this Note outstanding on the preceding Payment Date or the
Closing Date, in the case of the first Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from and including the 15th day of
the calendar month immediately preceding such Payment Date (or, in the case of
the initial Payment Date, from the Closing Date) to but excluding the 15th day
of the calendar month of such Payment Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                    A-4-2
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:  [      ], not in its individual capacity
                                       but solely as Owner Trustee of Whole
                                       Auto Loan Trust [     ]


                                       By:
                                            ----------------------------------
                                                    Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-4] Notes designated above and referred to in
the within-mentioned Indenture.

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                        By:
                                             ---------------------------------
                                                    Authorized Officer


                                    A-4-3
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [A-4] [ ]% Asset Backed Notes (the "Class [A-4]
Notes") which, together with the Issuer's Class [A-1] [ ]% Asset Backed Notes
(the "Class [A-1] Notes"), Class [A-2] [ ]% Asset Backed Notes (the "Class
[A-2] Notes"), Class [A-3] [ ]% Asset Backed Notes (the "Class [A-3] Notes"
and, together with the Class [A-1] Notes, Class [A-2] Notes, Class [A-4]
Notes, the "Class [A] Notes"), Class [B] [ ]% Asset Backed Notes (the "Class
[B] Notes"), Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes") and
Class [D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with
the Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the
"Notes"), are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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-4] Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing [ ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class [A-4] Final
Scheduled Payment Date and the Prepayment Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture
Trustee or the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Class have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class [A-4] Notes shall be made pro
rata to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made without requiring that this Note be
submitted for notation of payment.


                                    A-4-4
<PAGE>


Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Noteholders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,
in the name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted by facsimile prior to such Payment Date, and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in The City of New York.

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

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     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 Noteholder hereof
or such Noteholder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, and thereupon one or more new Notes of the same Class in
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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


                                    A-4-5
<PAGE>


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

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 of the Notes thereunder at any time by
the Issuer with the consent of the Holders of the Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Noteholders of Notes
evidencing specified percentages of the principal amount of the Notes
Outstanding or of the Controlling Class, as applicable, on behalf of all
Noteholders, 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 Noteholder of this Note (or
any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders 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
Noteholders under the Indenture.

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


                                    A-4-6
<PAGE>


     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                    A-4-7
<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.


                                    A-4-8
<PAGE>


                                   EXHIBIT B

                             FORM OF CLASS [B] NOTE

     [FOR BOOK-ENTRY NOTES] [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.]

     PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND
INTEREST ON, THE CLASS [A] NOTES.

     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.

     REGISTERED                               $

     No.  B-1                                 CUSIP NO. [   ]

     WHOLE AUTO LOAN TRUST [     ]

     CLASS [B] [     ]% ASSET BACKED NOTES

     Whole Auto Loan Trust [ ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns,
the principal sum of [ ] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[ ] (the original face amount of this Note) and the denominator of
which is $[ ] by (ii) the aggregate amount, if any, payable to holders of
Class [B] Notes on such Payment Date from the Principal Distribution Account
in respect of principal on the Class [B] Notes pursuant to Section 3.1 of the
Indenture dated as of [ ] (as from time to time amended, supplemented or
otherwise modified and in effect, the "Indenture"), between the Issuer and [ ]
as Indenture Trustee (in such capacity the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class [B] Final Scheduled
Payment Date") and the Prepayment Date, if any, pursuant to Section 10.1 of
the Indenture. No payments of principal of the Class [B] Notes will be made
until the Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes, and Class
[A-4] Notes have been paid in full. Capitalized terms used but not defined
herein are defined in Article I of the Indenture, which also contains rules as
to construction that shall be applicable herein.


                                     B-1
<PAGE>


     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date or the Closing Date, in the case of the first Payment
Date (after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Section 3.1 of the
Indenture. Interest on this Note will accrue for each Payment Date from and
including the 15th day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment
Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     B-2
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:   [        ], not in its individual
                                        capacity but solely as Owner Trustee of
                                        Whole Auto Loan Trust [     ]


                                        By:
                                             ---------------------------------
                                                    Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                        By:
                                             ---------------------------------
                                                     Authorized Officer


                                     B-3
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [B] [ ]% Asset Backed Note (the "Class [B] Notes")
which, together with the Issuer's Class [A-1] [ ]% Asset Backed Notes (the
"Class [A-1] Notes"), Class [A-2] [ ]% Asset Backed Notes (the "Class [A-2]
Notes"), Class [A-3]-[ ]% Asset Backed Notes (the "Class [A-3] Notes"), Class
[A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes" and, together with the
Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes, the "Class [A]
Notes"), Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes") and Class
[D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with the
Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the "Notes"),
are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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 [B] Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day
of each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing [ ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class [B] Final
Scheduled Payment Date and the Prepayment Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture
Trustee or the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Class have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class [B] Notes shall be made pro rata
to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made without requiring that this Note be
submitted for notation of payment.


                                     B-4
<PAGE>


Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Noteholders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,
in the name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted by facsimile prior to such Payment Date, and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in The City of New York.

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

     As provided in the Indenture, the Notes may be prepaid, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in 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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


                                     B-5
<PAGE>


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

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 thereunder at any time by
the Issuer with the consent of the Holders of the Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Noteholders of Notes
evidencing specified percentages of the principal amount of the Notes
Outstanding or of the Controlling Class, as applicable, on behalf of all
Noteholders, 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 Noteholder of this Note (or
any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders 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 the Indenture Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
the 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
Noteholders under the Indenture.

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


                                     B-6
<PAGE>


     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                     B-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.


                                     B-8
<PAGE>


                                   EXHIBIT C

                             FORM OF CLASS [C] NOTE

     [FOR BOOK-ENTRY NOTES] [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.]

     PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND
INTEREST ON, THE CLASS [A] NOTES AND THE CLASS [B] NOTES.

     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.

     REGISTERED                                $

     No. C-1                                   CUSIP NO. [   ]

     WHOLE AUTO LOAN TRUST [     ]

     CLASS [C] [     ]% ASSET BACKED NOTES

     Whole Auto Loan Trust [ ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [ ] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[ ] (the original face amount of this Note) and the denominator of
which is $[ ] by (ii) the aggregate amount, if any, payable to holders of
Class [C] Notes on such Payment Date from the Principal Distribution Account
in respect of principal on the Class [C] Notes pursuant to Section 3.1 of the
Indenture dated as of [ ] (as from time to time amended, supplemented or
otherwise modified and in effect, the "Indenture"), between the Issuer and [
], as Indenture Trustee (in such capacity the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class [C] Final Scheduled
Payment Date") and the Prepayment Date, if any, pursuant to Section 10.1 of
the Indenture. No payments of principal of the Class [C] Notes will be made
until the Class [A-1] Notes, the Class [A-2] Notes, Class [A-3] Notes, Class
[A-4] Notes and Class [B] Notes have been paid in full. Capitalized terms used
but not defined herein are defined


                                     C-1
<PAGE>


in Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date or the Closing Date, in the case of the first Payment
Date (after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Section 3.1 of the
Indenture. Interest on this Note will accrue for each Payment Date from and
including the 15th day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment
Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     C-2
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:   [        ], not in its individual
                                        capacity but solely as Owner Trustee
                                        of Whole Auto Loan Trust [     ]


                                        By:
                                              --------------------------------
                                                     Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                       By:
                                             ----------------------------------
                                                    Authorized Officer


                                     C-3
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [C] [ ]% Asset Backed Notes (the "Class [C] Notes")
which, together with the Issuer's Class [A-1] [ ]% Asset Backed Notes (the
"Class [A-1] Notes"), Class [A-2] [ ]% Asset Backed Notes (the "Class [A-2]
Notes"), Class [A-3] [ ]% Asset Backed Notes (the "Class [A-3] Notes"), Class
[A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes" and, together with the
Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes, the "Class [A]
Notes"), Class [B] [ ]% Asset Backed Notes (the "Class [B] Notes") and Class
[D] [ ]% Asset Backed Notes (the "Class [D] Notes" and, together with the
Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the "Notes"),
are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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 [C] Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing [   ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class [C] Final
Scheduled Payment Date and the Prepayent Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture
Trustee or the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Class have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class [C] Notes shall be made pro rata
to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made without requiring that this Note be
submitted for notation of payment.


                                     C-4
<PAGE>


Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Noteholders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,
in the name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such Payment Date
by notice mailed or transmitted by facsimile prior to such Payment Date, and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in The City of New York.

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

     As provided in the Indenture, the Notes may be prepaid, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in 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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


                                     C-5
<PAGE>


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

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 thereunder at any time by
the Issuer with the consent of the Holders of the Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Noteholders of Notes
evidencing specified percentages of the principal amount of the Notes
Outstanding or of the Controlling Class, as applicable, on behalf of all
Noteholders, 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 Noteholder of this Note (or
any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders 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
Noteholders under the Indenture.

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


                                     C-6
<PAGE>


     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                     C-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.


                                     C-8
<PAGE>


                                   EXHIBIT D

                             FORM OF CLASS [D] NOTE

     [FOR BOOK-ENTRY NOTES] [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.]

     PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND
INTEREST ON, THE CLASS [A] NOTES, THE CLASS [B] NOTES AND THE CLASS [C] NOTES.

     THIS CLASS [D] NOTE ("CLASS [D] NOTE") HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE.
ACCORDINGLY, TRANSFER OF THIS CLASS [D] NOTE IS SUBJECT TO CERTAIN RESTRICTIONS
SET FORTH IN SECTION 2.5 OF THE INDENTURE. BY ITS ACCEPTANCE OF THIS CLASS [D]
NOTE, THE HOLDER OF THIS CLASS [D] NOTE IS DEEMED TO REPRESENT TO THE DEPOSITOR,
THE INDENTURE TRUSTEE AND THE ADMINISTRATOR THAT IT IS EITHER A "QUALIFIED
INSTITUTIONAL BUYER" (A "QIB"), AS SUCH TERM IS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") AND IS ACQUIRING THIS CLASS D NOTE FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE QIBS) OR IT IS NOT A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS CLASS D NOTE IN A
TRANSACTION OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT.

