EXHIBIT 4.1



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                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                       Class A-1 1.71% Asset Backed Notes
                   Class A-2 Floating Rate Asset Backed Notes
                   Class A-3 Floating Rate Asset Backed Notes
                       Class A-4 4.16% Asset Backed Notes



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                                    INDENTURE


                          Dated as of January 24, 2002



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                         BANK ONE, NATIONAL ASSOCIATION
                                Indenture Trustee




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                                TABLE OF CONTENTS


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

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

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

      SECTION 2.1     FORM.................................................................................3
      SECTION 2.2     EXECUTION, AUTHENTICATION AND DELIVERY...............................................3
      SECTION 2.3     TEMPORARY NOTES......................................................................4
      SECTION 2.4     REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES.........................4
      SECTION 2.5     MUTILATED, DESTROYED, LOST OR STOLEN NOTES...........................................5
      SECTION 2.6     PERSONS DEEMED NOTEHOLDERS...........................................................6
      SECTION 2.7     PAYMENT OF PRINCIPAL AND INTEREST....................................................6
      SECTION 2.8     CANCELLATION OF NOTES................................................................8
      SECTION 2.9     RELEASE OF COLLATERAL................................................................8
      SECTION 2.10    BOOK-ENTRY NOTES.....................................................................8
      SECTION 2.11    NOTICES TO CLEARING AGENCY...........................................................9
      SECTION 2.12    DEFINITIVE NOTES.....................................................................9
      SECTION 2.13    SELLER AS NOTEHOLDER................................................................10
      SECTION 2.14    TAX TREATMENT.......................................................................10
      SECTION 2.15    SPECIAL TERMS APPLICABLE TO THE PRIVATE NOTES.......................................10

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

      SECTION 3.1     PAYMENT OF PRINCIPAL AND INTEREST...................................................11
      SECTION 3.2     MAINTENANCE OF AGENCY OFFICE........................................................11
      SECTION 3.3     MONEY FOR PAYMENTS TO BE HELD IN TRUST..............................................11
      SECTION 3.4     EXISTENCE...........................................................................12
      SECTION 3.5     PROTECTION OF TRUST ESTATE; ACKNOWLEDGMENT OF PLEDGE................................13
      SECTION 3.6     OPINIONS AS TO TRUST ESTATE.........................................................14
      SECTION 3.7     PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES................................14
      SECTION 3.8     NEGATIVE COVENANTS..................................................................15
      SECTION 3.9     ANNUAL STATEMENT AS TO COMPLIANCE...................................................16
      SECTION 3.10    CONSOLIDATION, MERGER, ETC., OF ISSUER; DISPOSITION OF TRUST ASSETS.................16
      SECTION 3.11    SUCCESSOR OR TRANSFEREE.............................................................18
      SECTION 3.12    NO OTHER BUSINESS...................................................................18
      SECTION 3.13    NO BORROWING........................................................................18
      SECTION 3.14    GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES...................................18
      SECTION 3.15    SERVICER'S OBLIGATIONS..............................................................19
      SECTION 3.16    CAPITAL EXPENDITURES................................................................19
      SECTION 3.17    REMOVAL OF ADMINISTRATOR............................................................19
      SECTION 3.18    RESTRICTED PAYMENTS.................................................................19
      SECTION 3.19    NOTICE OF EVENTS OF DEFAULT.........................................................19
      SECTION 3.20    FURTHER INSTRUMENTS AND ACTS........................................................19
      SECTION 3.21    INDENTURE TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES
                      AND WARRANTY RECEIVABLES............................................................19
      SECTION 3.22    REPRESENTATIONS AND WARRANTIES BY THE ISSUER TO THE INDENTURE TRUSTEE...............20

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

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

ARTICLE V DEFAULT AND REMEDIES............................................................................22

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      SECTION 5.1     EVENTS OF DEFAULT...................................................................22
      SECTION 5.2     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..................................24
      SECTION 5.3     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE...........24
      SECTION 5.4     REMEDIES; PRIORITIES................................................................26
      SECTION 5.5     OPTIONAL PRESERVATION OF THE RECEIVABLES............................................27
      SECTION 5.6     LIMITATION OF SUITS.................................................................27
      SECTION 5.7     UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST...............28
      SECTION 5.8     RESTORATION OF RIGHTS AND REMEDIES..................................................28
      SECTION 5.9     RIGHTS AND REMEDIES CUMULATIVE......................................................29
      SECTION 5.10    DELAY OR OMISSION NOT A WAIVER......................................................29
      SECTION 5.11    CONTROL BY NOTEHOLDERS..............................................................29
      SECTION 5.12    WAIVER OF PAST DEFAULTS.............................................................29
      SECTION 5.13    UNDERTAKING FOR COSTS...............................................................30
      SECTION 5.14    WAIVER OF STAY OR EXTENSION LAWS....................................................30
      SECTION 5.15    ACTION ON NOTES.....................................................................30
      SECTION 5.16    PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS..................................31

ARTICLE VI THE INDENTURE TRUSTEE..........................................................................31

      SECTION 6.1     DUTIES OF INDENTURE TRUSTEE.........................................................31
      SECTION 6.2     RIGHTS OF INDENTURE TRUSTEE.........................................................33
      SECTION 6.3     INDENTURE TRUSTEE MAY OWN NOTES.....................................................34
      SECTION 6.4     INDENTURE TRUSTEE'S DISCLAIMER......................................................34
      SECTION 6.5     NOTICE OF DEFAULTS..................................................................34
      SECTION 6.6     REPORTS BY INDENTURE TRUSTEE TO HOLDERS.............................................34
      SECTION 6.7     COMPENSATION; INDEMNITY.............................................................34
      SECTION 6.8     REPLACEMENT OF INDENTURE TRUSTEE....................................................34
      SECTION 6.9     MERGER OR CONSOLIDATION OF INDENTURE TRUSTEE........................................35
      SECTION 6.10    APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE...................36
      SECTION 6.11    ELIGIBILITY; DISQUALIFICATION.......................................................37
      SECTION 6.12    PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER....................................37
      SECTION 6.13    REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE.................................37
      SECTION 6.14    INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES....................38
      SECTION 6.15    SUIT FOR ENFORCEMENT................................................................38
      SECTION 6.16    RIGHTS OF NOTEHOLDERS TO DIRECT INDENTURE TRUSTEE...................................38

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

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

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.........................................................40

      SECTION 8.1     COLLECTION OF MONEY.................................................................40
      SECTION 8.2     DESIGNATED ACCOUNTS; PAYMENTS.......................................................40
      SECTION 8.3     GENERAL PROVISIONS REGARDING ACCOUNTS...............................................42
      SECTION 8.4     RELEASE OF TRUST ESTATE.............................................................42
      SECTION 8.5     OPINION OF COUNSEL..................................................................43

