<PAGE>   1

                                                                    EXHIBIT 4.2

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                            WILMINGTON TRUST COMPANY,
         NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE FOR
                     CAPITAL ONE AUTO FINANCE TRUST 2001-A

                                       AND

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                INDENTURE TRUSTEE

                                    INDENTURE

                            DATED AS OF JULY 26, 2001

                                  $910,382,514

                      CAPITAL ONE AUTO FINANCE TRUST 2001-A

                AUTOMOBILE RECEIVABLE-BACKED NOTES, SERIES 2001-A
                         CLASS A NOTES AND CLASS B NOTES





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<PAGE>   2


                            CROSS REFERENCE TABLE(1)


TIA           Section                                      Section of Indenture
310           (a) (1)                                              7.08
              (a) (2)                                              7.08
              (a) (3)                                              7.13
              (a) (4)                                              7.20
              (a) (5)                                              7.08
              (b)                                               7.08, 7.11
              (c)                                                  N.A.
311           (a)                                                  7.19
              (b)                                                  7.19
              (c)                                                  N.A
312           (a)                                                 12.01
              (b)                                                 12.02
              (c)                                                 12.03
              (d)                                                 12.04
313           (a)                                                 12.04
              (b) (1)                                             12.04
              (b) (2)                                             14.05
              (c)                                                 12.04
              (d)                                                 12.03
314           (a)                                                 14.16
              (b)                                                  3.06
              (c) (1)                                             14.01
              (c) (2)                                             14.01
              (c) (3)                                             14.01
              (d)                                                 14.01
              (e)                                                 14.01
              (f)                                                 14.01
315           (a)                                                  7.01
              (b)                                                  7.02
              (c)                                                  7.01
              (d)                                                  7.01
              (e)                                                  9.13
316           (a) (last sentence)                                  2.03
              (a) (1) (A)                                          9.11
              (a) (1) (B)                                          9.12
              (a) (2)                                            Omitted
              (b)                                                  9.07
              (c)                                                  2.12
317           (a) (1)                                              9.03
              (a) (2)                                              9.03
              (b)                                                  3.03
318           (a)                                                 14.21


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

(1) Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of this Indenture.



<PAGE>   3





                                TABLE OF CONTENTS
                           ---------------------------
                                                                          Page
                                                                          ----
ARTICLE I             DEFINITIONS and incorporation by reference.............3

         Section 1.01      General Definitions...............................3

         Section 1.02      Calculations.....................................31

         Section 1.03      Incorporation by Reference of Trust
                           Indenture Act....................................31

         Section 1.04      Other Interpretive Provisions....................32

ARTICLE II            THE NOTES; RECONVEYANCE...............................32

         Section 2.01      General..........................................32

         Section 2.02      Forms of Notes...................................34

         Section 2.03      Payment of Principal and Interest................34

         Section 2.04      Payments to Noteholders..........................36

         Section 2.05      Execution, Authentication, Delivery and Dating...36

         Section 2.06      Temporary Notes..................................37

         Section 2.07      Registration, Registration of Transfer
                           and Exchange.....................................37

         Section 2.08      Mutilated, Destroyed, Lost or Stolen Notes.......41

         Section 2.09      Persons Deemed Noteholders.......................41

         Section 2.10      Cancellation of Notes............................42

         Section 2.11      Conditions to Closing............................42

         Section 2.12      Book-Entry Notes.................................45

         Section 2.13      Definitive Notes.................................47

         Section 2.14      Reconveyance.....................................47

         Section 2.15      Reconveyance of Nonconforming Receivables........47

         Section 2.16      Funding Events...................................48

         Section 2.17      Authenticating Agents............................50

         Section 2.18      Release of Collateral............................51

ARTICLE III           COVENANTS; COLLATERAL; REPRESENTATIONS; WARRANTIES....51

         Section 3.01      Performance of Obligations.......................51

         Section 3.02      Negative Covenants...............................53



                                       i


<PAGE>   4


         Section 3.03      Money for Note Payments..........................53

         Section 3.04      Restriction of Owner Trustee Activities..........55

         Section 3.05      Protection of Trust Property.....................56

         Section 3.06      Opinions as to Trust Property....................57

         Section 3.07      Statement as to Compliance.......................58

         Section 3.08      Limitations on Liens.............................59

         Section 3.09      Recording........................................59

         Section 3.10      Agreements Not to Institute Bankruptcy
                           Proceedings; Additional Covenants................59

         Section 3.11      Providing of Notice..............................62

         Section 3.12      Representations and Warranties of the
                           Owner Trustee....................................62

         Section 3.13      Representations and Warranties of the
                           Indenture Trustee................................64

         Section 3.14      Maintenance of Office or Agency..................65

ARTICLE IV            ADMINISTRATION AND SERVICING OF RECEIVABLES...........65

         Section 4.01      Servicing Agreement..............................65

ARTICLE V             ACCOUNTS, COLLECTIONS, PAYMENTS OF INTEREST AND
                      PRINCIPAL, RELEASES, RESERVE FUND, AND
                      STATEMENTS TO NOTEHOLDERS.............................66

         Section 5.01      Accounts.........................................66

         Section 5.02      Collections......................................67

         Section 5.03      Application of Collections.......................67

         Section 5.04      Collection Account...............................67

         Section 5.05      Deposit of Funds in the Revenue Fund and Transfer
                           of Funds from the Revenue Fund and the
                           Reserve Fund.....................................68