     NO SALE, PLEDGE OR OTHER TRANSFER OF A NOTE SHALL BE MADE UNLESS SUCH
SALE, PLEDGE OR OTHER TRANSFER IS (I)(A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QIB" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (C) TO A PERSON THAT IS NOT A U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT,
AND (II) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND


                                     D-1
<PAGE>


ANY OTHER RELEVANT JURISDICTION. EACH TRANSFEREE OF A BENEFICIAL INTEREST IN
THIS NOTE SHALL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS. THE
DEPOSITOR, THE INDENTURE TRUSTEE AND THE ADMINISTRATOR MAY REQUIRE AN OPINION
OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY TRANSFER OF THE NOTES
PURSUANT TO CLAUSES (A) OR (D) ABOVE. EACH TRANSFEREE OF A BENEFICIAL INTEREST
IN THIS NOTE SHALL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS.

     EACH TRANSFER OF THIS NOTE IS DEEMED TO REPRESENT AND WARRANT THAT THE
TRANSFEREE IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF
(A) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA OR (B) A "PLAN" (AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) THAT
IS SUBJECT TO SECTION 4975 OF THE CODE. EACH TRANSFEREE OF A BENEFICIAL
INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE ONE OF THE FOREGOING
REPRESENTATIONS.

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED
IN THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY OR ITS NOMINEE EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     [THIS NOTE IS A RULE 144A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE.] [FOR RULE 144A GLOBAL NOTES ONLY]

     [THIS NOTE IS A REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE.] [FOR REGULATION S GLOBAL NOTES ONLY]

     [THIS NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE.] [FOR TEMPORARY REGULATION S GLOBAL NOTES ONLY]

     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.

     REGISTERED                                $

     No. D-1                                   CUSIP NO. [   ]

     WHOLE AUTO LOAN TRUST [     ]

     CLASS [D] [     ]% ASSET BACKED NOTES


                                     D-2
<PAGE>


     Whole Auto Loan Trust [ ], a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the "Issuer"), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns,
the principal sum of up to [ ] dollars payable, as indicated from time to time
on the Schedule of Exchanges in Global Note attached hereto, on each Payment
Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is up to $[ ] (the original face amount of this Note),
as indicated from time to time on the Schedule of Exchanges in Global Note
attached hereto, and the denominator of which is $[ ] by (ii) the aggregate
amount, if any, payable to holders of Class [D] Notes on such Payment Date
from the Principal Distribution Account in respect of principal on the Class
[D] Notes pursuant to Section 3.1 of the Indenture dated as of [ ](as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and [ ], as Indenture Trustee (in such
capacity the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the [
] Payment Date (the "Class [D] Final Scheduled Payment Date") and the
Prepayment Date, if any, pursuant to Section 10.1 of the Indenture. No
payments of principal of the Class [D] Notes will be made until the Class
[A-1] Notes and, except in the case of an Event of Default, the Class [A-2]
Notes, Class [A-3] Notes, Class [A-4] Notes, Class [B] Notes and Class [C]
Notes have been paid in full. Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from and including the 15th day of the calendar month immediately
preceding such Payment Date or the Closing Date, in the case of the first
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment
Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

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

     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.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     D-3
<PAGE>


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

Date:

                                  WHOLE AUTO LOAN TRUST [     ]


                                  By:   [       ], not in its individual
                                        capacity but solely as Owner Trustee of
                                        Whole Auto Loan Trust [     ]


                                        By:
                                             ----------------------------------
                                                    Authorized Officer


     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:  [     ]

                                  [     ], not in its individual capacity but
                                  solely as Indenture Trustee

                                        By:
                                              ---------------------------------
                                                     Authorized Officer


                                     D-4
<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [D] [ ]% Asset Backed Notes (the "Class [D] Notes")
which, together with the Issuer's Class [A-1] [ ]% Asset Backed Notes (the
"Class [A-1] Notes"), Class [A-2] [ ]% Asset Backed Notes (the "Class [A-2]
Notes"), Class [A-3] [ ]% Asset Backed Notes (the "Class [A-3] Notes"), Class
[A-4] [ ]% Asset Backed Notes (the "Class [A-4] Notes" and, together with the
Class [A-1] Notes, Class [A-2] Notes, Class [A-3] Notes, the "Class [A]
Notes"), Class [B] [ ]% Asset Backed Notes (the "Class [B] Notes") and Class
[C] [ ]% Asset Backed Notes (the "Class [C] Notes" and, together with the
Class [A] Notes, the Class [B] Notes and the Class [C] Notes, the "Notes"),
are 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 Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class [A]
Notes, Class [B] Notes, Class [C] Notes and Class [D] 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 [D] Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing [ ].

     As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class [D] Final
Scheduled Payment Date and the Prepayment Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture
Trustee or the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Class have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 of the
Indenture. All principal payments on the Class [D] Notes shall be made pro rata
to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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)


                                     D-5
<PAGE>


effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount
of this Note on a Payment Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Indenture Trustee's principal Corporate Trust 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 [D] Rate to the extent lawful.

     As provided in the Indenture, the Notes may be prepaid, in whole but not
in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note
Registrar, and thereupon one or more new Notes of the same Class in 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 its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) 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, each 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, each 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 for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the


                                     D-6
<PAGE>


Indenture that such Noteholder or Note Owner will not at any time institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
other Basic Documents.

     The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal income tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the
Notes for federal income 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 thereunder at any time by
the Issuer with the consent of the Holders of the Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Noteholders of Notes
evidencing specified percentages of the principal amount of the Notes
Outstanding or of the Controlling Class, as applicable, on behalf of all
Noteholders, 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 Noteholder of this Note (or
any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders 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
Noteholders under the Indenture.

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     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


                                     D-7
<PAGE>


principal of and interest on this Note at the times, place and rate, and in
the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, 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 or of 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 such holder's
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


                                     D-8
<PAGE>


                                  ASSIGNMENT

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

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

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

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

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

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

                                                                             */
                                                 ------------------------------
---------------------------
*/ NOTICE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar.


                                     D-9
<PAGE>


SCHEDULE OF EXCHANGES IN GLOBAL NOTE


     The initial principal amount of this Global Note as of the Closing Date
is U.S. $________.

     The following exchanges of a part of this Global Note have been made:

<TABLE>
<CAPTION>

                                                 Amount of increase     Principal amount of
                          Amount of decrease     in principal amount    this Global Note       Signature of
                          in principal amount    of this Global Note    following such         authorized officer
Date of Exchange          of this Global Note                           decrease (or           of Indenture Trustee
                                                                        increase)
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                    <C>                    <C>

</TABLE>




                                     D-10
<PAGE>


                                  SCHEDULE A

                            Schedule of Receivables





                                     SA-1
<PAGE>


                              FORM OF APPENDIX A

                             Definitions and Usage

      The following rules of construction and usage shall be applicable to any
agreement or instrument that is governed by this Appendix:

      (a) All terms defined in this Appendix shall have the defined meanings
when used in any agreement or instrument governed hereby and in any
certificate or other document made or delivered pursuant thereto unless
otherwise defined therein.

      (b) As used herein, in any agreement or instrument governed hereby and
in any certificate or other document made or delivered pursuant thereto,
accounting terms not defined in this Appendix or in any such agreement,
instrument, certificate or other document, and accounting terms partly defined
in this Appendix or in any such agreement, instrument, certificate or other
document, to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles as in effect on the
date of such agreement or instrument. To the extent that the definitions of
accounting terms in this Appendix or in any such agreement, instrument,
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Appendix or in any such instrument, certificate or other document shall
control.

      The words "hereof," "herein," "hereunder" and words of similar import
when used in an agreement or instrument refer to such agreement or instrument
as a whole and not to any particular provision or subdivision thereof;
references in an agreement or instrument to "Article," "Section" or another
subdivision or to an attachment are, unless the context otherwise requires, to
an article, section or subdivision of or an attachment to such agreement or
instrument; and the term "including" and its variations means "including
without limitation."

      The definitions contained in this Appendix are equally applicable to
both the singular and plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

      Any agreement, instrument or statute defined or referred to below or in
any agreement or instrument that is governed by this Appendix means such
agreement or instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver
or consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.

                                  Definitions

      "[     ]" shall mean [Receivables Seller], a [              ].

      "[     ] Deposit Account" shall mean the Collection Account as defined
in the [     ] Servicing Agreement. Such account is account no. [         ]
at [     ].


<PAGE>

      "[       ] Servicing Agreement" shall mean the Servicing Agreement dated
as of [       ] between the Depositor, as purchaser, and [       ], as
servicer.

      "[       ] Receivables" shall mean the Receivables listed on [Schedule
A] to the Servicing Agreement as the [       ] Receivables, which were sold by
[ ] to the Depositor.

      "Accrued Class [A] Note Interest" shall mean, with respect to any
Payment Date, the sum of the Class [A] Noteholders' Monthly Accrued Interest
for such Payment Date and the Class [A] Noteholders' Interest Carryover
Shortfall for such Payment Date.

      "Accrued Class [B] Note Interest" shall mean, with respect to any
Payment Date, the sum of the Class [B] Noteholders' Monthly Accrued Interest
for such Payment Date and the Class [B] Noteholders' Interest Carryover
Shortfall for such Payment Date.

      "Accrued Class [C] Note Interest" shall mean, with respect to any
Payment Date, the sum of the Class [C] Noteholders' Monthly Accrued Interest
for such Payment Date and the Class [C] Noteholders' Interest Carryover
Shortfall for such Payment Date.

      "Accrued Class [D] Note Interest" shall mean, with respect to any
Payment Date, the sum of the Class [D] Noteholders' Monthly Accrued Interest
for such Payment Date and the Class [D] Noteholders' Interest Carryover
Shortfall for such Payment Date.

      "Act" shall have the meaning specified in Section [11.3(a)] of the
Indenture.

      "Adjusted Principal Balance" shall mean, as of any date of
determination, (i) if the interest rate per annum set forth on the Receivable
is at least equal to the Minimum Required APR, the Principal Balance of such
Receivable and (ii) if the interest rate per annum set forth on the Receivable
is less than the Minimum Required APR, the present value of all remaining
Scheduled Payments on such Receivable discounted on a monthly basis at the
Minimum Required APR.

      "Administration Agreement" shall mean the Administration Agreement,
dated as of [          ], by and among the Administrator, the Issuer[, the
Depositor] and the Indenture Trustee.