ARTICLE IX SUPPLEMENTAL INDENTURES........................................................................43

      SECTION 9.1     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.>>...........................43
      SECTION 9.2     SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.................................44
      SECTION 9.3     EXECUTION OF SUPPLEMENTAL INDENTURES................................................45
      SECTION 9.4     EFFECT OF SUPPLEMENTAL INDENTURE....................................................46
      SECTION 9.5     CONFORMITY WITH TRUST INDENTURE ACT.................................................46
      SECTION 9.6     REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.......................................46

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ARTICLE X REDEMPTION OF NOTES.............................................................................46

      SECTION 10.1    REDEMPTION..........................................................................46
      SECTION 10.2    FORM OF REDEMPTION NOTICE...........................................................46
      SECTION 10.3    NOTES PAYABLE ON REDEMPTION DATE....................................................47

ARTICLE XI MISCELLANEOUS..................................................................................47

      SECTION 11.1    COMPLIANCE CERTIFICATES AND OPINIONS, ETC...........................................47
      SECTION 11.2    FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE....................................49
      SECTION 11.3    ACTS OF NOTEHOLDERS.................................................................49
      SECTION 11.4    NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING AGENCIES.....................50
      SECTION 11.5    NOTICES TO NOTEHOLDERS; WAIVER......................................................50
      SECTION 11.6    ALTERNATE PAYMENT AND NOTICE PROVISIONS.............................................51
      SECTION 11.7    CONFLICT WITH TRUST INDENTURE ACT...................................................51
      SECTION 11.8    EFFECT OF HEADINGS AND TABLE OF CONTENTS............................................51
      SECTION 11.9    SUCCESSORS AND ASSIGNS..............................................................51
      SECTION 11.10         SEVERABILITY..................................................................51
      SECTION 11.11         BENEFITS OF INDENTURE.........................................................52
      SECTION 11.12         LEGAL HOLIDAYS................................................................52
      SECTION 11.13         GOVERNING LAW.................................................................52
      SECTION 11.14         COUNTERPARTS..................................................................52
      SECTION 11.15         RECORDING OF INDENTURE........................................................52
      SECTION 11.16         NO RECOURSE...................................................................52
      SECTION 11.17         NO PETITION...................................................................53
      SECTION 11.18         INSPECTION....................................................................53
      SECTION 11.19         INDEMNIFICATION BY AND REIMBURSEMENT OF THE SERVICER..........................53


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Exhibit A             -     Location of Schedule of Receivables
Exhibit B             -     Form of Note Depository Agreement
Exhibit C-1           -     Form of Floating Rate Offered Class A Asset Backed Note
Exhibit C-2           -     Form of Fixed Rate Offered Class A Asset Backed Note
Exhibit C-3           -     Form of Class A-1 Note
Exhibit D             -     Rule 144A Certificate


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     INDENTURE,  dated as of January 24, 2002,  between CAPITAL AUTO RECEIVABLES
ASSET TRUST 2002-1,  a Delaware  business  trust (the  "Issuer"),  and BANK ONE,
NATIONAL  ASSOCIATION,  as  trustee  and  not in its  individual  capacity  (the
"Indenture Trustee").

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

                                 GRANTING CLAUSE

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

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

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

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" means the Indenture Trustee.

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


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

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                                   ARTICLE II
                                    THE NOTES

     SECTION 2.1 Form.

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

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

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

     SECTION 2.2 Execution, Authentication and Delivery.

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

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

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

     (d) The Indenture Trustee, in exchange for the Grant of the Receivables and
the  other  components  of the  Trust,  simultaneously  with  the  Grant  to the
Indenture  Trustee of the  Receivables,  and the  constructive  delivery  to the
Indenture  Trustee of the Receivables  Files and the other components and assets
of the Trust, shall cause to be authenticated and delivered to or upon the order
of the  Issuer,  Notes  for  original  issue in  aggregate  principal  amount of
$2,175,374,000,  comprised  of (i) Class A-1  Notes in the  aggregate  principal

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amount of $475,000,000,  (ii) Class A-2 Notes in the aggregate  principal amount
of  $579,000,000,  (iii) Class A-3 Notes in the  aggregate  principal  amount of
$652,000,000  and (iv)  Class A-4  Notes in the  aggregate  principal  amount of
$469,374,000.  The aggregate  principal  amount of all Notes  outstanding at any
time may not exceed $2,175,374,000, except as provided in Section 2.5.

     (e) No Notes shall be entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any  purpose,  unless  there  appears  on such  Note a
certificate  of  authentication  substantially  in the form set forth in Exhibit
C-1,  Exhibit  C-2, or Exhibit  C-3, as  applicable,  executed by the  Indenture
Trustee by the manual  signature  of one of its  Authorized  Officers,  and such
certificate upon any Note shall be conclusive  evidence,  and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

     SECTION 2.3 Temporary Notes.

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

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

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

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

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

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certificate  executed on behalf of the Note  Registrar by an  Executive  Officer
thereof  as to the names and  addresses  of the  Noteholders  and the  principal
amounts and number of such Notes.

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

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

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

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

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

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

     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.If (i) any mutilated
Note is surrendered to the Indenture Trustee,  or the Indenture Trustee receives
evidence to its satisfaction of the destruction,  loss or theft of any Note, and

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

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

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

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

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

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

SECTION 2.7       Payment of Principal and Interest.

                                       6

<page>

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

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

(c) From and after the  occurrence of an Event of Default and a  declaration  in
accordance  with Section 5.2(a) that the Notes have become  immediately  due and
payable,  until such time as all Events of Default  have been cured or waived as
provided in Section 5.2(b),  all principal  payments shall be allocated pro rata
among the Holders of all of the Notes on the basis of the  respective  aggregate
unpaid principal balances of Notes held by such Holders.


                                       7

<page>

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

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

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

     SECTION 2.10  Book-Entry  Notes.  Subject to Section 2.15, the Notes,  upon
original  issuance,  shall be issued in the form of a typewritten  Note or Notes
representing  the  Book-Entry  Notes,  to be delivered to The  Depository  Trust
Company,  as the initial Clearing Agency,  or its custodian,  by or on behalf of
the Issuer.  Such Note or Notes shall be  registered on the Note Register in the
name of the Note  Depository,  and no Note Owner shall receive a Definitive Note
representing  such Note  Owner's  interest  in such Note,  except as provided in
Section  2.12.  Unless and until the  Definitive  Notes have been issued to Note
Owners pursuant to Section 2.12:

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

                                       8

<page>

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

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


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

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

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

     SECTION  2.12  Definitive  Notes.  If (i)  the  Administrator  advises  the
Indenture  Trustee in writing that the Clearing  Agency is no longer  willing or
able to properly discharge its responsibilities with respect to the Notes (other
than the  Private  Notes)  and the  Issuer  is  unable  to  locate  a  qualified
successor; (ii) the Administrator,  at its option, advises the Indenture Trustee
in  writing  that it elects to  terminate  the  book-entry  system  through  the
Clearing  Agency;  or (iii)  after the  occurrence  of an Event of  Default or a
Servicer Default,  Note Owners representing  beneficial interests aggregating at
least a majority of the  Outstanding  Amount of such Notes  advise the  Clearing
Agency in writing  that the  continuation  of a  book-entry  system  through the
Clearing Agency is no longer in the best interests of the Note Owners,  then the
Clearing  Agency shall notify all Note Owners and the  Indenture  Trustee of the
occurrence of any such event and of the availability of Definitive Notes to Note
Owners  requesting  the same.  Upon  surrender to the  Indenture  Trustee of the
typewritten  Note or Notes  representing  the  Book-Entry  Notes by the Clearing
Agency, accompanied by registration  instructions,  the Issuer shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar
or the  Indenture  Trustee  shall be liable  for any delay in  delivery  of such
instructions and may conclusively rely on, and shall be protected in relying on,

                                       9

<page>

such instructions.  Upon the issuance of Definitive Notes, the Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders.