         Section 5.06      Issuance Fund....................................73

         Section 5.07      Account Property.................................74

         Section 5.08      Pre-Funding Account..............................74

         Section 5.09      Note Payments....................................75

         Section 5.10      Use of Moneys in the Reserve Fund................75

         Section 5.11      Statements to Noteholders; Tax Returns...........75

         Section 5.12      Reports by the Indenture Trustee.................75

         Section 5.13      Final Balance....................................76

         Section 5.14      Officer's Certificates...........................76

         Section 5.15      The Note Guaranty Insurance Policy...............77




                                       ii


<PAGE>   5


         Section 5.16      Release of Trust Estate..........................78

         Section 5.17      Opinion of Counsel...............................78

ARTICLE VI            REDEMPTION OF NOTES...................................79

         Section 6.01      Privilege of Redemption and Redemption Price.....79

         Section 6.02      Optional Redemption..............................79

         Section 6.03      Notice of Redemption.............................80

         Section 6.04      Redemption Payments..............................80

         Section 6.05      Cancellation of Notes............................80

ARTICLE VII           THE INDENTURE TRUSTEE.................................80

         Section 7.01      Duties of the Indenture Trustee..................80

         Section 7.02      Notice of Event of Insolvency or Event
                           of Default.......................................83

         Section 7.03      Rights of the Indenture Trustee..................83

         Section 7.04      Not Responsible for Recitals, Issuance of Notes
                           or Application of Moneys as Directed.............83

         Section 7.05      May Hold Notes...................................84

         Section 7.06      Money Held in Trust..............................84

         Section 7.07      Compensation and Indemnity.......................84

         Section 7.08      Eligibility; Disqualification....................86

         Section 7.09      [Reserved.]......................................87

         Section 7.10      Resignation and Removal; Appointment of
                           Successor........................................87

         Section 7.11      Acceptance of Appointment by Successor...........88

         Section 7.12      Merger, Conversion, Consolidation or Succession
                           to Business of the Indenture Trustee.............88

         Section 7.13      Co-trustees and Separate Trustees................89

         Section 7.14      Books and Records................................90

         Section 7.15      Control..........................................90

         Section 7.16      Suits for Enforcement............................90

         Section 7.17      Noteholder Characterization......................91

         Section 7.18      Documents Held by Servicer as Custodian;
                           Indication of Trust Ownership; Inspection
                           and Release of Custodian Files...................91

         Section 7.19      Preferential Collection of Claims Against
                           Owner Trustee....................................93

         Section 7.20      The Indenture Trustee May Enforce Claims Without
                           Possession of Notes..............................93

ARTICLE VIII          [Reserved]............................................93

                                      iii
<PAGE>   6

ARTICLE IX            EVENTS OF INSOLVENCY; EVENT OF DEFAULT................93

         Section 9.01      Events of Insolvency; Events of Default..........93

         Section 9.02      Removal of Services; Acceleration of Maturity;
                           Rescission and Annulment.........................95

         Section 9.03      Collection of Indebtedness and Suits for
                           Enforcement by the Indenture Trustee.............96

         Section 9.04      Remedies; Priorities.............................98

         Section 9.05      [Reserved]......................................100

         Section 9.06      Limitation of Suits.............................100

         Section 9.07      Unconditional Rights of Noteholders to Receive
                           Principal and Interest..........................101

         Section 9.08      Restoration of Rights and Remedies..............101

         Section 9.09      Rights and Remedies Cumulative..................101

         Section 9.10      Delay or Omission Not a Waiver..................101

         Section 9.11      Control by Controlling Note Class of
                           Noteholders.....................................101

         Section 9.12      Waiver of Past Defaults.........................102

         Section 9.13      Undertaking for Costs...........................102

         Section 9.14      Waiver of Stay or Extension Laws................102

ARTICLE X             SUPPLEMENTAL INDENTURES..............................103

         Section 10.01     Supplemental Indentures Without Noteholder
                           Approval........................................103

         Section 10.02     Supplemental Indentures With Consent of
                           Noteholders.....................................103

         Section 10.03     Supplemental Indentures Without Consent of
                           Noteholders.....................................105

         Section 10.04     Execution of Supplemental Indentures............105

         Section 10.05     Effect of Supplemental Indentures...............105

         Section 10.06     Reference in Notes to Supplemental Indentures...105

         Section 10.07     The Indenture Trustee To Act On Instructions....105

ARTICLE XI            NOTE GUARANTY INSURANCE POLICY.......................106

         Section 11.01     Note Guaranty Insurance Policy..................106

         Section 11.02     Transfer of Class A Notes to Note Insurer.......106

         Section 11.03     Note Insurer Access to Information, Books
                           and Records.....................................106

         Section 11.04     The Indenture Trustee To Notify Note Insurer
                           of Proposed Changes.............................107

         Section 11.05     No Advance of Final Scheduled Payment Date......107

         Section 11.06     Note Insurer Rights in the Event of Nonpayment..107

                                       iv
<PAGE>   7

         Section 11.07     Note Insurer Approval of Changes in Terms of
                           Notes or Indenture..............................108

         Section 11.08     Note Insurer Removal of the Indenture Trustee...108

         Section 11.09     Parties Interested Herein.......................109

         Section 11.10     Rights of Note Insurer Controlling..............109

         Section 11.11     Payments Under the Note Guaranty
                           Insurance Policy................................109

         Section 11.12     Default of Note Insurer.........................110

         Section 11.13     Rights and Obligations of Note Insurer..........110

         Section 11.14     Note Insurer's Rights Regarding Actions,
                           Proceedings or Investigations...................111

ARTICLE XII           NOTEHOLDERS' LISTS AND REPORTS.......................112

         Section 12.01     Owner Trustee to Furnish the Indenture
                           Trustee Names and Addresses of Noteholders......112

         Section 12.02     Preservation of Information; Communications
                           to Noteholders..................................112