      "Administrator" shall mean [           ], in its capacity as
administrator under the Administration Agreement, or any successor
Administrator thereunder.

      "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used
with respect to any Person shall mean the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling"
and "controlled" shall have meanings correlative to the foregoing.

      "Aggregate Servicing Fee" shall mean the aggregate of the Receivables
Servicer Servicing Fee and the Servicing Fee payable to the Servicer and the
Receivables Servicers on each Payment Date, which is equal to the product of
1/12th of [      ]% and the aggregate Principal Balance of the Receivables as
of the first day of the related Collection Period.




                                      2
<PAGE>

      "Amount Financed" shall mean, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs.

      "Annualized Average Monthly Net Loss Rate" shall mean, with respect to
any date of determination, the product of (x) twelve and (y) the average, as
of the Monthly Net Loss Rates for each of the three preceding Collection
Periods. For the purpose of this definition, the "Monthly Net Loss Rate"
means, for the last day of any Collection Period, a fraction expressed as a
percentage, the numerator of which is equal to the sum of all net losses
reported by the Receivables Servicers for that Collection Period and the
denominator of which is equal to the aggregate principal balance of the
Receivables as of the first day of that Collection Period.

      "Annual Percentage Rate" or "APR" of a Receivable shall mean the annual
rate of finance charges stated in the Receivable.

      "Applicable Tax State" shall mean, as of any date of determination, the
State in which the Owner Trustee maintains its Corporate Trust Office.

      "Authenticating Agent" shall have the meaning specified in Section
[2.14] of the Indenture or Section [3.12] of the Trust Agreement, as
applicable.

      "Authorized Officer" shall mean, (i) with respect to the Issuer, any
officer within the Corporate Trust Office of the Owner Trustee, including any
vice president, assistant vice president, secretary, assistant secretary or
any other officer of the Owner Trustee customarily performing functions
similar to those performed by any of the above designated officers and, for so
long as the Administration Agreement is in full force and effect, any officer
of the Administrator who is authorized to act for the Administrator in matters
relating to the Issuer and to be acted upon by the Administrator pursuant to
the Administration Agreement; and (ii) with respect to the Indenture Trustee
or the Owner Trustee, any officer within the Corporate Trust Office of the
Indenture Trustee or the Owner Trustee, as the case may be, including any vice
president, assistant vice president, secretary, assistant secretary or any
other officer of the Indenture Trustee or the Owner Trustee, as the case may
be, 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 and shall also mean,
with respect to the Owner Trustee, any officer of the Administrator.

      "Available Collections" shall mean, for any Payment Date, the sum of the
following amounts with respect to the Collection Period preceding such Payment
Date: (i) all payments collected on the Receivables; (ii) all Liquidation
Proceeds attributable to Receivables which were designated as Defaulted
Receivables in the related Collection Period in accordance with the [related]
[Receivables] Servicer's customary servicing procedures; (iii) all Recoveries;
(iv) the Purchase Amount received with respect to each Receivable that became
a Purchased Receivable during such Collection Period; (v) investment earnings,
if any, on funds on deposit in the accounts established in connection with the
Trust, to the extent allocated to the Trust and (vi) partial prepayments of
any refunded item included in the Principal Balance of a Receivable, such as
extended warranty protection plan costs, or physical damage, credit life,
disability insurance premiums, or any partial prepayment which causes a
reduction in the Obligor's




                                      3
<PAGE>

periodic payment to an amount below the Scheduled Payment as of the Cut-off
Date; provided, however, that in calculating the Available Collections the
following will be excluded: (a) the servicing fee payable to the [related]
[Receivables] Servicer from Collections in respect of the respective
Receivables serviced by it; (b) all payments and proceeds (including
Liquidation Proceeds) of any Receivables the Purchase Amount of which has been
included in the Available Collections in a prior Collection Period; (c) any
late fees, prepayment charges or other administrative fees or similar charges
allowed by applicable law, collected or retained by the [related]
[Receivables] Servicer during the related Collection Period.

      "Bankruptcy  Code"  shall mean the United  States  Bankruptcy  Code,  11
U.S.C. 101 et seq., as amended.

      "Basic Documents" shall mean the Certificate of Trust, the Trust
Agreement, the Sale and Servicing Agreement, the Receivables Purchase
Agreement, the Indenture, the Administration Agreement, the Underwriting
Agreement, the Note Depository Agreement and the other documents and
certificates delivered in connection therewith.

      ["Book-Entry Certificate" shall mean a beneficial interest in any of the
Class [D] Certificates or the Class [E] Certificates issued in book-entry form
as described in Section [ ] of the Trust Agreement.]

      "Book-Entry Note" shall mean a beneficial interest in any of the Class
[A-1] Notes, the Class [A-2] Notes, Class [A-3] Notes, Class [A-4] Notes, the
Class [B] Notes, the Class [C] Notes and the Class [D] Notes, in each case
issued in book-entry form.

      "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in the State of New York,
the State of Delaware or the state in which the Corporate Trust Office of the
[Indenture] Trustee are authorized by law, regulation or executive order to be
closed.

      "Certificates" shall mean [the Class [D] Certificates and the Class [E]
Certificates, collectively] [the certificates evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A to the Trust Agreement; provided, however, that the Owner Trust
Estate has been pledged to the Indenture Trustee to secure payment of the
Notes and that the rights of the Certificateholders to receive distributions
on the Certificates are subordinated to the rights of the Noteholders as
described in the Sale and Servicing Agreement, the Indenture and the Trust
Agreement].

      ["Certificate Balance" shall mean, as the context so requires, (i) with
respect to all the Class [D] Certificates, an amount equal to, initially, the
Initial Certificate Balance of the Class [D] Certificates and, thereafter, an
amount equal to the Initial Certificate Balance of the Class [D] Certificates,
reduced by all amounts distributed to Class [D] Certificateholders and
allocable to principal or (ii) with respect to any Class [D] Certificate, an
amount equal to, initially, the initial denomination of such Class [D]
Certificate and, thereafter, an amount equal to such initial denomination,
reduced by all amounts distributed in respect of such Class [D] Certificate
and allocable to principal; provided, that, unless all of the Certificates are
owned by the Depositor or an Affiliate of the Depositor, in determining
whether the holders of Class [D] Certificates




                                      4
<PAGE>

evidencing the requisite portion or percentage of the Certificate Balance have
given any request, demand, authorization, direction, notice, consent, or
waiver hereunder or under any Basic Document, Class [D] Certificates owned by
the Issuer, any other obligor upon the Class [D] Certificates, the Depositor,
the Seller, [the] [any] [Servicer] or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed to be excluded from the Certificate
Balance except that, in determining whether the Indenture Trustee and Owner
Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent, or waiver, only Class [D]
Certificates that a Trustee Officer of the Indenture Trustee, if applicable,
and an Authorized Officer of the Owner Trustee with direct responsibility for
the administration of the Trust Agreement, if applicable, knows to be so owned
shall be so disregarded. Class [D] Certificates so owned that have been
pledged in good faith may be regarded as included in the Certificate Balance
if the pledgee establishes to the satisfaction of the Indenture Trustee or the
Owner Trustee, as applicable, the pledgee's right so to act with respect to
such Class [D] Certificates and that the pledgee is not the Issuer, any other
obligor upon the Certificates, the Depositor, the Seller, [the] [any]
[Servicer] or any Affiliate of any of the foregoing Persons.]

      "Certificate Distribution Account" shall mean the account established
and maintained as such pursuant to Section 4.1 of the Sale and Servicing
Agreement.

      ["Certificate Owner" shall mean, with respect to any Book-Entry
Certificate, the Person who is the beneficial owner of the Book-Entry
Certificate, as reflected on the books of the Clearing Agency or on the books
of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).]

      "Certificateholder" or "holder of a Certificate" shall mean a Person in
whose name a Certificate is registered in the Certificate Register.

      "Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit B to the Trust Agreement filed for the Trust pursuant to Section
3810(a) of the Statutory Trust Statute.

      "Certificate Paying Agent" shall mean any paying agent or co-paying
agent appointed pursuant to Section 3.9 of the Trust Agreement and shall
initially be the Owner Trustee.

      "Certificate Percentage Interest" shall mean, with respect to a
Certificate, the percentage specified on such Certificate as the Certificate
Percentage Interest, which percentage represents the beneficial interest of
such Certificate in the Issuer. The aggregate Percentage Interest shall be
100%.

      ["Certificate Pool Factor" shall mean, as of the close of business on
the last day of a Collection Period, a nine-digit decimal figure equal to the
Certificate Balance of the Class [D] Certificates (after giving effect to any
reductions therein to be made on the immediately following Payment Date)
divided by the Initial Certificate Balance of the Class [D] Certificates. Each
Certificate Pool Factor will be 1.000000000 as of the Closing Date;
thereafter, each Certificate Pool Factor will decline to reflect reductions in
the Certificate Balance of the Class [D] Certificates.]




                                      5
<PAGE>

      "Certificate Register" and "Certificate Registrar" shall have the
respective meanings specified in Section [___] of the Trust Agreement.

      "Class" shall mean [(i)] any one of the classes of Notes [or (ii) any
one of the classes of Certificates].

      "Class [A] Noteholders Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the sum of the Class [A-1] Noteholders' Interest
Carryover Shortfall for such Payment Date, the Class [A-2] Noteholders'
Interest Carryover Shortfall for such Payment Date, the Class [A-3]
Noteholders' Interest Carryover Shortfall for such Payment Date and the Class
[A-4] Noteholders' Interest Carryover Shortfall for such Payment Date.

      "Class [A] Noteholders' Monthly Accrued Interest " shall mean, with
respect to any Payment Date, the sum of the Class [A-1] Noteholders' Monthly
Accrued Interest for such Payment Date, the Class [A-2] Noteholders, Monthly
Accrued Interest for such Payment Date, the Class [A-3] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [A-4] Noteholders,
Monthly Accrued Interest for such Payment Date.

      "Class [A] Notes" shall mean, collectively, the Class [A-1] Notes, the
Class [A-2] Notes, the Class [A-3] Notes and the Class [A-4] Notes.