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


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

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

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

                                       10

<page>

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

                                  ARTICLE III
                                    COVENANTS

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

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

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

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

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


                                       11

<page>

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

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

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

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

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

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

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

                                       13

<page>

Trustee  or of any  Paying  Agent,  at the last  address of record for each such
Holder).

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

     SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge.The Issuer
shall from time to time execute and deliver all such  supplements and amendments
hereto and authorize or execute,  as applicable,  and deliver all such financing
statements,  continuation statements, instruments of further assurance and other
instruments, and shall take such other action necessary or advisable to:

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

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

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

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

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

     (b) The  Indenture  Trustee  acknowledges  the  pledge by the Seller to the
Indenture  Trustee  pursuant to Section  4.07(c) of the Trust Sale and Servicing
Agreement  of (i) all of the  Seller's  right,  title and interest in and to the
Reserve  Account  Property in order to provide for the payment to the  Financial
Parties and the  Servicer in  accordance  with  Sections  4.06(c) and (d) of the

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<page>

Trust  Sale and  Servicing  Agreement,  to assure  availability  of the  amounts
maintained in the Reserve  Account for the benefit of the Financial  Parties and
the  Servicer  and  as  security  for  the  performance  by  the  Seller  of its
obligations under the Trust Sale and Servicing Agreement.

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

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

     (b) On or before  August 15 in each  calendar  year,  beginning  August 15,
2003,  the Issuer shall furnish to the  Indenture  Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel,  such action has been taken
with  respect  to the  recording,  filing,  re-recording  and  refiling  of this
Indenture,  any indentures supplemental hereto and any other requisite documents
and with respect to the  authorization,  execution  and filing of any  financing
statements and continuation  statements as is necessary to maintain the lien and
security  interest  created by this  Indenture  and reciting the details of such
action  or  stating  that in the  opinion  of such  counsel  no such  action  is
necessary to maintain the lien and security  interest created by this Indenture.
Such Opinion of Counsel shall also describe the recording,  filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the authorization, execution and filing of any financing
statements  and  continuation  statements  that  will,  in the  opinion  of such
counsel,  be  required  to  maintain  the lien  and  security  interest  of this
Indenture until August 15 in the following calendar year.

     SECTION 3.7 Performance of Obligations; Servicing of Receivables.The Issuer
shall not take any action and shall use its reasonable efforts not to permit any
action to be taken by others  that would  release  any  Person  from any of such
Person's  material  covenants or  obligations  under any instrument or agreement
included  in  the  Trust  Estate  or  that  would   result  in  the   amendment,
hypothecation,  subordination,  termination  or  discharge  of,  or  impair  the
validity  or  effectiveness  of, any such  instrument  or  agreement,  except as
otherwise  expressly  provided in this  Indenture,  the Trust Sale and Servicing
Agreement,  the Pooling and Servicing Agreement, the Administration Agreement or
such other instrument or agreement.

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


                                       14

<page>

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

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

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

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

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

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

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


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<page>

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


     SECTION 3.9 Annual Statement as to Compliance.  The Issuer shall deliver to
the Indenture Trustee on or before August 15 of each year,  beginning August 15,
2003, an Officer's Certificate signed by an Authorized Officer, dated as of June
30 of such year, stating that:


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

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

     SECTION 3.10 Consolidation,  Merger, etc., of Issuer;  Disposition of Trust
Assets.The  Issuer shall not consolidate or merge with or into any other Person,
unless:


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

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

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

                                       16
<page>
          (iv) any action as is  necessary  to  maintain  the lien and  security
     interest created by this Indenture shall have been taken; and

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

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

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

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

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

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

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

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

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

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

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


                                       17

<page>

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

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

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

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

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

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

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

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

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

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

     SECTION 3.14 Guarantees,  Loans, Advances and Other Liabilities.  Except as
contemplated  by this Indenture or the other Basic  Documents,  the Issuer shall
not make any loan or advance or credit to, or guarantee  (directly or indirectly

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<page>

or by  an  instrument  having  the  effect  of  assuring  another's  payment  or
performance on any  obligation or capability of so doing or otherwise),  endorse
or otherwise become contingently liable,  directly or indirectly,  in connection
with the obligations,  stocks or dividends of, or own,  purchase,  repurchase or
acquire  (or agree  contingently  to do so) any  stock,  obligations,  assets or
securities  of, or any other interest in, or make any capital  contribution  to,
any other Person.

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


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

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

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

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

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

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

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

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


                                       19

<page>

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


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

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

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

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


                                       20

<page>

                                   ARTICLE IV

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

     (a) either:

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

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

               (A) have become due and payable,

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

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

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

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


                                       21

<PAGE>

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

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

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

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

                                   ARTICLE V

DEFAULT AND  REMEDIESEvents  of  Default.  For the  purposes of this  Indenture,
"Event of Default" wherever used herein, means any one of the following events:

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

     (b) except as set forth in Section 5.1(c), failure to pay any instalment of
the principal of any Note as and when the same becomes due and payable, and such
default continues  unremedied for a period of thirty (30) days after there shall
have been  given,  by  registered  or  certified  mail,  to the  Servicer by the
Indenture Trustee or to the Servicer and the Indenture Trustee by the Holders of
not less than 25% of the  Outstanding  Amount  of the  Notes,  a written  notice
specifying  such default and demanding that it be remedied and stating that such
notice is a "Notice of Default" hereunder; or

                                       22

<PAGE>

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

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

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

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

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

                                       23

<PAGE>



     SECTION 5.2 Acceleration of Maturity;  Rescission and Annulment.If an Event
of Default should occur and be continuing,  then and in every such case,  unless
the  principal  amount of the Notes shall have  already  become due and payable,
either the Indenture Trustee or the Holders of Notes  representing not less than
a majority of the  Outstanding  Amount of the Notes may declare all the Notes to
be immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by the Noteholders) setting forth the Event or Events
of Default,  and upon any such  declaration the unpaid  principal amount of such
Notes,  together with accrued and unpaid  interest  thereon  through the date of
acceleration, shall become immediately due and payable.