         Section 12.03     Reports by the Owner Trustee....................113

         Section 12.04     Reports by the Indenture Trustee................113

ARTICLE XIII          SATISFACTION AND DISCHARGE...........................114

         Section 13.01     Satisfaction and Discharge of the Indenture.....114

         Section 13.02     Application of Trust Money......................115

         Section 13.03     Repayment of Moneys Held by Paying Agent........115

ARTICLE XIV           MISCELLANEOUS........................................115

         Section 14.01     Compliance Certificates and Opinions; Furnishing
                           of Information..................................115

         Section 14.02     Form of Documents Delivered to the Indenture
                           Trustee.........................................117

         Section 14.03     Acts of Noteholders.............................118

         Section 14.04     Notices, Etc....................................119

         Section 14.05     Notices and Reports to Noteholders; Waiver
                           of Notices......................................121

         Section 14.06     Rules by the Indenture Trustee..................121

         Section 14.07     Owner Trustee Obligation........................121

         Section 14.08     Enforcement of Benefits.........................122

         Section 14.09     Effect of Headings and Table of Content.........122

         Section 14.10     Successors and Assigns..........................122

         Section 14.11     Separability....................................122

         Section 14.12     Benefits of Indenture...........................122


                                       v



<PAGE>   8



         Section 14.13     Legal Holidays..................................122

         Section 14.14     Governing Law...................................122

         Section 14.15     Counterparts....................................122

         Section 14.16     Recording of Indenture..........................123

         Section 14.17     Further Assurances..............................123

         Section 14.18     No Bankruptcy Petition Against the Owner
                           Trustee.........................................123

         Section 14.19     Subordination...................................123

         Section 14.20     Limitation on Liability.........................124

         Section 14.21     Conflict with Trust Indenture Act...............124

         Section 14.22     Perfection Representations......................124


                                       vi


<PAGE>   9

SCHEDULE 1    -    Schedule of Opinions
SCHEDULE 2    -    Perfection Representations, Warranties And Covenants

EXHIBIT A     -    Form of Class A Note                                   A-1
EXHIBIT B     -    Form of Class B Note                                   B-1
EXHIBIT C     -    [Reserved]                                             C-1
EXHIBIT D     -    Form of Assignment                                     D-1
EXHIBIT E     -    Notice of Funding                                      E-1
EXHIBIT F     -    Officer's Certificate                                  F-1
EXHIBIT G-1   -    Form of Receivable Characteristics (Closing Date)    G-1-1
EXHIBIT G-2   -    Form of Receivable Characteristics (Funding Date)    G-2-1
EXHIBIT H     -    Indenture Trustee Fee Agreement                        H-1
EXHIBIT I     -    Form of Transferee Agreement                           I-1


                                      vii


<PAGE>   10


         This Indenture is dated and made as of July 26, 2001 between WILMINGTON
TRUST COMPANY, not on an individual basis but solely as owner trustee of CAPITAL
ONE AUTO FINANCE TRUST 2001-A (the "Owner Trustee"), and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, as indenture trustee (the "Indenture Trustee").

                              PRELIMINARY STATEMENT

         Pursuant to this Indenture, there is hereby duly authorized the
execution and delivery of five Classes of Notes, designated as Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes. All
covenants and agreements made by the Owner Trustee herein are for the benefit
and security of the Holders of the Class A Notes, as further defined herein, and
the Class B Notes and the Note Insurer. The Owner Trustee is entering into this
Indenture, and the Indenture Trustee is accepting the trusts created hereby, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged. Simultaneously with the issuance of the Class A Notes and the
Class B Notes, there is also being issued the Certificate pursuant to the Trust
Agreement.

         The Owner Trustee hereby Grants to the Indenture Trustee, for the
benefit of the Holders of the Class A Notes and the Class B Notes, as their
interests appear, and, subject to the provisions hereof, for the benefit of the
Note Insurer, all of the Owner Trustee's right, title and interest in and to:

                              GRANTING CLAUSE FIRST

         All of the rights, title, interest and benefits of the Owner Trustee in
and to (a) the Receivables identified on the Schedule of Receivables absolutely
assigned by the Transferor to the Seller and contributed by the Seller to the
Owner Trustee from time to time and all moneys received thereon (including
amounts received on any Extended Service Agreements relating thereto) after the
respective Cutoff Dates (except for interest accrued as of the applicable Cutoff
Date if paid by the respective Obligor after such Cutoff Date, which will be
paid to the Transferor), (b) the security interest in the Financed Vehicles
granted by the Obligors pursuant to the Receivables and all certificates of
title to such Financed Vehicles, (c) the interest of the Owner Trustee in any
proceeds from claims on any risk default, physical damage, credit life,
disability or other insurance policies covering the Financed Vehicles or the
Obligors or refunds in connection with Extended Service Agreements relating to
Defaulted Receivables from the respective Cutoff Dates; (d) any property
(including the right to receive future Liquidation Proceeds) that shall secure a
Receivable; (e) the Contribution Agreement, the Transfer and Assignment
Agreement and the Dealer Agreements (to the extent related to the financed
Receivables); (f) the original retail installment contracts and security
agreements evidencing the Receivables; and (g) the proceeds of any and all of
the foregoing.

                             GRANTING CLAUSE SECOND

         All funds deposited in the Accounts and Eligible Investments thereof,
to the extent provided in this Indenture, and proceeds thereof;


<PAGE>   11


                              GRANTING CLAUSE THIRD

         The rights and benefits of the Owner Trustee under the Servicing
Agreement and the Limited Guaranty;

                             GRANTING CLAUSE FOURTH

         Any recourse at law, in equity or by contract to the Seller, COAF or
Dealers whether pursuant to the Contribution Agreement, the Transfer and
Assignment Agreement, Dealer Agreements (to the extent related to the
Receivables) or otherwise; and

                              GRANTING CLAUSE FIFTH

         All proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other property whether now existing or hereinafter
arising (collectively, the "Collateral").