      "Class [A] Principal Payment Amount" shall mean, with respect to any
Payment Date, an amount equal to the greater of (a) the Outstanding Amount of
the Class [A-1] Notes immediately prior to such Payment Date and (b) an amount
equal to (i) the Outstanding Amount of the Class [A] Notes immediately prior
to such Payment Date minus (ii) the lesser of (A) [ ____ ]% of the Pool
Balance for such Payment Date and (B) an amount equal to (1) the Pool Balance
for such Payment Date minus (2) the Target Overcollateralization Level for
such Payment Date; provided, however, that, on the Final Scheduled Payment
Date of any Class of Class [A] Notes, the Class [A] Principal Payment Amount
shall not be less than the amount that is necessary to pay that class of Class
[A] Notes in full; and provided, further, that the Class [A] Principal Payment
Amount on any Payment Date shall not exceed the Outstanding Amount of the
Class [A] Notes on that Payment Date.

      "Class [A-1] Final Scheduled Payment Date" shall mean the [ ____ ]
Payment Date.

      "Class [A-1] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[A-1] Noteholders' Monthly Interest Payable Amount for the preceding Payment
Date and any outstanding Class [A-1] Noteholders' Interest Carryover Shortfall
on such preceding Payment Date exceeds the amount in respect of interest for
the Class [A-1] Notes actually paid to the Noteholders of Class [A-1] Notes on
such preceding Payment Date, plus interest on the amount of interest due but
not paid to the Class [A-1] Noteholders on such preceding Payment Date, to the
extent permitted by law, at the Class [A-1] Rate.

      "Class [A-1] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [A-1] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [A-1] Noteholders'
Interest Carryover Shortfall for such Payment Date.




                                      6
<PAGE>

      "Class [A-1] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the prior
Payment Date (or, in the case of the first Payment Date, from and including
the Closing Date) to and including the day immediately prior to such Payment
Date, on the Class [A-1] Notes at the Class [A-1] Rate on the Outstanding
Amount of the Class [A-1] Notes on the immediately preceding Payment Date (or,
in the case of the first Payment Date, the Closing Date), after giving effect
to all payments of principal to the Class [A-1] Noteholders on or prior to
such preceding Payment Date. For all purposes of this Agreement and the other
Basic Documents, interest with respect to the Class [A-1] Notes shall be
computed on the basis of the actual number of days in the related Interest
Period and a 360-day year.

      "Class [A-1] Note Balance" shall mean, as of any date of determination,
the Initial Class [A-1] Note Balance less all amounts distributed to Class
[A-1] Noteholders on or prior to such date and allocable to principal.

      "Class [A-1] Noteholder" shall mean the Person in whose name a Class
[A-1] Note is registered in the Note Register.

      "Class [A-1] Notes" shall mean the $[      ] aggregate initial principal
amount Class [A-1] [      ]% Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-1 to the Indenture.

      "Class [A-1] Rate" shall mean [      ]% per annum.

      "Class [A-2] Final Scheduled Payment Date" shall mean the [      ]
Payment Date.

      "Class [A-2] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[A-2] Noteholders' Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class [A-2] Noteholders' Interest Carryover Shortfall on such
preceding Payment Date exceeds the amount in respect of interest for the Class
[A-2] Notes actually paid to the Noteholders of Class [A-2] Notes on such
preceding Payment Date, plus interest on the amount of interest due but not
paid to the Class [A-2] Noteholders on such preceding Payment Date, to the
extent permitted by law, at the Class [A-2] Rate.

      "Class [A-2] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [A-2] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [A-2] Noteholders'
Interest Carryover Shortfall for such Payment Date.

      "Class [A-2] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the [ ] day
of the preceding calendar month (or in the case of the first Payment Date,
from and including the Closing Date) to but excluding the [  ] day of the month
of such Payment Date on the Class [A-2] Notes at the Class [A-2] Rate on the
Outstanding Amount of the Class [A-2] Notes on the preceding Payment Date
(after giving effect to all payments of principal on such preceding Payment
Date). For all purposes of this Agreement and the other Basic Documents,
interest with respect to the Class [A-2] Notes shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.



                                      7
<PAGE>


      "Class [A-2] Noteholder" shall mean the Person in whose name a Class
[A-2] Note is registered in the Note Register.

      "Class [A-2] Notes" shall mean the $[      ] aggregate initial principal
amount Class [A-2] [      ]% Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-2 to the Indenture.

      "Class [A-2] Rate" shall mean [      ]% per annum.

      "Class [A-3] Final Scheduled Payment Date" shall mean the [      ]
Payment Date.

      "Class [A-3] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[A-3] Noteholders' Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class [A-3] Noteholders' Interest Carryover Shortfall on such
preceding Payment Date exceeds the amount in respect of interest for the Class
[A-3] Notes actually paid to the Noteholders of Class [A-2] Notes on such
preceding Payment Date, plus interest on the amount of interest due but not
paid to the Class [A-3] Noteholders on such preceding Payment Date, to the
extent permitted by law, at the Class [A-3] Rate.

      "Class [A-3] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [A-3] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [A-3] Noteholders'
Interest Carryover Shortfall for such Payment Date.

      "Class [A-3] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the [ ] day
of the preceding calendar month (or in the case of the first Payment Date,
from and including the Closing Date) to but excluding the [ ] day of the month
of such Payment Date on the Class [A-3] Notes at the Class [A-3] Rate on the
Outstanding Amount of the Class [A-3] Notes on the preceding Payment Date
(after giving effect to all payments of principal on such preceding Payment
Date). For all purposes of this Agreement and the other Basic Documents,
interest with respect to the Class [A-3] Notes shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.

      "Class [A-3] Noteholder" shall mean the Person in whose name a Class
[A-3] Note is registered in the Note Register.

      "Class [A-3] Notes" shall mean $[ ____ ] aggregate initial principal
amount Class [A-3] [ ____ ]% Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-3 to the Indenture.

      "Class [A-3] Rate" shall mean [ ____ ]% per annum.

      "Class [A-4] Final Scheduled Payment Date" shall mean the [ ____ ]
Payment Date.

      "Class [A-4] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[A-4] Noteholders' Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class [A-4] Noteholders'




                                      8
<PAGE>

Interest Carryover Shortfall on such preceding Payment Date exceeds the amount
in respect of interest for the Class [A-4] Notes actually paid to the
Noteholders of Class [A-4] Notes on such preceding Payment Date, plus interest
on the amount of interest due but not paid to the Class [A-4] Noteholders on
such preceding Payment Date, to the extent permitted by law, at the Class
[A-4] Rate.

      "Class [A-4] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [A-4] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [A-4] Noteholders'
Interest Carryover Shortfall for such Payment Date.

      "Class [A-4] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the [ ] day
of the preceding calendar month (or in the case of the first Payment Date,
from and including the Closing Date) to but excluding the [ ] day of the month
of such Payment Date, on the Class [A-4] Notes at the Class [A-4] Rate on the
Outstanding Amount of the Class [A-4] Notes on the preceding Payment Date
(after giving effect to all payments of principal on such preceding Payment
Date). For all purposes of this Agreement and the other Basic Documents,
interest with respect to the Class [A-4] Notes shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.

      "Class [A-4] Noteholder" shall mean the Person in whose name a Class
[A-4] Note is registered in the Note Register.

      "Class [A-4] Notes" shall mean the $[      ] aggregate initial principal
amount Class [A-4] [      ]% Asset Backed Notes issued by the Trust under the
Indenture, substantially in the form of Exhibit A-4 to the Indenture.

      "Class [A-4] Rate" shall mean [      ]% per annum.

      "Class [B] Final Scheduled Payment Date" shall mean the [      ] Payment
Date.

      "Class [B] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[B] Noteholders' Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class [B] Noteholders' Interest Carryover Shortfall on such
preceding Payment Date exceeds the amount in respect of interest for the Class
[B] Notes actually paid to the Noteholders of Class [B] Notes on such
preceding Payment Date, plus interest on the amount of interest due but not
paid to the Class [B] Noteholders on such preceding Payment Date, to the
extent permitted by law, at the Class [B] Rate.

      "Class [B] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the [ ] day
of the preceding calendar month (or in the case of the first Payment Date,
from and including the Closing Date) to but excluding the [ ] day of the month
of such Payment Date on the Class [B] Notes at the Class [B] Rate on the
Outstanding Amount of the Class [B] Notes preceding Payment Date (after giving
effect to all payments of principal on such preceding Payment Date). For all
purposes of this Agreement and the other Basic Documents, interest with
respect to the Class [B] Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.




                                      9
<PAGE>

      "Class [B] Noteholder" shall mean the Person in whose name a Class [B]
Note is registered in the Note Register.

      "Class [B] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [B] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [B] Noteholders' Interest
Carryover Shortfall for such Payment Date.

      "Class [B] Notes" shall mean the $[      ] aggregated initial principal
amount Class [B] [         Asset Backed Notes issued by the Trust pursuant to
the Indenture, substantially in the form of Exhibit B to the Indenture.

      "Class [B] Principal Payment Amount" shall mean, with respect to any
Payment Date, an amount equal to (a) the sum of (i) the Outstanding Amount of
the Class [A] Notes (after taking into account distribution of the Class [A]
Principal Payment Amount on such Payment Date) and (ii) the Outstanding Amount
of the Class [B] Notes immediately prior to such Payment Date minus (b) the
lesser of (i) [      ]% of the Pool Balance for such Payment Date and (ii) an
amount equal to (A) the Pool Balance for such Payment Date minus (B) the
Target Overcollateralization Level for such Payment Date; provided, however,
that, on the Class [B] Final Scheduled Payment Date, the Class [B] Principal
Payment Amount shall not be less than the amount that is necessary to pay the
Class [B] Notes in full; and provided, further, that the Class [B] Principal
Payment Amount on any Payment Date shall not exceed the Outstanding Amount of
the Class [B] Notes on that Payment Date.

      "Class [B] Rate" shall mean [      ]% per annum.

      "Class [C] Final Scheduled Payment Date" shall mean the [      ] Payment
Date.

      "Class [C] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[C] Noteholders' Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class [C] Noteholders' Interest Carryover Shortfall on such
preceding Payment Date exceeds the amount in respect of interest for the Class
[C] Notes actually paid to the Noteholders of Class [C] Notes on such
preceding Payment Date, plus interest on the amount of interest due but not
paid to the Class [C] Noteholders on such preceding Payment Date, to the
extent permitted by law, at the Class [C] Rate.