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

     SECTION  5.3  Collection  of  Indebtedness  and  Suits for  Enforcement  by
Indenture  Trustee.The  Issuer  covenants that if an Event of Default occurs and
such Event of Default has not been waived  pursuant to Section 5.12,  the Issuer
shall, upon demand of the Indenture Trustee,  pay to the Indenture Trustee,  for
the ratable  benefit of the  Noteholders  in  accordance  with their  respective
outstanding  principal  amounts,  the whole  amount then due and payable on such
Notes for principal and interest,  with interest upon the overdue principal,  at
the rate borne by the Notes and in addition thereto such further amount as shall
be  sufficient  to cover the costs and  expenses of  collection,  including  the
reasonable compensation,  expenses,  disbursements and advances of the Indenture
Trustee and its agents and counsel.

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

(c) If an Event of Default occurs and is continuing,  the Indenture Trustee may,
as more  particularly  provided in Section  5.4, in its  discretion,  proceed to
protect  and  enforce  its  rights and the  rights of the  Noteholders,  by such

                                       24

<PAGE>

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 applicable law.

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

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

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

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

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

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


                                       25
<PAGE>

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

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

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

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


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

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

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

(iv) sell the Trust Estate or any portion thereof or rights or interest therein,
at one or more  public or  private  sales  called  and  conducted  in any manner
permitted  by law or  elect  to  have  the  Issuer  maintain  possession  of the
Receivables  and continue to apply  collections on such  Receivables as if there
had been no declaration of acceleration;  provided,  however, that the Indenture

                                       26

<PAGE>

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

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


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

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


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

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

                                       27

<PAGE>

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

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

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

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

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

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

     If the Indenture Trustee shall receive conflicting or inconsistent requests
and  indemnity  from two or more groups of Holders of Notes,  each  representing
less than a  majority  of the  Outstanding  Amount of the Notes,  the  Indenture
Trustee in its sole  discretion  may  determine  what action,  if any,  shall be
taken, notwithstanding any other provisions of this Indenture.

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

     SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or
any  Noteholder  has  instituted  any  Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been  discontinued or abandoned for
any reason or has been determined  adversely to the Indenture Trustee or to such
Noteholder,  then and in every such case the Issuer,  the Indenture  Trustee and
the Noteholders  shall,  subject to any  determination  in such  Proceeding,  be

                                       28

<PAGE>

restored  severally  to  their  respective  former  positions   hereunder,   and
thereafter all rights and remedies of the Indenture  Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

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

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

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

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

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

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

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

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

                                       29

<PAGE>

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

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

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

     (a) any Proceeding instituted by the Indenture Trustee;

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

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

     SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead or in any manner  whatsoever,  claim or take the benefit or advantage  of,

                                       30

<PAGE>

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

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

     SECTION 5.16  Performance and  Enforcement of Certain  Obligations.Promptly
following  a  request  from  the   Indenture   Trustee  to  do  so  and  at  the
Administrator's expense, the Issuer agrees to take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Seller and the  Servicer of their  respective  obligations  to the Issuer
under or in  connection  with the Trust  Sale and  Servicing  Agreement  and the
Pooling  and  Servicing  Agreement  or by GMAC of its  obligations  under  or in
connection with the Pooling and Servicing Agreement in accordance with the terms
thereof or by any obligor  under a Third  Party  Instrument  of its  obligations
under or in accordance  with the Third Party  Instrument in accordance  with the
terms  thereof,  and to  exercise  any  and all  rights,  remedies,  powers  and
privileges  lawfully  available  to the Issuer under or in  connection  with the
Trust Sale and Servicing Agreement,  the Pooling and Servicing Agreement and any
Third Party Instrument to the extent and in the manner directed by the Indenture
Trustee,  including  the  transmission  of notices of default on the part of the
Seller, the Servicer,  or any obligor under a Third Party Instrument  thereunder
and the institution of legal or administrative  actions or proceedings to compel
or secure performance by the Seller or the Servicer or any obligor under a Third
Party  Instrument  of their  respective  obligations  under the  Trust  Sale and
Servicing  Agreement,  the Pooling and  Servicing  Agreement and any Third Party
Instrument.

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

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

                                   ARTICLE VI

THE  INDENTURE  TRUSTEEDuties  of Indenture  Trustee.If  an Event of Default has

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<PAGE>
occurred and is continuing,  the Indenture Trustee shall exercise the rights and
powers vested in it by this  Indenture and use the same degree of care and skill
in  their  exercise  as a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of such person's own affairs.

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

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

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

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

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

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

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

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

     (e) Money held in trust by the  Indenture  Trustee  need not be  segregated
from  other  funds  except to the  extent  required  by law or the terms of this
Indenture or the Trust Sale and Servicing Agreement or the Trust Agreement.  (f)
No provision of this Indenture shall require the Indenture  Trustee to expend or
risk its own funds or otherwise incur financial  liability in the performance of
any of its duties  hereunder  or in the exercise of any of its rights or powers,
if it shall have reasonable  grounds to believe that repayments of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
it.

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

     SECTION 6.7  Compensation;  Indemnity.The  Issuer  shall cause the Servicer
pursuant to Section  3.09 of the Pooling and  Servicing  Agreement to pay to the
Indenture  Trustee from time to time reasonable  compensation  for its services.
The  Indenture  Trustee's  compensation  shall  not be  limited  by  any  law on
compensation  of a trustee  of an express  trust.  The  Issuer  shall  cause the
Servicer  pursuant to Section  3.09 of the Pooling and  Servicing  Agreement  to
reimburse  the  Indenture  Trustee  for all  reasonable  out-of-pocket  expenses
incurred  or made by it,  including  costs of  collection,  in  addition  to the
compensation  for its  services.  Such  expenses  shall  include the  reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents,  external counsel,  accountants and experts.  The Issuer shall cause the
Servicer to indemnify the Indenture  Trustee in accordance  with Section 6.01 of
the Trust Sale and Servicing Agreement.

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

     SECTION 6.8 Replacement of Indenture  Trustee.The  Indenture Trustee may at
any time give  notice  of its  intent to  resign  by so  notifying  the  Issuer;
provided,  however,  that no such  resignation  shall become  effective  and the

                                       34
<PAGE>

Indenture  Trustee  shall  not  resign  prior to the time set  forth in  Section
6.8(c).  The Holders of a majority in Outstanding Amount of the Notes may remove
the Indenture  Trustee by so notifying  the Indenture  Trustee and may appoint a
successor Indenture Trustee.  Such resignation or removal shall become effective
in accordance with Section 6.8(c). The Issuer shall remove the Indenture Trustee
if:

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

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

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

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

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

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

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

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

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

     SECTION 6.9 Merger or  Consolidation of Indenture  Trustee.Any  corporation
into  which  the  Indenture  Trustee  may be  merged  or  with  which  it may be
consolidated,  or any corporation  resulting from any merger or consolidation to
which the Indenture  Trustee shall be a party, or any corporation  succeeding to
the corporate trust business of the Indenture Trustee, shall be the successor of
the  Indenture  Trustee  under  this  Indenture;  provided,  however,  that such
corporation shall be eligible under the provisions of Section 6.11,  without the

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<PAGE>

execution or filing of any  instrument  or any further act on the part of any of
the  parties to this  Indenture,  anything  in this  Indenture  to the  contrary
notwithstanding.