         Such Grants are made in trust, to secure payments of amounts due with
respect to the Class A Notes and the Class B Notes ratably and without
prejudice, priority or distinction between the Class A Notes and the Class B
Notes (except that payments with respect to principal on the different Classes
of Class A Notes shall be subject to the priority of payments set forth herein
and payments of principal with respect to the Class B Notes shall be subordinate
to payments of principal and interest with respect to the Class A Notes and to
the Note Insurer's rights to Premiums and Reimbursement Obligations and payments
of interest with respect to the Class B Notes shall be subordinate to payments
of interest with respect to the Class A Notes, all to the extent provided
herein), and to secure (i) the payment of all amounts scheduled to be made on
the Class A Notes and the Class B Notes as such amounts become due in accordance
with their terms, (ii) the payment of all other sums payable in accordance with
the provisions of this Indenture, including, but not limited to, Reimbursement
Obligations, and (iii) compliance with the provisions of this Indenture, all as
provided in this Indenture.

         The Indenture Trustee acknowledges such Grants, accepts the trusts
hereunder in accordance with the provisions of this Indenture, and agrees to
perform the duties herein required pursuant to the terms and provisions of this
Indenture and subject to the conditions hereof to the end that the interests of
the Holders of the Notes may be adequately and effectively protected.

         PROVIDED, HOWEVER, that if there shall well and truly be paid the
principal of the Class A Notes and the Class B Notes and the interest due or to
become due on the Notes, at the times and in the manner mentioned in the Notes,
according to the true intent and meaning thereof, and the Owner Trustee shall
cause all Reimbursement Obligations to be paid to the Note Insurer and payments
shall be made into the Revenue Fund as required under this Indenture and shall
well and truly keep, perform and observe all the covenants and conditions
pursuant to the terms of this Indenture to be kept, performed and observed by
the Owner Trustee, and the Owner Trustee shall pay or cause to be paid to the
Indenture Trustee and all of its agents for the registration, authentication,
transfer or exchange of Class A Notes and the Class B Notes all sums of money
due or to become due to it or them in accordance with the terms and provisions
hereof, then this Indenture and the rights hereby granted shall cease, terminate
and be void; otherwise, except as provided in Article XIV hereof, this Indenture
shall be and remain in full force and effect.




                                       2


<PAGE>   12


                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01 General Definitions. Except as otherwise specified or
as the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture, and the definitions
of such terms are applicable to the singular as well as to the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of
such terms.

         "Accelerated Reserve Fund Event" has the meaning specified in the
Insurance Agreement.

         "Account Property" means the Accounts and all proceeds of the Accounts,
including, without limitation, all amounts and investments held from time to
time in any Account (whether in the form of deposit accounts, Physical Property,
book-entry securities, uncertificated securities, security entitlements (as
defined in Section 8-102(a)(17) of the UCC as enacted in the States of Minnesota
and Texas), financial assets (as defined in Section 8-102(a)(9) of the UCC), or
any other investment property (as defined in Section 9-102 of the UCC).

         "Accounts" has the meaning specified in Section 5.01 hereof.

         "Act" has the meaning specified in Section 14.03 hereof.

         "Actual Payment" means, with respect to a Collection Period and a
Receivable, all Scheduled Payments and prepayments received from or on behalf of
an Obligor with respect to such Receivable, all of which amounts shall be
deposited into the Collection Account during such Collection Period. An Actual
Payment does not include Repurchase Prices.

         "Administration Agreement" means the Administration Agreement among
COAF, as Administrator, Wilmington Trust Company, as Owner Trustee for Capital
One Auto Finance Trust 2001-A, and Wells Fargo Bank Minnesota, National
Association, as the Indenture Trustee, dated as of the Closing Date, as the same
may be amended and supplemented from time to time.

         "Administration Fee" has the meaning specified in Section 4 of the
Administration Agreement.

         "Administrative Expenses" means the fees and expenses payable to the
Rating Agencies, the expenses payable on behalf of or reimbursable to the Owner
Trustee and other fees, expenses or costs related to the Trust Property, payable
pursuant to this Indenture, the Trust Agreement or the Servicing Agreement, as
certified by the Servicer.

         "Administrator" means COAF, in its capacity as Administrator under the
Administration Agreement and each successor Administrator.

         "Affiliate" of any specified Person means any other Person controlling
or controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting



                                       3


<PAGE>   13


securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Agent Member" means a member of, or participant in, the Securities
Depository.

         "Aggregate Outstanding Principal Balance" means, with respect to the
Notes of any Class or group of Classes, the aggregate of the Outstanding
Principal Balance of all Outstanding Notes of that Class or group of Classes at
the time of determination.

         "Aggregate Receivable Balance" means, (i) with respect to the Closing
Date, the aggregate Receivable Balance of the Receivables as of the initial
Cutoff Date, (ii) with respect to any Funding Date, the aggregate Receivable
Balance of the related Subsequent Receivables as of the related Cutoff Date plus
the aggregate Receivable Balance of all other Receivables as of such Funding
Date and (iii) with respect to any other date of determination, the aggregate
Receivable Balance of all Receivables owned by the Owner Trustee and Granted to
the Indenture Trustee as of such date of determination.

         "Amount Financed" means, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and any related costs, including service warranties and service contracts, but
exclusive of any amount allocable to the premium of force-placed physical damage
insurance covering the Financed Vehicle.