      "Class [C] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the [ ] day
of the preceding calendar month (or in the case of the first Payment Date,
from and including the Closing Date) to but excluding the [ ] day of the month
of such Payment Date on the Class [C] Notes at the Class [C] Rate on the
Outstanding Amount of the Class [C] Notes on the preceding Payment Date (after
giving effect to all payments of principal on such preceding Payment Date).
For all purposes of this Agreement and the other Basic Documents, interest
with respect to the Class [C] Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

      "Class [C] Noteholder" shall mean the Person in whose name a Class [C]
Note is registered in the Note Register.




                                      10
<PAGE>

      "Class [C] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [C] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [C] Noteholders' Interest
Carryover Shortfall for such Payment Date.

      "Class [C] Notes" shall mean the $[      ] aggregate initial principal
amount Class [C] [      ]% Asset Backed Notes issued by the Trust pursuant to
the Indenture, substantially in the form of Exhibit C to the Indenture.

      "Class [C] Principal Payment Amount" shall mean, with respect to any
Payment Date, an amount equal to (a) the sum of (i) the Outstanding Amount of
the Class [A] Notes (after taking into account distribution of the Class [A]
Principal Payment Amount on such Payment Date), (ii) the Outstanding Amount of
the Class [B] Notes (after taking into account distribution of the Class [B]
Principal Payment Amount on such Payment Date) and (iii) the Outstanding
Amount of the Class [C] Notes immediately prior to such Payment Date minus (b)
the lesser of (i) [      ]% of the Pool Balance for such Payment Date and (ii)
an amount equal to (A) the Pool Balance for such Payment Date minus (B) the
Target Overcollateralization Level for such Payment Date; provided, however,
that, on the Class [C] Final Scheduled Payment Date, the Class [C] Principal
Payment Amount shall not be less than the amount that is necessary to pay the
Class [C] Notes in full; and provided, further, that the Class [C] Principal
Payment Amount on any Payment Date shall not exceed the Outstanding Amount of
the Class [C] Notes on that Payment Date.

      "Class [C] Rate" shall mean [      ]% per annum.

      ["Class [D] Certificateholder" shall mean the Person in whose name a
Class [D] Certificate is registered in the Certificate Register.]

      ["Class [D] Certificateholders' Interest Carryover Shortfall" shall
mean, with respect to any Payment Date, the excess of the Accrued Class [D]
Certificate Interest for the preceding Payment Date over the amount in respect
of interest that is actually paid to Class [D] Certificateholders on such
preceding Payment Date, plus thirty (30) days of interest on such excess, to
the extent permitted by law, at the Class [D] Rate.]

      ["Class [D] Certificateholders' Monthly Accrued Interest" shall mean,
with respect to any Payment Date, the aggregate interest accrued for the
related Interest Period on the Class [D] Certificates at the Class [D] Rate in
accordance with its terms on the Certificate Balance on the immediately
preceding Payment Date or the Closing Date, as the case may be, after giving
effect to all distributions allocable to the reduction of the Certificate
Balance made on or prior to such preceding Payment Date.]

      ["Class [D] Certificates" shall mean the $[                   ]
aggregate initial principal balance Class [D] [        ]% Asset Backed
Certificates evidencing the beneficial interest of a Class [D]
Certificateholder in the property of the Trust, substantially in the form of
Exhibit A to the Trust Agreement; provided, however, that the Owner Trust
Estate has been pledged to the Indenture Trustee to secure payment of the
Notes and that the rights of the Class [D] Certificateholders to receive
distributions on the Class [D] Certificates are subordinated to the rights of
the Noteholders as described in the Servicing Agreement, the Indenture and the
Trust Agreement.]



                                      11
<PAGE>


      "Class [D] Final Scheduled Payment Date" shall mean the
[                          ] Payment Date.

      "Class [D] Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the amount, if any, by which the sum of the Class
[D] Noteholders' Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class [D] Noteholders' Interest Carryover Shortfall on such
preceding Payment Date exceeds the amount in respect of interest for the Class
[D] Notes actually paid to the Noteholders of Class [D] Notes on such
preceding Payment Date, plus interest on the amount of interest due but not
paid to the Class [D] Noteholders on such preceding Payment Date, to the
extent permitted by law, at the Class [D] Rate.

      "Class [D] Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, interest accrued from and including the [ ] day
of the preceding calendar month (or in the case of the first Payment Date,
from and including the Closing Date) to but excluding the [ ] day of the month
of such Payment Date on the Class [D] Notes at the Class [D] Rate on the
Outstanding Amount of the Class [D] Notes on the preceding Payment Date (after
giving effect to all payments of principal on such preceding Payment Date).
For all purposes of this Agreement and the other Basic Documents, interest
with respect to the Class [D] Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

      "Class [D] Noteholder" shall mean the Person in whose name a Class [D]
Note is registered in the Note Register.

      "Class [D] Noteholders' Interest Payable Amount" shall mean, with
respect to any Payment Date, the sum of the Class [D] Noteholders' Monthly
Accrued Interest for such Payment Date and the Class [D] Noteholders' Interest
Carryover Shortfall for such Payment Date.

      "Class [D] Notes" shall mean $[      ] aggregate initial principal
amount Class [D] [      ]% Asset Backed Notes issued by the Trust pursuant to
the Indenture, substantially in the form of Exhibit D to the Indenture.

      "Class [D] Principal Payment Amount" shall mean, with respect to any
Payment Date, an amount (which will not be less than zero) equal to (a) [   ]%
of the Regular Principal Allocation for such Payment Date minus (b) an amount
equal to the sum of (i) the Class [A] Principal Payment Amount for such
Payment Date, (ii) the Class [B] Principal Payment Amount for such Payment
Date and (iii) the Class [C] Principal Payment Amount for such Payment Date;
provided, however, that, on the Class [D] Final Scheduled Payment Date, the
Class [D] Principal Payment Amount shall not be less than the amount that is
necessary to pay the Class [D] Notes in full; and provided, further, that the
Class [D] Principal Payable Amount on any Payment Date shall not exceed the
Outstanding Amount of the Class [D] Notes on that Payment Date.

      "Class [D] Rate" shall mean [      ]% per annum.

      ["Class [E] Certificateholder" shall mean the Person in whose name a
Class [E] Certificate is registered in the Certificate Register.]



                                      12
<PAGE>

      ["Class [E] Certificates" shall mean the Class [E] Asset Backed
Certificates evidencing the beneficial interest of a Class [E]
Certificateholder in the property of the Trust, substantially in the form of
Exhibit B to the Trust Agreement; provided, however, that the Owner Trust
Estate has been pledged to the Indenture Trustee to secure payment of the
Notes and that the rights of the Class [E] Certificateholders to receive
distributions on the Class [E] Certificates are subordinated to the rights of
the Noteholders as described in the Servicing Agreement, the Indenture and the
Trust Agreement.]

      "Clearance System" shall have the meaning specified in Section 2.2 of
the Indenture.

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

      "Clearing Agency Participant" shall mean 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" shall mean [                     ].

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

      "Collateral" shall have the meaning specified in the Granting Clause of
the Indenture.

      "Collection Account" shall mean the account or accounts established and
maintained as such pursuant to Section 4.1 of the Sale and Servicing
Agreement.

      "Collection Period" shall mean, with respect to the first Payment Date,
the period from and including the Cut-off Date to and including [ ] and, with
respect to each subsequent Payment Date, the calendar month preceding the
calendar month in which the Payment Date occurs.

      "Collections" shall mean all amounts collected by the [related]
[Receivables] Servicer (from whatever source) on or with respect to the
Receivables.

      "Commission" shall mean the Securities and Exchange Commission.

      "Controlling Class" shall mean (i) if the Class [A] Notes have not been
paid in full, the Class [A] Notes, (ii) if the Class [A] Notes have been paid
in full and Class [B] Notes remain Outstanding, the Class [B] Notes, (iii) if
the Class [A] Notes and the Class [B] Notes have been paid in full and Class
[C] Notes remain Outstanding, the Class [C] Notes, and (iv) if the Class [A]
Notes, the Class [B] Notes and the Class [C] Notes have been paid in full, the
Class [D] Notes.

      "Corporate Trust Office" shall mean, (i) with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
[            ] or at such other address as the Owner Trustee may designate from
time to time by notice to the Certificateholders and the Depositor, or the
principal corporate trust office of any successor Owner Trustee (the address of




                                      13
<PAGE>

which the successor Owner Trustee will notify the Certificateholders and
the Depositor); and (ii) with respect to the Indenture Trustee, the principal
corporate trust office of the Indenture Trustee located at [               ],
Attention: [      ], or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or
the principal corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders
and the Issuer).

      "Cut-off Date" shall mean [                   ].

      "Data Administration Agreement" shall mean the Data Administration
Agreement dated as of [                     ] among the Servicer, the
Depositor, the Data Administrator and the Indenture Trustee.

      "Data Administrator" shall mean [         ], in its capacity as data
administrator under the Data Administration Agreement, or any successor
thereunder.

      "Dealer" shall mean a dealer who sold a Financed Vehicle and who
originated and sold the related Receivable, directly or indirectly, to [a]
[the] Seller.

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

      "Defaulted Receivable" shall mean a Receivable that the [related]
[Receivables] Servicer determines is unlikely to be paid in full.

      "Definitive Certificates" shall have the meaning specified in Section
3.10 of the Trust Agreement.

      "Definitive Notes" shall have the meaning specified in Section 2.11 of
the Indenture.

      "Deposit Account Agreement" shall mean, individually, any of (i) the
Deposit Account Agreement dated as of [                     ] by and between [
], the Trust, the Servicer and [          ]; (ii) the Deposit Account
Agreement dated as of [                     ] by and between [                ],
the Trust, the Servicer and [          ]; and (iii) the Deposit Account
Agreement dated as of [            ] by and between [         ], the Trust, the
Servicer and [          ]. "Deposit Account Agreements" shall mean,
collectively, the agreements described in clauses (i) through (iii) above.

      "Depositor" shall mean Bear Stearns Asset Backed Funding II Inc., a
Delaware corporation and its successors and permitted assigns.