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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


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

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

     (c) the execution,  delivery and  performance  by the Indenture  Trustee of
this  Indenture  (i) shall not violate any  provision  of any law or  regulation
governing  the banking and trust powers of the  Indenture  Trustee or any order,

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<PAGE>

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

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

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

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

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

     SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee.  Holders of
Notes evidencing not less than a majority of the Outstanding Amount of the Notes
shall have the right to direct  the time,  method  and place of  conducting  any
Proceeding for any remedy  available to the Indenture  Trustee or exercising any
trust or power  conferred on the  Indenture  Trustee;  provided,  however,  that
subject to Section 6.1, the Indenture Trustee shall have the right to decline to
follow any such  direction if the  Indenture  Trustee  being  advised by counsel
determines  that the action so directed  may not  lawfully  be taken,  or if the
Indenture Trustee in good faith shall, by a Responsible Officer,  determine that
the proceedings so directed would be illegal or subject it to personal liability
or be unduly  prejudicial  to the  rights of  Noteholders  not  parties  to such

                                       38
<PAGE>

direction;  and provided,  further,  that nothing in this Indenture shall impair
the right of the  Indenture  Trustee  to take any  action  deemed  proper by the
Indenture  Trustee  and which is not  inconsistent  with such  direction  by the
Noteholders.

                                  ARTICLE VII

NOTEHOLDERS'  LISTS AND  REPORTSIssuer  To Furnish  Indenture  Trustee Names and
Addresses of  Noteholders.  The Issuer shall furnish or cause to be furnished by
the  Servicer to the  Indenture  Trustee (a) not more than five days before each
Distribution  Date a list, in such form as the Indenture  Trustee may reasonably
require,  of the names and  addresses of the Holders of Notes as of the close of
business  on the  related  Record  Date,  and (b) at  such  other  times  as the
Indenture  Trustee may request in writing,  within 14 days after  receipt by the
Issuer of any such request,  a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished;  provided,  however,
that so long as the Indenture Trustee is the Note Registrar,  no such list shall
be required to be furnished.

     SECTION 7.2 Preservation of Information,  Communications to Noteholders.The
Indenture  Trustee  shall  preserve,  in as  current  a  form  as is  reasonably
practicable,  the names and  addresses of the Holders of Notes  contained in the
most recent list  furnished to the Indenture  Trustee as provided in Section 7.1
and the names and  addresses  of  Holders  of Notes  received  by the  Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list  furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.

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

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

     SECTION 7.3 Reports by Issuer.The Issuer shall:

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

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

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

                                       39
<PAGE>

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

     SECTION 7.4 Reports by Trustee.If required by TIA ss. 313(a),within 60 days
after each May 15, beginning with May 15, 2002, the Indenture Trustee shall mail
to each Noteholder as required by TIA ss. 313(c) a brief report dated as of such
date that complies with TIA ss. 313(a).  The Indenture Trustee also shall comply
with TIA ss.  313(b).  A copy of any report  delivered  pursuant to this Section
7.4(a)  shall,  at the  time of its  mailing  to  Noteholders,  be  filed by the
Indenture Trustee with the Commission and each stock exchange,  if any, on which
the Notes are listed.  The Issuer shall notify the Indenture Trustee if and when
the Notes are listed on any stock exchange.

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

                                  ARTICLE VIII

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

     SECTION 8.2 Designated Accounts;  Payments.On or prior to the Closing Date,
the Issuer shall cause the Servicer to establish  and  maintain,  in the name of
the Indenture Trustee for the benefit of the Financial Parties (and with respect
to the Reserve Account, for the benefit of the Servicer) the Designated Accounts
as provided in Articles IV and V of the Trust Sale and Servicing Agreement.

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

     (c) On each  Distribution  Date, the Indenture  Trustee shall apply and, as
required,  distribute  to the  Noteholders  all  amounts  on deposit in the Note

                                       40
<PAGE>

Distribution Account (subject to the Servicer's rights under Section 5.03 of the
Trust Sale and  Servicing  Agreement to  Investment  Earnings) in the  following
order of priority and in the amounts determined as described below:

          (i) The Aggregate  Noteholders' Interest Distributable Amount shall be
     applied to each class of Notes in an amount equal to the sum of

               (A) the Noteholders' Interest Distributable Amount for such class
          of Notes for such Distribution Date plus

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

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

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

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

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

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

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

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

                                       41
<PAGE>

     SECTION 8.3 General Provisions Regarding  Accounts.So long as no Default or
Event of Default shall have occurred and be continuing,  all or a portion of the
funds in the Designated  Accounts shall be invested in Eligible  Investments and
reinvested by the Indenture Trustee upon Issuer Order, subject to the provisions
of Section 5.01(b) of the Trust Sale and Servicing  Agreement.  The Issuer shall
not direct the Indenture  Trustee to make any investment of any funds or to sell
any  investment  held in any of the  Designated  Accounts  unless  the  security
interest granted and perfected in such account shall continue to be perfected in
such investment or the proceeds of such sale, in either case without any further
action by any Person,  and, in  connection  with any  direction to the Indenture
Trustee to make any such  investment  or sale,  if  requested  by the  Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel
acceptable to the Indenture Trustee, to such effect.

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

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

     SECTION 8.4 Release of Trust  Estate.Subject to the payment of its fees and
expenses  pursuant to Section 6.7, the Indenture  Trustee may, and when required
by the  provisions  of this  Indenture  shall,  execute  instruments  to release
property  from the lien of this  Indenture,  or convey the  Indenture  Trustee's
interest in the same, in a manner and under  circumstances  that are  consistent
with the  provisions  of this  Indenture.  No party  relying upon an  instrument
executed by the  Indenture  Trustee as provided  in this  Article  VIII shall be
bound  to  ascertain  the  Indenture  Trustee's  authority,   inquire  into  the
satisfaction  of any  conditions  precedent  or see  to the  application  of any
monies.

     (b) The  Indenture  Trustee  shall,  at such  time as  there  are no  Notes
Outstanding  and all sums due to the Indenture  Trustee  pursuant to Section 6.7
have been paid and all amounts owing under each Third Party Instrument have been
paid,  release any remaining  portion of the Trust Estate that secured the Notes
and the other Secured Obligations from the lien of this Indenture and release to
the Issuer or any other Person entitled thereto any funds then on deposit in the
Designated Accounts.  The Indenture Trustee shall release property from the lien
of this Indenture  pursuant to this Section 8.4(b) only upon receipt by it of an
Issuer  Request  and an  Officer's  Certificate,  an Opinion of Counsel  and (if
required by the TIA)  Independent  Certificates  in  accordance  with TIA ss.ss.