         "Authorized Officer" means, with respect to any Person, the Chairman,
Co-Chairman or Vice Chairman of the Board of Directors, the President, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer or any other authorized officer of the
Person who is authorized to act for the Person and whose name appears on a list
of such authorized officers furnished by the Person to the Indenture Trustee
(containing the specimen signature of such officers), as such list may be
amended or supplemented from time to time.

         "Book-Entry Notes" means a beneficial interest in the Class A Notes,
ownership and transfers of which shall be made through book entries by a
Securities Depository as described in Section 2.12 of this Indenture.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banking or federal institutions in New York, New York,
Charlotte, North Carolina, Falls Church, Virginia or Plano, Texas, or in the
city in which the principal trust office of the Indenture Trustee, or the
principal office of the Note Insurer, is located are authorized or obligated by
law or executive order to be closed.

         "Certificate" means the beneficial interest issued pursuant to the
Trust Agreement in connection with the issuance of the Notes under this
Indenture, evidencing rights to receive certain amounts, subject to prior
claims, in accordance with Section 5.05(c) hereof to be derived from the Trust
Property as more fully described herein. The Certificate shall initially be
issued to the Seller.

         "Certificate Distribution Account" is defined in Section 5.1 of the
Trust Agreement.


                                       4

<PAGE>   14



         "Certificate of Title" means, with regard to each Financed Vehicle (i)
the original certificate of title relating thereto, or copies of correspondence
to the appropriate State Title Registration Agency, and all enclosures thereto,
for issuance of its original Certificate of Title or (ii) if the appropriate
State Title Registration Agency issues a letter or other form of evidence of
lien in lieu of a Certificate of Title (including electronic titling), the
original lien entry letter or form or copies of correspondence to such State
title registration agency, and all enclosures thereto, for issuance of the
original lien entry letter or form, which, in either case, shall name the
related Obligor as the owner of such Financed Vehicle and the Transferor, the
applicable Referral Originator, the Seller or the Indenture Trustee as secured
party.

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

         "Certificate Percentage Interest" shall mean with respect to any
Certificate, the percentage interest of ownership in the Trust represented
thereby as set forth on the face thereof.

         "Certificate Register" and "Certificate Registrar" means the register
mentioned and the registrar appointed pursuant to Section 3.4 of the Trust
Agreement.

         "Certificateholder" means the Person in whose name a Certificate is
registered on the Certificate Register.

         "Class" means all of the Notes of a series having the same Final
Scheduled Payment Date, interest rate, priority of payments and designation.

         "Class A Note Interest" means, with respect to any Payment Date, the
sum of the Class A-1 Note Interest, Class A-2 Note Interest, Class A-3 Note
Interest and Class A-4 Note Interest.

         "Class A Noteholder" means the Holder of a Class A Note.

         "Class A Noteholder Approval" means, unless expressly provided to the
contrary, the approval or consent by the Holders of not less than 66-2/3% of the
Aggregate Outstanding Principal Balance of all Outstanding Classes of Class A
Notes collectively.

         "Class A Notes" means, collectively, the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes.

         "Class A Overdue Interest" means, with respect to any Payment Date, the
sum of the Class A-1 Overdue Interest, Class A-2 Overdue Interest, Class A-3
Overdue Interest and Class A-4 Overdue Interest.

         "Class A Overdue Principal" means, with respect to any Payment Date,
the difference, if any, between (a) the Class A Principal Payment Amount due on
the prior Payment Date and (b) the amount of the Class A Principal Payment
Amount (from whatever source) actually paid to Class A Noteholders on the prior
Payment Date.

         "Class A Percentage" means 91.5%.



                                       5


<PAGE>   15


         "Class A Principal Payment Amount" means, with respect to any Payment
Date until the Aggregate Outstanding Principal Balance of the Class A Notes is
reduced to zero, the greater of (I) the sum of (a) the product of (i) the Class
A Percentage and (ii) Principal Collections for the related Collection Period
and (b) the Class A Overdue Principal, if any; provided, however, that (a) on
the Class A-1 Final Scheduled Payment Date, the Class A Principal Payment Amount
shall at least equal the Aggregate Outstanding Principal Balance of the Class
A-1 Notes, (b) on the Class A-2 Final Scheduled Payment Date, the Class A
Principal Payment Amount shall at least equal the Aggregate Outstanding
Principal Balance of the Class A-2 Notes, (c) on the Class A-3 Final Scheduled
Payment Date, the Class A Principal Payment Amount shall at least equal the
Aggregate Outstanding Principal Balance of the Class A-3 Notes and (d) on the
Class A-4 Final Scheduled Payment Date, the Class A Principal Payment Amount
shall at least equal the Aggregate Outstanding Principal Balance of the Class
A-4 Notes and (II) the amount necessary to reduce the Aggregate Outstanding
Principal Balance of the Class A Notes to an amount equal to the Aggregate
Receivable Balance as of the end of the related Collection Period less
$9,103,825.

         "Class A-1 Final Scheduled Payment Date" means August 13, 2002 or
earlier upon redemption, acceleration or otherwise in accordance with the terms
hereof.

         "Class A-1 Interest Rate" means 3.75% per annum.

         "Class A-1 Note Interest" means, (a) with respect to the initial
Payment Date, the product of (x) 1/360 of the Class A-1 Interest Rate times (y)
the actual number of days from and including the Closing Date through the day
immediately preceding the initial Payment Date times (z) the Aggregate
Outstanding Principal Balance of the Class A-1 Notes as of the Closing Date, and
(b) with respect to any subsequent Payment Date, the sum of (i) the product of
(x) 1/360 of the Class A-1 Interest Rate times (y) the actual number of days
from and including the immediately preceding Payment Date through the day
immediately preceding such subsequent Payment Date times (z) the Aggregate
Outstanding Principal Balance of the Class A-1 Notes outstanding as of the
immediately preceding Payment Date after giving effect to all payments of
principal of the Class A-1 Notes on such immediately preceding Payment Date and
(ii) the Class A-1 Overdue Interest, if any.