      "Depository Institution" shall mean [          ] as the depository
institution at which the [Receivables Servicers'] Deposit Accounts are
maintained.

      "Determination Date" shall mean, with respect to any Collection Period,
the Business Day immediately preceding the Payment Date following such
Collection Period.



                                      14
<PAGE>

      "Eligible Deposit Account" shall mean either (i) a segregated account
with an Eligible Institution or (ii) a segregated trust account with the
corporate trust department of a depository institution organized under the
laws of the U.S. or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution have a credit rating from each
Rating Agency in one of its generic rating categories which signifies
investment grade.

      "Eligible Institution" shall mean either (i) the corporate trust
department of the Indenture Trustee or the related Trustee, as applicable;
(ii) a depository institution organized under the laws of the U.S. or any one
of the states thereof or the District of Columbia (or any domestic branch of a
foreign bank), (1) which has either (A) a long-term unsecured debt rating of
at least "AA-" by Standard & Poor's and "Baa3" by Moody's or (B) a short-term
unsecured debt rating or certificate of deposit rating of "A-1+" by Standard &
Poor' and "P-1" by Moody's and (2) whose deposits are insured by the Federal
Deposit Insurance Corporation or (iii) any depository institution or trust
company in respect of which the Rating Agency Condition is satisfied.

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

      "Event of Default" shall have the meaning specified in Section 5.1 of
the Indenture.

      "Event of Servicing Termination" shall mean an event specified in
Section 7.1 of the Sale and Servicing Agreement.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      "Exchange Date" shall mean [    ].

      "Executive Officer" shall mean, 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.

      "Final Scheduled Payment Date" shall mean, with respect to (i) the Class
[A-1] Notes, the Class [A-1] Final Scheduled Payment Date, (ii) the Class
[A-2] Notes, the Class [A-2] Final Scheduled Payment Date, (iii) the Class
[A-3] Notes, the Class [A-3] Final Scheduled Payment Date, (iv) the Class
[A-4] Notes, the Class [A-4] Final Scheduled Payment Date, (v) the Class [B]
Notes, the Class [B] Final Scheduled Payment Date, (vi) the Class [C] Notes,
the Class [C] Final Scheduled Payment Date, and (vii) the Class [D]
Certificates, the Class [D] Final Scheduled Payment Date.

      "Financed Vehicle" shall mean a new or used automobile or light-duty
truck, together with all accessions thereto, securing an Obligor's
indebtedness under the respective Receivable.

      "First Allocation of Principal" shall mean, with respect to any Payment
Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class
[A] Notes (as of the day immediately preceding such Payment Date) over (y) the
Pool Balance for such Payment Date.



                                      15
<PAGE>

      "Global Note" shall have the meaning specified in Section 2.2 of the
Indenture.

      "Grant" shall mean to mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and to grant a
lien upon and a security interest in and right of set-off against, and to
deposit, set over and confirm pursuant to the 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 monies 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.

      "Indenture" shall mean the Indenture, dated as of [          ], by and
between the Trust and the Indenture Trustee.

      "Indenture Trustee" shall mean [                  ],  a [              ],
not in its individual capacity but solely as Indenture Trustee under the
Indenture, or any successor Indenture Trustee under the Indenture.

      "Indenture Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.

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

      "Independent Certificate" shall mean 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 11.1 of the
Indenture, 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 the Indenture and that the signer
is Independent within the meaning thereof.

      "Insolvency Event" shall mean, with respect to any Person, (i) the
making of a general assignment for the benefit of creditors, (ii) the filing
of a voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or
insolvent, or having had entered against such Person an order for relief in
any bankruptcy or insolvency proceeding, (iv) the filing by such Person of a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation,




                                      16
<PAGE>

dissolution or similar relief under any statute, law or regulation, (v) the
filing by such Person of an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against such Person in
any proceeding specified in (vii) below, (vi) seeking, consent to or
acquiescing in the appointment of a trustee, receiver or liquidator of such
Person or of all or any substantial part of the assets of such Person or (vii)
the failure to obtain dismissal within 60 days of the commencement of any
proceeding against such Person seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
any statute, law or regulation, or the entry of any order appointing a
trustee, liquidator or receiver of such Person or of such Person's assets or
any substantial portion thereof.

      "Interest Period" shall mean, with respect to any Payment Date (i) with
respect to the Class [A-1] Notes and the Class [ ] Certificates, from and
including the Closing Date (in the case of the first Payment Date) or from and
including the most recent Payment Date on which interest has been paid to but
excluding the following Payment Date and (ii) with respect to the Class [A-2]
Notes, Class [A-3] Notes, Class [A-4] Notes, Class [B] Notes, Class [C] Notes,
Class [D] Notes and the Class [ ] Certificates, from and including the Closing
Date (in the case of the first Payment Date) or from and including the [ ] day
of the calendar month preceding each Payment Date to but excluding the [ ] day
of the calendar month of such Payment Date. Interest with respect to the Class
[A-1] Notes and the Class [ ] Certificates will be computed on the basis of
the actual number of days in the related Interest Period. Interest with
respect to the Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3]
Notes, the Class [A-4] Notes, the Class [B] Notes, the Class [C] Notes, the
Class [D] Notes and the Class [ ] Certificates will be computed on the basis
of a 360-day year consisting of twelve 30-day months.

      "Investor Report" shall mean the Report prepared by the Servicer
pursuant to Section 3.8 of the Sale and Servicing Agreement containing, among
other things, the information set forth in Section 4.7 of the Sale and
Servicing Agreement.

      "IRS" shall mean the Internal Revenue Service.

      "Issuer" shall mean the Trust unless a successor replaces it and,
thereafter, shall mean the successor.

      "Issuer Order" and "Issuer Request" shall 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.

      "Lien" shall mean a security interest, lien, charge, pledge, equity, or
encumbrance of any kind other than, in respect of a Receivable, tax liens,
mechanics' liens, and any liens which attach to the respective Receivable by
operation of law.

      "Liquidated Receivable" shall mean a Receivable with respect to which
the earliest of the following shall have occurred: (i) the related Financed
Vehicle has been repossessed and liquidated, (ii) the Servicer (or the
[related] [Receivables] Servicer) has determined in accordance with its (or
the [related] [Receivables] Servicer's) collection policies that all amounts
that it expects to receive with respect to the Receivable have been received
or (iii) the end of the Collection Period in which the Receivable becomes 180
days or more past due.




                                      17
<PAGE>

      "Liquidation Proceeds" shall mean with respect to any Receivable (a)
insurance proceeds received by the [related] [Receivables] Servicer and (b)
monies collected by the [related] [Receivables] Servicer from whatever source,
including but not limited to proceeds of Financed Vehicles after repossession,
on a Defaulted Receivable, net of any payments required by law to be remitted
to the Obligor.

      "Memorandum" shall mean the Private Placement Memorandum dated [     ],
relating to the Class [D] Notes.

      "Minimum Required APR" shall mean a rate per annum equal to [      ]%.

      "Monthly Data File" shall mean (i) with respect to the [       ]
Receivables, the monthly data tape delivered under in the [        ] Servicing
Agreement, (ii) with respect to the [       ] Receivables, the Monthly Data
File as defined in the [       ] Servicing Agreement and (iii) with respect to
the [       ] Receivables, the Monthly Data File as defined in the [       ]
Servicing Agreement.

      "Monthly Receivables Tape" shall mean a computer tape or disk containing
the information about the Receivables necessary to prepare the written
statements to be furnished by the Owner Trustee to the Certificateholders
pursuant to Section [ ] of the Sale and Servicing Agreement and by the
Indenture Trustee to the Noteholders pursuant to Section [ ] of the Sale and
Servicing Agreement.

      "Monthly Remittance Condition" shall mean, with respect to the Servicer
or the [related] [Receivables] Servicer either (a) a [Receivables] Servicer
obtains a short-term rating from Standard & Poor's and Moody's of A-1 and P-1,
respectively, or (b) a [Receivables] Servicer, as applicable, provides the
Indenture Trustee with a letter from each Rating Agency to the effect that the
current ratings assigned to the Securities by such Rating Agency will not be
adversely affected by the remittance of Collections on a monthly, rather than
a daily, basis.

      "Moody's" shall mean Moody's Investors Service, Inc. or its successor in
interest.

      "Note Depositary Agreement" shall mean collectively (i) the Letter of
Representations, dated as of [       ] by and among the Issuer, the Indenture
Trustee, as agent and The Depository Trust Company regarding the Offered Notes
and [(ii) the Letter of Representations, dated as of [       ] by and among
the Issuer, the [Indenture] Trustee, as agent and The Depository Trust Company
regarding the Class [D] Certificates].

      "Note Depository" shall mean The Depository Trust Company or any
successor depository.

      "Noteholder" or "holder of a Note" shall mean the Person in whose name a
Note is registered on the Note Register.

      "Note Interest Rate" shall mean the Class [A-1] Rate, the Class [A-2]
Rate, the Class [A-3] Rate, the Class [A-4] Rate, the Class [B] Rate, the
Class [C] Rate or the Class [D] Rate, as applicable.



                                      18
<PAGE>

      "Note Owner" shall mean, with respect to any 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 Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).

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

      "Note Pool Factor" shall mean, with respect to each Class of Notes as of
the close of business on the last day of a Collection Period, a nine-digit
decimal figure equal to the outstanding principal balance of such Class of
Notes (after giving effect to any reductions thereof to be made on the
immediately following Payment Date) divided by the original outstanding
principal balance of such Class of Notes. The Note Pool Factor will be
1.000000000 as of the Closing Date; thereafter, the Note Pool Factor will
decline to reflect reductions in the outstanding principal amount of such
Class of Notes.

      "Note Register" and "Note Registrar" shall have the respective meanings
specified in Section 2.5 of the Indenture.

      "Notes" shall mean the Class [A-1] Notes, the Class [A-2] Notes, the
Class [A-3] Notes, the Class [A-4] Notes, the Class [B] Notes, the Class [C]
Notes and the Class [D] Notes, collectively.

      "Obligor" on a Receivable shall mean the purchaser or co-purchasers of
the Financed Vehicle or any other Person who owes payments under the
Receivable.

      "Offered Notes" shall mean, collectively, the Class [A] Notes, the Class
[B] Notes, and the Class [C] Notes.