                                       42
<PAGE>

314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

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

                                   ARTICLE IX

SUPPLEMENTAL    INDENTURESSupplemental    Indentures    Without    Consent    of
Noteholders.>>[iC93]

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

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

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


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

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

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

                                       43
<page>

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

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

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

     SECTION 9.2 Supplemental  Indentures With Consent of Noteholders.The Issuer
and the Indenture  Trustee,  when authorized by an Issuer Order,  also may, with
prior  notice to the Rating  Agencies and with the consent of the Holders of not
less than a majority  of the  Outstanding  Amount of the  Notes,  by Act of such
Holders  delivered  to the  Issuer  and the  Indenture  Trustee,  enter  into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions to, changing in any manner,  or eliminating any of the provisions of,
this Indenture or of modifying in any manner the rights of the Noteholders under
this Indenture;  provided,  however, that no such supplemental  indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

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

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

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

                                       44
<page>

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

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


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

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

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

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

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

     SECTION  9.3  Execution  of  Supplemental  Indentures.   In  executing,  or
permitting  the  additional  trusts  created  by,  any  supplemental   indenture
permitted by this Article IX or the modifications  thereby of the trusts created
by this  Indenture,  the  Indenture  Trustee  shall be entitled to receive,  and
subject to Sections 6.1 and 6.2,  shall be fully  protected in relying  upon, an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized or permitted by this Indenture.  The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture  Trustee's own rights,  duties,  liabilities or immunities  under this
Indenture or otherwise.


                                       45
<page>

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

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

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

                                   ARTICLE X

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

     SECTION  10.2  Form  of  Redemption  Notice.Notice  of  redemption  of  the
Redeemable  Notes under Section 10.1 shall be given by the Indenture  Trustee by
first-class mail,  postage prepaid,  mailed not less than five days prior to the
applicable  Redemption Date to each Noteholder of Redeemable  Notes of record at
such Noteholder's address appearing in the Note Register.

     (b) All notices of redemption shall state:

          (i) the Redemption Date;

                                       46
<page>

          (ii) the applicable Redemption Price; and

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

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

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


                                   ARTICLE XI

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

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

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

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

                                       47
<page>

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

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

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

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

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

          (v) Notwithstanding Section 2.9 or any other provision of this Section
     11.1, the Issuer may (A) collect,  liquidate,  sell or otherwise dispose of
     Receivables  as  and to the  extent  permitted  or  required  by the  Basic

                                       48
<page>

     Documents,  (B) make cash payments out of the  Designated  Accounts and the
     Certificate Distribution Account as and to the extent permitted or required
     by the Basic Documents and (C) take any other action not inconsistent  with
     the TIA.

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

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

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

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

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

                                       49
<page>

appointing  any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1)  conclusive in favor of the  Indenture  Trustee and
the Issuer, if made in the manner provided in this Section 11.3.

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

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

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

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

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

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

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

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

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

                                       50
<page>

be presumed to have been duly given regardless of whether such notice is in fact
actually received.

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

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

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

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

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

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

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


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

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

                                       51
<page>

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


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

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

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

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

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

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

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

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

                                       52
<page>

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

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

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

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

                                    * * * * *

                                       53
<PAGE>


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

                                CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                                By:  BANKERS TRUST (DELAWARE),
                                      not in its individual capacity but solely
                                      as Owner Trust


                                By:    CHARLES C. GREITER
                                ________________________________________________
                                Name:  Charles C. Greiter
                                Title: Attorney-in-fact



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

                                By: ____________________________________________
                                Name:  _________________________________________
                                Title:  ________________________________________



<PAGE>


STATE OF ILLINOIS                   )
                                    ) ss
COUNTY OF COOK                      )

     BEFORE  ME,  the  undersigned  authority,  a Notary  Public in and for said
county and state, on this day personally  appeared Charles C. Greiter,  known to
me to be the  person  and  officer  whose name is  subscribed  to the  foregoing
instrument and  acknowledged to me that the same was the act of the said Capital
Auto  Receivables  Asset Trust 2002-1,  a Delaware  business trust,  and that he
executed  the  same as the act of  said  business  trust  for  the  purpose  and
consideration  therein expressed,  and in the capacities  therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 24th day of January, 2002.

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

My commission expires:


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




<PAGE>



STATE OF ILLINOIS                   )
                                    ) ss
COUNTY OF COOK                      )


     BEFORE  ME,  the  undersigned  authority,  a Notary  Public in and for said
county and state, on this day personally appeared ______________, known to me to
be the person and officer whose name is  subscribed to the foregoing  instrument
and acknowledged to me that the same was the act of the said Bank One,  National
Association,  and that he executed the same as the act of said national  banking
association for the purpose and  consideration  therein  stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 24th day of January, 2002.

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

My commission expires:


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


<PAGE>


                                                                       EXHIBIT A

                                   LOCATION OF
                             SCHEDULE OF RECEIVABLES



     The Schedule of Receivables is on file at the offices of:

     1.   The Indenture Trustee

     2.   The Owner Trustee

     3.   General Motors Acceptance Corporation

     4.   Capital Auto Receivables, Inc.



<PAGE>



                                                                       EXHIBIT B

                        FORM OF NOTE DEPOSITORY AGREEMENT




<PAGE>



                                                                     EXHIBIT C-1

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

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS


                                                            CUSIP NO. __________


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

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

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

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

     CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1, a business trust organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"),  for value received,  hereby promises to pay to  _______________,  or
registered assigns,  the principal sum of _______________  DOLLARS  ($_________)
payable in accordance with the Indenture (as defined on the reverse side of this
Note),  on each  Distribution  Date in an amount equal to the result obtained by
multiplying  (i) a fraction,  the  numerator  of which is the initial  principal
amount hereof and the denominator of which is aggregate initial principal amount
for such Class [A-2] [A-3] Notes by (ii) the aggregate  amount,  if any, payable
on such  Distribution  Date from the Note  Distribution  Account  in  respect of
principal  on the Class  [A-2] [A-3] Notes  pursuant  to Sections  2.7,  3.1 and
8.2(c) of the Indenture;  provided,  however,  that the entire unpaid  principal
amount of this Note shall be due and payable on the earlier of ___________  (the
"Final Scheduled  Distribution  Date") and the Redemption Date, if any, pursuant
to Section 10.1 of the Indenture.  The Issuer shall pay interest on this Note on

                                       1
<PAGE>

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

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

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

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


                                       2
<PAGE>


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

Date: January 24, 2002
                                 CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                                 By:  BANKERS TRUST (DELAWARE),
                                       not in its individual capacity but solely
                                       as Owner Trustee

                                 By:     CHARLES C. GREITER
                                ________________________________________________
                                 Name:   Charles C. Greiter
                                 Title:  Attorney-in-fact