         "Class A-1 Noteholder" means the holder of a Class A-1 Note.

         "Class A-1 Notes" means the Class of Automobile Receivable-Backed
Notes, Series 2001-A, designated as Class A-1 Notes, issued in accordance with
the provisions of this Indenture.

         "Class A-1 Overdue Interest" means, with respect to any Payment Date,
the difference, if any, between (a) the amount of Class A-1 Note Interest due on
the prior Payment Date and (b) the amount of Class A-1 Note Interest (from
whatever source) actually paid to Class A-1 Noteholders on the prior Payment
Date, plus (to the extent permitted by law) interest on any shortfall in the
payment of interest on the prior Payment Date at the Class A-1 Interest Rate
from and including the prior Payment Date through the day immediately preceding
the Payment Date of such calculation.


                                       6



<PAGE>   16



         "Class A-2 Final Scheduled Payment Date" means May 17, 2004, or earlier
upon redemption, acceleration or otherwise in accordance with the terms hereof.

         "Class A-2 Interest Rate" means 4.14% per annum.

         "Class A-2 Note Interest" means, (a) with respect to the initial
Payment Date, the product of (x) 1/360 of the Class A-2 Interest Rate times (y)
the number of days from and including the Closing Date through the day
immediately preceding the initial Payment Date (calculated on the basis of a
360-day year consisting of twelve 30-day months) times (z) the Aggregate
Outstanding Principal Balance of the Class A-2 Notes as of the Closing Date, and
(b) with respect to any subsequent Payment Date, the sum of (i) the product of
(x) one-twelfth of the Class A-2 Interest Rate times (y) the Aggregate
Outstanding Principal Balance of the Class A-2 Notes outstanding as of the
immediately preceding Payment Date after giving effect to all payments of
principal of the Class A-2 Notes on such immediately preceding Payment Date and
(ii) the Class A-2 Overdue Interest, if any.

         "Class A-2 Noteholder" means the holder of a Class A-2 Note.

         "Class A-2 Notes" means the Class of Automobile Receivable-Backed
Notes, Series 2001-A, designated as the Class A-2 Notes, issued in accordance
with the provisions of this Indenture.

         "Class A-2 Overdue Interest" means, with respect to any Payment Date,
the difference, if any, between (a) the amount of Class A-2 Note Interest due on
the prior Payment Date and (b) the amount of Class A-2 Note Interest (from
whatever source) actually paid to Class A-2 Noteholders on the prior Payment
Date, plus (to the extent permitted by law) interest on any shortfall in the
payment of interest on the prior Payment Date at the Class A-2 Interest Rate
from and including the prior Payment Date through the day immediately preceding
the Payment Date of such calculation.

         "Class A-3 Final Scheduled Payment Date" means September 15, 2005, or
earlier upon redemption, acceleration or otherwise in accordance with the terms
hereof.

         "Class A-3 Interest Rate" means 4.83% per annum.

         "Class A-3 Note Interest" means, (a) with respect to the initial
Payment Date, the product of (x) 1/360 of the Class A-3 Interest Rate times (y)
the number of days from and including the Closing Date through the day
immediately preceding the initial Payment Date (calculated on the basis of a
360-day year consisting of twelve 30-day months) times (z) the Aggregate
Outstanding Principal Balance of the Class A-3 Notes as of the Closing Date, and
(b) with respect to any subsequent Payment Date, the sum of (i) the product of
(x) one-twelfth of the Class A-3 Interest Rate times (y) the Aggregate
Outstanding Principal Balance of the Class A-3 Notes outstanding as of the
immediately preceding Payment Date after giving effect to all payments of
principal of the Class A-3 Notes on such immediately preceding Payment Date and
(ii) the Class A-3 Overdue Interest, if any.

         "Class A-3 Noteholder" means the holder of a Class A-3 Note.


                                       7


<PAGE>   17



         "Class A-3 Notes" means the Class of Automobile Receivable-Backed
Notes, Series 2001-A, designated as the Class A-3 Notes, issued in accordance
with the provisions of this Indenture.

         "Class A-3 Overdue Interest" means, with respect to any Payment Date,
the difference, if any, between (a) the amount of Class A-3 Note Interest due on
the prior Payment Date and (b) the amount of Class A-3 Note Interest (from
whatever source) actually paid to Class A-3 Noteholders on the prior Payment
Date, plus (to the extent permitted by law) interest on any shortfall in the
payment of interest on the prior Payment Date at the Class A-3 Interest Rate
from and including the prior Payment Date through the day immediately preceding
the Payment Date of such calculation.

         "Class A-4 Final Scheduled Payment Date" means May 15, 2008, or earlier
upon redemption, acceleration or otherwise in accordance with the terms hereof.

         "Class A-4 Interest Rate" means 5.40% per annum.

         "Class A-4 Note Interest" means, (a) with respect to the initial
Payment Date, the product of (x) 1/360 of the Class A-4 Interest Rate times (y)
the number of days from and including the Closing Date through the day
immediately preceding the initial Payment Date (calculated on the basis of a
360-day year consisting of twelve 30-day months) times (z) the Aggregate
Outstanding Principal Balance of the Class A-4 Notes as of the Closing Date, and
(b) with respect to any subsequent Payment Date, the sum of (i) the product of
(x) one-twelfth of the Class A-4 Interest Rate times (y) the Aggregate
Outstanding Principal Balance of the Class A-4 Notes outstanding as of the
immediately preceding Payment Date after giving effect to all payments of
principal of the Class A-4 Notes on such immediately preceding Payment Date and
(ii) the Class A-4 Overdue Interest, if any.