      "Officer's Certificate" shall mean (i) with respect to the Trust, a
certificate signed by any two Authorized Officers of the Trust and (ii) with
respect to the Depositor or [a] [the] Servicer, a certificate signed by the
chairman of the board, the president, any executive or senior vice president,
any vice president, the treasurer or the controller of the Depositor or [a]
[the] Servicer, as applicable.

      "Opinion of Counsel" shall mean a written opinion of counsel which
counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or the
Rating Agencies, as applicable.

      "Optional Purchase Percentage" shall mean [      ]%.

      "Original Pool Balance" shall mean an amount equal to the aggregate
Adjusted Principal Balance, as of the Cutoff Date, of the Receivables, which
shall be $[             ].




                                      19
<PAGE>

      ["Outstanding" shall mean with respect to the Securities, as of the date
of determination, all Securities theretofore authenticated and delivered under
the Indenture or the Trust Agreement, as applicable, except:

                  (a) Securities theretofore (i) cancelled by the Note
            Registrar or the Certificate Registrar, as applicable, or (ii)
            delivered to the Note Registrar or the Certificate Registrar, as
            applicable, for cancellation;

                  (b) Securities or portions thereof the payment for which
            money in the necessary amount has been theretofore deposited with
            (i) in the case of the Notes, the Indenture Trustee or any Note
            Paying Agent in trust for the Noteholders of such Notes (provided,
            however, that if such Notes are to be prepaid, notice of such
            prepayment has been duly given pursuant to the Indenture or
            provision for such notice has been made, satisfactory to the
            Indenture Trustee) or (ii) in the case of the Certificates, the
            Owner Trustee or any Certificate Paying Agent in trust for the
            Certificateholders of such Certificates (provided, however, that
            if such Certificates are to be prepaid, notice of such prepayment
            has been duly given pursuant to the Trust Agreement or provision
            for such notice has been made, satisfactory to the Owner Trustee);
            and

                  (c) Securities in exchange for or in lieu of which other
            Securities have been authenticated and delivered pursuant to the
            Indenture or the Trust Agreement, as applicable, unless proof
            satisfactory to the Note Registrar or Owner Trustee, as
            applicable, is presented that any such Securities are held by a
            bona fide purchaser;

provided, that in determining whether the holders of Notes or Certificates
evidencing the requisite Outstanding Amount of the Notes Outstanding or
Certificates Outstanding have given any request, demand, authorization,
direction, notice, consent, or waiver under any Basic Document, Securities
owned by the Issuer, any other obligor upon the Securities, the Depositor, the
Seller, [any] [the] Servicer 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 or the Owner Trustee, as applicable,
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent, or waiver, only (i) Notes that a Responsible
Officer of the Indenture Trustee knows to be so owned and (ii) Certificates
that a Responsible Officer of the Owner Trustee knows to be so owned, shall be
so disregarded; provided, however, if the Issuer, any other obligor upon the
Securities, the Depositor, the Seller, [any] [the] Servicer or any Affiliate
of any of the foregoing Persons owns an entire Class of Securities, such
Securities shall be deemed to be Outstanding. Notes owned by the Issuer, any
other obligor upon the Notes, the Depositor, the Seller, [any] [the] Servicer
or any Affiliate of any of the foregoing Persons 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 Depositor, the Seller, [any] [the] Servicer or any
Affiliate of any of the foregoing Persons. Certificates owned by the Issuer,
any other obligor upon the Certificates, the Seller, [any] [the] Servicer or
any Affiliate of any of the foregoing Persons that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Owner




                                      20
<PAGE>

Trustee the pledgee's right so to act with respect to such Certificates and
that the pledgee is not the Issuer, any other obligor upon the Certificates,
the Depositor, the Seller, [any] [the] Servicer or any Affiliate of any of the
foregoing Persons.]

      "Outstanding Amount" shall mean, as of any date of determination and as
to any Notes, the aggregate principal amount of such Notes Outstanding or
Certificates Outstanding, as the case may be, as of such date of
determination.

      "Owner Trustee" shall mean [                    ], a [               ],
not in its individual capacity but solely as Owner Trustee under the Trust
Agreement, or any successor Owner Trustee under the Trust Agreement.

      "Owner Trust Estate" shall mean all right, title and interest of the
Trust in, to and under the property and rights assigned to the Trust pursuant
to Article II of the Sale and Servicing Agreement.

      "Participant" shall mean a participant in or member of the Note
Depository.

      "Payment Date" shall mean the [           ] ([          ]) day of each
calendar month or, if such day is not a Business Day, the next succeeding
Business Day.

      "Percentage Interest" shall mean, with respect to a [Class [E]]
Certificate, the individual percentage interest of such [Class [E]]
Certificate, which shall be specified on the face thereof, in the
distributions on the [Class [E]] Certificates. The sum of the Percentage
Interests for all [Class [E]] Certificates shall be 100%.

      "Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form with maturities not exceeding the
Business Day preceding the next Payment Date which evidence:

                  (a) direct non-callable obligations of, and obligations
            fully guaranteed as to timely payment by, the United States of
            America;

                  (b) demand deposits, time deposits or certificates of
            deposit of any depository institution or trust company
            incorporated under the laws of the United States of America or any
            state thereof (or any domestic branch of a foreign bank) and
            subject to supervision and examination by federal or State banking
            or depository institution authorities; provided, however, that at
            the time of the investment or contractual commitment to invest
            therein, the commercial paper or other short-term unsecured debt
            obligations (other than such obligations the rating of which is
            based on the credit of a Person other than such depository
            institution or trust company) thereof shall have a credit rating
            from each of the Rating Agencies in the highest investment
            category granted thereby;

                  (c) commercial paper having, at the time of the investment
            or contractual commitment to invest therein, a rating from each of
            the Rating Agencies in the highest investment category granted
            thereby;




                                      21
<PAGE>

                  (d) investments in money market funds having a rating from
            each of the Rating Agencies in the highest investment category
            granted thereby (including funds for which the Indenture Trustee
            or the Owner Trustee or any of their respective Affiliates is
            investment manager or advisor);

                  (e) bankers' acceptances issued by any depository
            institution or trust company referred to in clause (b) above;

                  (f) repurchase obligations with respect to any security that
            is a direct non-callable obligation of, or fully guaranteed by,
            the United States of America or any agency or instrumentality
            thereof the obligations of which are backed by the full faith and
            credit of the United States of America, in either case entered
            into with a depository institution or trust company (acting as
            principal) described in clause (b); and

                  (g) any other investment with respect to which the Rating
            Agency condition is satisfied.

      "Person" shall mean any individual, corporation, estate, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.

      "Plan" shall mean an employee benefit plan (as defined in section 3(3)
of ERISA) that is subject to Title I of ERISA, a plan (as defined in section
4975(e)(1) of the Code) and any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity or otherwise.

      "Pool Balance" shall mean, with respect to any Payment Date, an amount
equal to the aggregate Adjusted Principal Balance of the Receivables at the
end of the related Collection Period, after giving effect to all payments of
principal received from Obligors and Purchase Amounts to be remitted for the
related Collection Period.

      "Pool Factor" as of the last day of a Collection Period shall mean a
nine-digit decimal figure equal to the Pool Balance at that time divided by
the Original Pool Balance.

      "Predecessor Note" shall mean, 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 purposes of this definition, any
Note authenticated and delivered under Section 2.6 of the Indenture 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.

      "Prepayment Date" shall mean [(i) with respect to a prepayment of the
Certificates pursuant to Section [ ] of the Trust Agreement or a distribution
to Certificateholders pursuant to Section [ ] of the Trust Agreement, the
Payment Date specified by the Owner Trustee pursuant to said Section [ ] or [
], as applicable, and (ii)] with respect to a prepayment of the Notes pursuant
to Section 10.1 of the Indenture, the Payment Date specified by the Servicer
or the Issuer pursuant to Section 10.1 of the Indenture.




                                      22
<PAGE>

      "Prepayment Price" shall mean [(i) in the case of the Certificates, an
amount equal to the Certificate Balance plus accrued and unpaid interest
thereon at the applicable Class [D] Rate plus interest on any overdue interest
at the applicable Class [D] Rate (to the extent lawful) to but excluding the
Prepayment Date and (ii)] in the case of a Class of Notes to be prepaid, an
amount equal to the unpaid principal amount of such Class of Notes plus
accrued and unpaid interest thereon at the applicable Note Interest Rate plus
interest on any overdue interest at the applicable Note Interest Rate (to the
extent lawful) to but excluding the Prepayment Date.

      "Principal Balance" shall mean, with respect to any Receivable, as of
the related date of determination, the Amount Financed minus an amount equal
to, as of the close of business on the last day of the related Collection
Period, that portion of all amounts received on or prior to such day with
respect to such Receivable and allocable to principal.

      "Principal Distribution Account" shall mean the administrative
sub-account of the Collection Account established and maintained as such
pursuant to Section 4.1 of the Sale and Servicing Agreement.

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

      "Prospectus" shall have the meaning specified in the Underwriting
Agreement.

      "Prospectus Supplement" shall have the meaning specified in the
Underwriting Agreement.

      "Purchase Amount" with respect to a Purchased Receivable shall mean the
amount required to pay such Purchased Receivable in full.

      "Purchased Receivable" shall mean a Receivable purchased as of the close
of business on the last day of the respective Collection Period by the
[related] [Receivables] Servicer pursuant to Section 3.6 of the Sale and
Servicing Agreement or by the Depositor pursuant to Section 2.3 of the Sale
and Servicing Agreement.

      "Qualified Institutional Buyer" shall mean a qualified institutional
buyer within the meaning of Rule 144A under the Securities Act.

      "Rating Agency" shall mean each of the nationally recognized statistical
rating organizations designated by the Depositor to provide a rating on the
Securities which is then rating such Securities. If no such organization or
successor is any longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
Indenture Trustee, the Owner Trustee and the Servicer.

      "Rating Agency Condition" shall mean, with respect to any action, that
each of the Rating Agencies shall have notified the Servicer, the Depositor,
the Owner Trustee and the Indenture Trustee in writing that such action will
not result in a reduction or withdrawal of the then current rating of any of
the Securities.




                                      23
<PAGE>

      "Receivables" shall mean the motor vehicle retail installment sales
contract listed on Schedule A to the Sale and Servicing Agreement and all
proceeds thereof and payments thereunder.