                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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

                           By: ______________________________________________
                           Name:  ___________________________________________
                           Title: ___________________________________________


<PAGE>

                                 REVERSE OF NOTE


     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated  as its Class [A-2] [A-3]  Floating  Rate Asset Backed Notes  (herein
called the "Class [A-2] [A-3] Notes"),  all issued under an Indenture,  dated as
of January 24,  2002 (such  Indenture,  as  supplemented  or amended,  is herein
called the "Indenture"),  between the Issuer and Bank One, National Association,
as trustee (the "Indenture  Trustee",  which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference  is  hereby  made  for  a  statement  of  the  respective  rights  and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Class [A-2] [A-3] Notes are one of several duly authorized  classes of Notes
of the Issuer issued pursuant to the Indenture (collectively, as to all Notes of
all such  classes,  the  "Notes").  The Notes are governed by and subject to all
terms of the  Indenture  (which  terms are  incorporated  herein and made a part
hereof),  to which  Indenture  the  Holder of this Note by virtue of  acceptance
hereof assents and by which such Holder is bound. All capitalized terms used and
not  otherwise  defined  in this  Note that are  defined  in the  Indenture,  as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

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

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

                                       5
<PAGE>
     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their  respective  individual  capacities,  any
owner of a  beneficial  interest  in the  Issuer,  nor any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns,  shall be  personally  liable for, nor shall  recourse be had to any of
them for,  the payment of principal  of or interest  on, or  performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants,  obligations and indemnifications have been made by the Owner Trustee
solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that, except as expressly  provided in the Basic
Documents,  in the case of an Event of Default under the  Indenture,  the Holder
shall have no claim  against any of the foregoing  for any  deficiency,  loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent  recourse to, and enforcement  against,  the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.


                                       6
<PAGE>

                                   ASSIGNMENT


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


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


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

______________________________________________________________
 .................. (name and address of assignee)

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

Dated:__________________            __________________________________1
                                            Signature Guaranteed:


________________________            __________________________________


















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

<page>

                                                                     EXHIBIT C-2

             FORM OF FIXED RATE OFFERED CLASS A-4 ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

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

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

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                       CLASS A-4 4.16% ASSET BACKED NOTES

     CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1, a business trust organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"),  for value received,  hereby promises to pay to  _______________,  or
registered assigns,  the principal sum of _______________  DOLLARS  ($_________)
payable in accordance with the Indenture (as defined on the reverse side of this
Note),  on each  Distribution  Date in an amount equal to the result obtained by
multiplying  (i) a fraction,  the  numerator  of which is the initial  principal
amount hereof and the denominator of which is aggregate initial principal amount
for such Class A-4 Notes by (ii) the aggregate  amount,  if any, payable on such
Distribution Date from the Note Distribution  Account in respect of principal on
the Class A-4 Notes  pursuant to Sections 2.7, 3.1 and 8.2(c) of the  Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of ___________ (the "Final Scheduled Distribution
Date")  and  the  Redemption  Date,  if any,  pursuant  to  Section  10.1 of the
Indenture.  The  Issuer  shall pay  interest  on this Note at the rate per annum
shown above on each  Distribution  Date until the principal of this Note is paid
or made available for payment on the principal  amount of this Note  outstanding
on the  preceding  Distribution  Date (after  giving  effect to all  payments of
principal  made  on  the  preceding  Distribution  Date  (or,  for  the  initial
Distribution  Date, the  outstanding  principal  balance on the Closing  Date)).

                                       1
<page>

Interest on the Class A-4 Notes will accrue from and including the Closing Date,
and  will  be  payable  on each  Distribution  Date in an  amount  equal  to the
Noteholders'  Interest  Distributable  Amount for such Distribution Date for the
Class A-4 Notes.  Interest  will be computed  on the basis of a 360-day  year of
twelve 30-day months (or, in the case of the initial Distribution Date, 21/360).
Such  principal  of and  interest  on this  Note  shall  be  paid in the  manner
specified on the reverse hereof. All interest payments on each class of Notes on
any  Distribution  Date shall be made pro rata to the  Noteholders of such class
entitled thereto.

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

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

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


                                       2
<PAGE>

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

Date: January 24, 2002
                              CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                              By:  BANKERS TRUST (DELAWARE),
                                    not in its individual capacity but solely as
                                    Owner Trustee

                              By:    CHARLES C. GREITER
                              __________________________________________________
                              Name:  Charles C. Greiter
                              Title: Attorney-in-fact






                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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

                           By: ______________________________________________
                               Name:  _______________________________________
                               Title: _______________________________________




                                       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 4.16% Asset Backed Notes  (herein  called the "Class
A-4 Notes"),  all issued under an Indenture,  dated as of January 24, 2002 (such
Indenture,  as  supplemented  or  amended,  is herein  called the  "Indenture"),
between  the  Issuer  and  Bank  One,  National  Association,  as  trustee  (the
"Indenture  Trustee",  which  term  includes  any  successor  trustee  under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  statement  of the  respective  rights  and  obligations
thereunder of the Issuer,  the Indenture Trustee and the Noteholders.  The Class
A-4 Notes are one of  several  duly  authorized  classes  of Notes of the Issuer
issued  pursuant  to the  Indenture  (collectively,  as to all Notes of all such
classes, the "Notes"). The Notes are governed by and subject to all terms of the
Indenture (which terms are incorporated herein and made a part hereof), to which
Indenture the Holder of this Note by virtue of acceptance  hereof assents and by
which such Holder is bound. All capitalized terms used and not otherwise defined
in this Note that are  defined in the  Indenture,  as  supplemented  or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

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

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

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

                                    Each Noteholder, by acceptance of a Note or,
in the case of a Note Owner,  a  beneficial  interest in a Note,  expresses  its

                                       4
<PAGE>
intention that this Note  qualifies  under  applicable  tax law as  indebtedness
secured by the Collateral and, unless
otherwise required by appropriate taxing authorities,  agrees to treat the Notes
as  indebtedness  secured by the  Collateral  for the purpose of federal  income
taxes, state and local income and franchise taxes, Michigan single business tax,
and any other taxes imposed upon, measured by or based upon gross or net income.

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

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

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

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

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

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture

                                       5
<PAGE>
Trustee nor the Owner Trustee in their  respective  individual  capacities,  any
owner of a  beneficial  interest  in the  Issuer,  nor any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns,  shall be  personally  liable for, nor shall  recourse be had to any of
them for,  the payment of principal  of or interest  on, or  performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants,  obligations and indemnifications have been made by the Owner Trustee
solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that, except as expressly  provided in the Basic
Documents,  in the case of an Event of Default under the  Indenture,  the Holder
shall have no claim  against any of the foregoing  for any  deficiency,  loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent  recourse to, and enforcement  against,  the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.