         "Class A-4 Noteholder" means the holder of a Class A-4 Note.

         "Class A-4 Notes" means the Class of Automobile Receivable-Backed
Notes, Series 2001-A, designated as the Class A-4 Notes, issued in accordance
with the provisions of this Indenture.

         "Class A-4 Overdue Interest" means, with respect to any Payment Date,
the difference, if any, between (a) the amount of Class A-4 Note Interest due on
the prior Payment Date and (b) the amount of Class A-4 Note Interest (from
whatever source) actually paid to Class A-4 Noteholders on the prior Payment
Date, plus (to the extent permitted by law) interest on any shortfall in the
payment of interest on the prior Payment Date at the Class A-4 Interest Rate
from and including the prior Payment Date through the day immediately preceding
the Payment Date of such calculation.

         "Class B Excess Interest" means, for each Payment Date, that portion,
if any, of the Class B Note Interest that is in excess of the Class B Primary
Note Interest for such Payment Date.

         "Class B Final Scheduled Payment Date" means May 15, 2008, or earlier
upon redemption, acceleration or otherwise in accordance with the terms hereof.


                                       8


<PAGE>   18



         "Class B Interest Rate" means 7.92% per annum.

         "Class B Note Interest" means, (a) with respect to the initial Payment
Date, the product of (x) 1/360 of the Class B Interest Rate times (y) the number
of days from and including the Closing Date through the day immediately
preceding the initial Payment Date (calculated on the basis of a 360-day year
consisting of twelve 30-day months) times (z) the Aggregate Outstanding
Principal Balance of the Class B Notes as of the Closing Date, and (b) with
respect to any subsequent Payment Date, the sum of (i) the product of (x)
one-twelfth of the Class B Interest Rate times (y) the Aggregate Outstanding
Principal Balance of the Class B Notes outstanding as of the immediately
preceding Payment Date after giving effect to all payments of principal of the
Class B Notes on such immediately preceding Payment Date and (ii) the Class B
Overdue Interest, if any.

         "Class B Noteholder" means the Holder of a Class B Note.

         "Class B Noteholder Approval" means, unless expressly provided to the
contrary, the approval or consent by the Holders of not less than 66-2/3% of the
Aggregate Outstanding Principal Balance of the Class B Notes.

         "Class B Notes" means the Class of Automobile Receivable-Backed Notes,
Series 2001-A, designated as Class B Notes, issued in accordance with the
provisions of this Indenture.

         "Class B Overdue Interest" means, with respect to any Payment Date, the
difference, if any, between (a) the amount of Class B Note Interest due on the
prior Payment Date and (b) the amount of Class B Note Interest (from whatever
source) actually paid to Class B Noteholders on the prior Payment Date, plus (to
the extent permitted by law) interest on any shortfall in the payment of
interest on the prior Payment Date at the Class B Interest Rate from and
including the prior Payment Date through the day immediately preceding the
Payment Date of such calculation.

         "Class B Overdue Primary Note Interest" means, with respect to any
Payment Date, the difference, if any, between (a) the amount of Class B Primary
Note Interest due on the prior Payment Date and (b) the amount of Class B
Primary Note Interest (from whatever source) actually paid to Class B
Noteholders on the prior Payment Date, plus (to the extent permitted by law)
interest on any shortfall in the payment of interest on the prior Payment Date
at the Class B Interest Rate from and including the prior Payment Date through
the day immediately preceding the Payment Date of such calculation.

         "Class B Overdue Principal" means, with respect to any Payment Date,
the difference, if any, between (a) the Class B Principal Payment Amount due on
the prior Payment Date and (b) the amount of the Class B Principal Payment
Amount (from whatever source) actually paid to Class B Noteholders on the prior
Payment Date.

         "Class B Percentage" means 6.5%.

         "Class B Primary Note Interest" means, for each Payment Date, the
portion of the Class B Note Interest that is not in excess of (a) with respect
to the initial Payment Date, the product of (x) 1/360 of the Class B Interest
Rate times (y) the number of days from and including the



                                       9


<PAGE>   19


Closing Date through the day immediately preceding the initial Payment Date
(calculated on the basis of a 360-day year consisting of twelve 30-day months)
times (z) the lesser of (A) Aggregate Outstanding Principal Balance of the Class
B Notes as of the Closing Date and (B) the Class B Primary Note Interest Basis
Amount, and (b) with respect to any subsequent Payment Date, the sum of (i) the
product of (x) 1/360 of the Class B Interest Rate times (y) the lesser of (A)
the Aggregate Outstanding Principal Balance of the Class B Notes or (B) the
Class B Primary Notes Interest Basis Amount, in each case outstanding as of the
immediately preceding Payment Date after giving effect to all payments of
principal of the Class B Notes on such immediately preceding Payment Date and
(ii) the Class B Overdue Primary Note Interest, if any.

         "Class B Primary Note Interest Basis Amount" means the amount equal to
the difference between (a) the Aggregate Receivable Balance plus the amount on
deposit in the Reserve Fund plus the amount on deposit in the Pre-Funding
Account and (b) the Aggregate Outstanding Principal Balance of the Class A
Notes.

         "Class B Principal Payment Amount" means, with respect to any Payment
Date (and subject to the provisions contained in Section 5.05(c) clause Tenth)
until the Aggregate Outstanding Principal Balance of the Class B Notes is
reduced to zero, the sum of (a) the product of (i) the Class B Percentage and
(ii) Principal Collections for the related Collection Period and (b) the Class B
Overdue Principal, if any; provided, however, that on the Class B Final
Scheduled Payment Date, the Class B Principal Payment Amount will be the amount
required to reduce the Aggregate Outstanding Principal Balance of the Class B
Notes to zero.