      "Receivable Files" shall mean the documents specified in Section 2.4 of
the Sale and Servicing Agreement.

      "Receivables Purchase Agreements" shall mean, collectively, the (i)
Receivables Purchase Agreement, dated as of [       ], by and between [      ],
as seller, and the Depositor, as purchaser, (ii) Purchase and Sale Agreement,
dated as of [       ], by and between [       ], as seller, and the Depositor,
as purchaser and (iii) Purchase and Sale Agreement, dated as of [ ], by and
between [       ], as seller, and the Depositor, as purchaser.

      "Receivables Servicer" shall mean (i) [       ] with respect to the [ ]
Receivables, (ii) [       ] with respect to the [       ] Receivables and
(iii) [       ] with respect to the [       ] Receivables.

      "Receivables Servicer Servicing Fee" shall mean, with respect to a
Collection Period and a Receivables Servicer, the fee payable to such
Receivables Servicer for services rendered during such Collection Period,
which shall equal one-twelfth of the Receivables Servicing Fee Rate multiplied
by the aggregate Principal Balance of those Receivables serviced by such
Receivables Servicer as of the first day of such Collection Period.

      "Receivables Servicing Agreement" shall mean the [       ] Servicing
Agreement, the [       ] Servicing Agreement or the [       ] Servicing
Agreement.

      "Receivables Servicing Fee Rate" shall mean [         ]%.

      "Record Date" shall mean, with respect to any Payment Date or Prepayment
Date and any Book-Entry Security, the close of business on the day prior to
such Payment Date or Prepayment Date or, with respect to any Definitive Note
or Definitive Certificate, the last day of the month preceding the month in
which such Payment Date or Prepayment Date occurs.

      "Recoveries" shall mean, with respect to any Collection Period, all
amounts received by the [related] [Receivables] Servicer with respect to any
Defaulted Receivable during any Collection Period following the Collection
Period in which such Receivable became a Defaulted Receivable, net of any
fees, costs and expenses incurred by the [related] [Receivables] Servicer and
the Servicer in connection with the collection of such Receivable and any
payments required by law to be remitted to the Obligor.

      "Registered Noteholder" shall mean the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

      "Registration Statement" shall mean Registration Statement No.
333-107577 filed by the Depositor with the Commission in the form in which it
became effective on [       ].

      "Regular Principal Allocation" shall mean, with respect to any Payment
Date, the excess, if any, of the aggregate Outstanding Amount of the Notes as
of the day immediately preceding such Payment Date over (a) the Pool Balance
at the end of the related Collection Period minus




                                      24
<PAGE>

(b) the Target Overcollateralization Level for such Payment Date; provided
that the Regular Principal Allocation shall not exceed the aggregate
Outstanding Amount of the Notes; provided further that the Regular Principal
Allocation on or after the Final Scheduled Payment Date of any Class shall not
be less than the amount that is necessary to reduce the Outstanding Amount of
such Class to zero.

      "Regulation S" shall mean Regulation S under the Securities Act.

      "Regulation S Global Note" shall have the meaning specified in Section
2.2 of the Indenture.

      "Related Agreements" shall have the meaning specified in the recitals to
the Administration Agreement.

      ["Representative" shall mean Bear, Stearns & Co. Inc., as representative
of the several Underwriters.]

      "Repurchase Event" shall have the meaning specified in Section 7.02 of
the Receivables Purchase Agreement.

      ["Reserve Account" shall mean the account established and maintained as
such pursuant to Section [         ] of the Sale and Servicing Agreement.]

      ["Reserve Account Property" shall have the meaning specified in Section
[       ] of the Sale and Servicing Agreement.]

      ["Reserve Account Excess Amount" shall mean, with respect to any Payment
Date, an amount equal to the excess, if any, of (i) the amount of cash or
other immediately available funds in the Reserve Account on such Payment Date
(prior to giving effect to any withdrawals therefrom relating to such Payment
Date) over (ii) the Specified Reserve Balance with respect to such Payment
Date.]

      ["Reserve Initial Deposit" shall mean, $[                      ].]

      "Rule 144A Global Note" shall have the meaning specified in Section 2.2
of the Indenture.

      "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [       ], by and between the Trust, the Depositor, as
seller, and [       ], as servicer.

      "Scheduled Payment" shall mean, for any Receivable, the scheduled
monthly payment amount indicated in such Receivable as required to be paid by
the Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section 3.2 of the Sale and Servicing Agreement or any
rescheduling in any insolvency or similar proceedings).

      "Schedule of Receivables" shall mean the list of Receivables attached as
Schedule A to the Sale and Servicing Agreement and the Indenture (which
Schedules may be in the form of microfiche, disk or other means acceptable to
the Trustee).




                                      25
<PAGE>

      "Second Allocation of Principal" shall mean, with respect to any Payment
Date, an amount equal to (i) the excess, if any, of (x) the aggregate
Outstanding Amount of the Class [A] Notes and the Class [B] Notes (as of the
day immediately preceding such Payment Date) over (y) the Pool Balance for
such Payment Date minus (ii) any amount deposited into the Principal
Distribution Amount as part of the First Allocation of Principal for such
Payment Date.

      "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

      "Securities" shall mean the Notes and the Certificates, collectively.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Seller" shall mean [ ______________ ], [ ______________] and [         ]
as a seller of a portion of the Receivables under the applicable Receivables
Purchase Agreement and each successor thereto.

      "Servicer" shall mean [           ] as the servicer of the Receivables
under the Sale and Servicing Agreement, and each successor thereto (in the
same capacity) pursuant to Section 7.1 of the Sale and Servicing Agreement.

      "Servicing Fee" shall mean, with respect to a Collection Period, the fee
payable to the Servicer for services rendered during such Collection Period,
which shall be equal to one-twelfth of the applicable Servicing Fee Rate
multiplied by the aggregate Principal Balance of the Receivables as of the
first day of the Collection Period.

      "Servicing Fee Rate" shall mean [          ]% per annum.

      "Simple Interest Method" shall mean the method of allocating a fixed
level payment to principal and interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the amount accrued from the
date of the preceding payment to the date of the current payment.

      ["Specified Reserve Balance" shall mean for a Payment Date $[          ].
The Specified Reserve Balance may be reduced to a lesser amount as determined
by the Depositor, if each of Moody's and Standard & Poor's shall have
confirmed in writing to the Indenture Trustee that such action will not result
in a withdrawal or reduction in any of its ratings of the Securities.]

      "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. or its successor in interest.

      "State" shall mean any state or commonwealth of the United States of
America, or the District of Columbia.

      "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.

      "Successor Servicer" shall mean an institution appointed as successor
Servicer pursuant to Section 7.1 of the Sale and Servicing Agreement.




                                      26
<PAGE>

      "Target Overcollateralization Level" shall mean, as of any Payment Date,
the amount equal to the greater of (x) [      ]% of the Pool Balance and (y)
$[           ].

      "Temporary Regulation S Global Note" shall have the meaning specified in
Section 2.2 of the Indenture.

      "Third Allocation of Principal" shall mean, with respect to any Payment
Date, an amount equal to (i) the excess, if any, of (x) the aggregate
Outstanding Amount of the Class [A] Notes, the Class [B] Notes and the Class
[C] Notes (as of the day immediately preceding such Payment Date) over (y) the
Pool Balance for such Payment Date minus (ii) any amount deposited into the
Principal Distribution Account as part of the First Allocation of Principal or
the Second Allocation of Principal for such Payment Date.

      "Transfer Date" shall mean the Closing Date.

      "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

      "Trust" shall mean Whole Auto Loan Trust [       ], a Delaware statutory
trust governed by the Trust Agreement.

      "Trust Accounts" shall mean the accounts specified in Section 4.1 of the
Sale and Servicing Agreement.

      "Trust Agreement" shall mean the Amended and Restated Trust Agreement of
the Trust dated as of [       ] by and among the Depositor and the Owner
Trustee, as amended and/or restated from time to time.

      "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of
1939, as amended, unless otherwise specifically provided.

      "Trustee Officer" shall mean, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee with direct
responsibility for the administration of the Indenture and the other Basic
Documents on behalf of the Indenture Trustee 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
and, with respect to the Owner Trustee, any officer within the Corporate Trust
Office of the Owner Trustee with direct responsibility for the administration
of the Trust Agreement and the other Basic Documents on behalf of the Owner
Trustee.

      "Trust Property" shall mean, collectively, (i) the Receivables; (ii)
monies received thereunder on or after the Cut-off Date; (iii) the security
interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in the Financed Vehicles;
(iv) rights to receive proceeds with respect to the Receivables from claims on
any theft, physical damage, credit life, credit disability, or other insurance
policies covering Financed Vehicles or Obligors; (v) all of the Seller's
rights to the Receivable Files; (vi) the Trust




                                      27
<PAGE>

Accounts and all amounts, securities, investments, investment property and
other property deposited in or credited to any of the foregoing, all security
entitlements relating to the foregoing and all proceeds thereof; (vii)
payments and proceeds with respect to the Receivables held by the Servicer;
(viii) all property (including the right to receive Liquidation Proceeds)
securing a Receivable (other than a Receivable repurchased by the Servicer or
purchased by the Depositor); (ix) rebates of premiums and other amounts
relating to insurance policies and other items financed under the Receivables
in effect as of the Cut-off Date; and (x) all present and future claims,
demands, causes of action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit 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.

      "UCC" shall mean the Uniform Commercial Code as in effect in any
relevant jurisdiction.

      "Underwriters" shall mean the underwriters named in Schedule I to the
Underwriting Agreement.

      "Underwriting Agreement" shall mean the Underwriting Agreement, dated
[            ] between the Depositor and the Representative.

      "Underwritten Securities" shall mean the Class [A] Notes, Class [B]
Notes, Class [C] Notes, [and Class [D] Certificates].

      "U.S. Person" shall have the meaning ascribed to such term in Regulation
S.

      "WALT" [          ] shall mean Whole Auto Loan Trust [       ], a
Delaware statutory trust.

      "WALT [       ] Receivables" shall mean the Receivables listed as WALT
[            ] Receivables, which Receivables were sold by the Depositor to
the Trust.




                                      28