                                        6
<PAGE>

                                   ASSIGNMENT


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


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


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto _______________________________________________
__________________________________________________________________
 .................. (name and address of assignee)

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

Dated:__________________            __________________________________2
                                            Signature Guaranteed:


________________________            ___________________________________





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

                                       7
<page>

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

REGISTERED                                                        $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                   CUSIP NO. N/A

          THE  SECURITIES  REPRESENTED  BY THIS NOTE WERE  ORIGINALLY  ISSUED ON
     JANUARY 24, 2002,  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
     1933, AS AMENDED (THE "ACT"),  OR APPLICABLE  STATE SECURITIES LAWS AND MAY
     NOT BE SOLD OR  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
     STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
     FROM REGISTRATION THEREUNDER.

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

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

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                       CLASS A-1 1.71% ASSET BACKED NOTES

     CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1, a business trust organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"),  for value received,  hereby promises to pay to  _______________,  or
registered assigns,  the principal sum of _______________  DOLLARS  ($_________)
payable in accordance with the Indenture (as defined on the reverse side of this
Note),  on each  Distribution  Date in an amount equal to the result obtained by
multiplying  (i) a fraction,  the  numerator  of which is the initial  principal
amount hereof and the  denominator of which is the initial  aggregate  principal
amount for such Class A-1 Notes, by (ii) the aggregate  amount,  if any, payable
on such  Distribution  Date from the Note  Distribution  Account  in  respect of
principal on the Class A-1 Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the
Indenture;  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and  payable on the  earlier of January  15,  2003 (the "Final
Scheduled  Distribution  Date") and the  Redemption  Date,  if any,  pursuant to
Section  10.1 of the  Indenture.  The Issuer  shall pay interest on this Note on

                                       2
<page>
each  Distribution  Date  until  the  principal  of  this  Note  is paid or made
available for payment on the principal  amount of this Note  outstanding  on the
preceding  Distribution  Date (after  giving effect to all payments of principal
made on the preceding  Distribution Date (or, for the initial Distribution Date,
the outstanding  principal balance on the Closing Date)).  Interest on the Class
A-1 Notes will accrue from and including  the Closing Date,  and will be payable
on each  Distribution  Date in an  amount  equal  to the  Noteholders'  Interest
Distributable  Amount  for such  Distribution  Date  for the  Class  A-1  Notes.
Interest will be computed on the basis of actual number of days elapsed from and
including the prior Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) and a 360-day year. Such principal of
and  interest on this Note shall be paid in the manner  specified on the reverse
hereof.  All interest  payments on each class of Notes on any Distribution  Date
shall be made pro rata to the Noteholders of such class entitled thereto.

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

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

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

                                       2
<PAGE>

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

Date: January 24, 2002
                              CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                              By:  BANKERS TRUST (DELAWARE),
                                    not in its individual capacity but solely as
                                    Owner Trustee

                              By:    CHARLES C. GREITER
                              __________________________________________________
                              Name:  Charles C. Greiter
                              Title: Attorney-in-fact







                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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

                          By: ____________________________________________
                              Name:  _____________________________________
                              Title: _____________________________________

<PAGE>

                                 REVERSE OF NOTE

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its Class A-1 1.71% Asset Backed Notes  (herein  called the "Class
A-1 Notes"),  all issued under an Indenture,  dated as of January 24, 2002 (such
Indenture,  as  supplemented  or  amended,  is herein  called the  "Indenture"),
between  the  Issuer  and  Bank  One,  National  Association,  as  trustee  (the
"Indenture  Trustee",  which  term  includes  any  successor  trustee  under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  statement  of the  respective  rights  and  obligations
thereunder of the Issuer,  the Indenture Trustee and the Noteholders.  The Class
A-1 Notes are one of  several  duly  authorized  classes  of Notes of the Issuer
issued  pursuant  to the  Indenture  (collectively,  as to all Notes of all such
classes, the "Notes"). The Notes are governed by and subject to all terms of the
Indenture (which terms are incorporated herein and made a part hereof), to which
Indenture the Holder of this Note by virtue of acceptance  hereof assents and by
which such Holder is bound. All capitalized terms used and not otherwise defined
in this Note that are  defined in the  Indenture,  as  supplemented  or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

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

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

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

                                    Each Noteholder, by acceptance of a Note or,
in the case of a Note Owner,  a  beneficial  interest in a Note,  expresses  its

                                       4
<Page>
intention that this Note  qualifies  under  applicable  tax law as  indebtedness
secured by the Collateral and, unless
otherwise required by appropriate taxing authorities,  agrees to treat the Notes
as  indebtedness  secured by the  Collateral  for the purpose of federal  income
taxes, state and local income and franchise taxes, Michigan single business tax,
and any other taxes imposed upon, measured by or based upon gross or net income.

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

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

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

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

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

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture

                                       5
<page>
Trustee nor the Owner Trustee in their  respective  individual  capacities,  any
owner of a  beneficial  interest  in the  Issuer,  nor any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns,  shall be  personally  liable for, nor shall  recourse be had to any of
them for,  the payment of principal  of or interest  on, or  performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants,  obligations and indemnifications have been made by the Owner Trustee
solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that, except as expressly  provided in the Basic
Documents,  in the case of an Event of Default under the  Indenture,  the Holder
shall have no claim  against any of the foregoing  for any  deficiency,  loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent  recourse to, and enforcement  against,  the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.


                                       6
<PAGE>

                                   ASSIGNMENT

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


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


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto                             _______________________________________________
__________________________________________________________________
 .................. (name and address of assignee)

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

Dated:__________________            __________________________________3
                                            Signature Guaranteed:


________________________            __________________________________



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

                                       7
<PAGE>


                                                                       EXHIBIT D

                              RULE 144A CERTIFICATE

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

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

Ladies and Gentlemen:

     In connection  with the purchase of Class A-1 1.71% Asset Backed Note, (the
"Class A-1 Notes") of the Capital  Auto  Receivables  Asset  Trust  2002-1,  the
undersigned buyer ("Buyer") hereby acknowledges, represents and agrees that:

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

     (b) Buyer is purchasing the applicable  Class A-1 Notes for its own account
(or the accounts of other "qualified institutional buyers"), not with a view to,
or for offer or sale in connection  with, any distribution  thereof,  subject to
the  disposition of Buyer's  property (or property held in the accounts of other
"qualified  institutional buyers") being at all times within Buyer's control and
subject to Buyer's  ability to resell such Class A-1 Notes pursuant to Rule 144A
under the Securities Act. Buyer agrees to offer, sell or otherwise transfer such
Class A-1 Notes only in conformity  with the  restrictions on transfer set forth
in the  Indenture  dated as of January 24, 2002  pursuant to which the Class A-1
Notes  were  issued  and  the  legend  set  forth  on  the  definitive  physical
certificate evidencing the Class A-1 Notes.


                                       1
<page>

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



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

                              By:  ________________________________

                              Name:

                              Title:

                              Date:  ______________________________

                                       2