         "Class B Turbo Principal Payment" means the payments, if any, made
pursuant to clause Eleventh of Section 5.05(c).

         "Closing Date" means July 26, 2001.

         "COAF" means Capital One Auto Finance, Inc., a Texas corporation and
its successors and assigns.

         "Code" means the Internal Revenue Code of 1986, as amended, including
any successor or amendatory statutes and U.S. Department of the Treasury
regulations promulgated thereunder.

         "Collateral" means the collateral specified in the Granting Clause of
this Indenture.

         "Collection Account" means the account or accounts established with a
Collection Account Depository for the deposit of all payments received with
respect to the Receivables pursuant to Section 5.01 hereof.

         "Collection Account Depository" means a national bank or banks acting
as the Collection Account Depository under this Indenture, its or their
successors in interest and any successors in interest pursuant to Section
5.04(a) hereof, which has a combined capital and surplus of at least $50,000,000
and whose long-term debt or bank deposit obligations are rated at least Baa3 by
Moody's. The initial Collection Account Depository is Bank of America, N.A..

         "Collection Period" means, with respect to a Payment Date or a
Determination Date immediately preceding any Payment Date, the period beginning
on the first day of the calendar


                                       10


<PAGE>   20



month preceding such Payment Date or Determination Date and ending on the last
day of such calendar month (each such calendar month and portion thereof being
referred to as the "related" Collection Period with respect to a Payment Date or
Determination Date); provided, that the initial Collection Period shall begin on
the Cutoff Date with respect to the Closing Date and shall end on August 31,
2001.

         "Collection Policy" means the written servicing policies and procedures
utilized by COAF in connection with its servicing of the Receivables, a copy of
which is attached to the Servicing Agreement as Exhibit E.

         "Contract Rate" means, with respect to a Receivable, the annual rate of
finance charges stated in the retail installment contract and security agreement
evidencing such Receivable.

         "Contribution Agreement" means the Contribution Agreement dated as of
the Closing Date between the Seller and the Owner Trustee relating to the
transfer of Receivables by the Seller to the Owner Trustee.

         "Controlling Note Class" means the holders of the Class A Notes (voting
together as a single class) as long as any Class A Notes are Outstanding and
thereafter the holders of the Class B Notes as long as any Class B Notes are
Outstanding.

         "Corporate Trust Office" means:

         (a) as used in the Indenture, or otherwise with respect to the
Indenture Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered which office
at date of the execution of the Indenture is located at MAC N9311-161 6th Street
and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services - Asset Backed Administration or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders, the
Servicer and the Owner Trustee, or the principal corporate trust office of any
successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Owner Trustee); and

         (b) as used in the Trust Agreement, or otherwise with respect to the
Owner Trustee, the principal corporate trust office of the Owner Trustee located
at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001; or
at such other address as the Owner Trustee may designate by notice to the
Certificateholders, the Indenture Trustee and the Depositor, or the principal
corporate trust office of any successor the Owner Trustee (the address of which
the successor owner trustee will notify the Certificateholders and Depositors).

         "Costs of Issuance" means those costs which are directly or indirectly
payable by or reimbursable by the Seller and related to the authorization,
issuance, sale and delivery of the Notes, including, but not limited to,
advertising and printing costs, costs of preparation and reproduction of
documents, filing and recording fees, initial fees, charges and expenses of the
Indenture Trustee in its capacity as such (including the Indenture Trustee's
acceptance fee) and as paying agent and registrar, legal fees and expenses
(including outside counsel fees) charges and expenses of the Note Insurer, legal
fees and expenses (including outside counsel fees), Class B Note private
placement fees, the underwriting fees and structuring fees and expenses payable


                                       11


<PAGE>   21



to the Underwriters pursuant to the Underwriting Agreement on the Closing Date,
fees and disbursements of consultants, accountants and professionals, rating
agency fees and expenses, fees and charges for preparation, execution,
transportation and safekeeping of Notes, and any other cost, charge or fee in
connection with the issuance of the Notes set forth in the Underwriting
Agreement and directly or indirectly payable or reimbursable by the Seller.

         "Cram Down Loss" means, with respect to any Receivable (other than a
Defaulted Receivable) as to which any court in any bankruptcy, insolvency or
other similar proceeding issues an order reducing the principal amount to be
paid on such Receivable or otherwise modifies any payment terms with respect
thereto, an amount equal to the greater of (i) the amount of the principal
reduction ordered by such court and (ii) the difference between the principal
balance of such Receivable at the time of such court order and the net present
value (using a discount rate which is the higher of the Contract Rate of such
Receivable or the rate of interest specified by such court order) of the
scheduled payments as modified or restructured. A Cram Down Loss will be deemed
to have occurred on the date of issuance of such court's order.

         "Credit Policy" means, collectively, the written underwriting and
origination policies and procedures utilized by COAF in connection with its
underwriting and origination of the Receivables, a copy of which is attached to
the Servicing Agreement as Exhibit D.

         "Cumulative Net Charge-Off Ratio" means, as of any Determination Date,
the ratio of (i) the aggregate Receivable Balance of Receivables that became
Defaulted Receivables plus all the Cram Down Losses which occurred during the
period from the initial Cutoff Date through the end of the related Collection
Period reduced by the amount of Defaulted Receivable Recoveries received during
such period which are applied to principal of the Defaulted Receivables to (ii)
the sum of (A) the initial Aggregate Receivable Balance of the Initial
Receivables plus (B) the initial aggregate Receivable Balance of the Subsequent
Receivables as of their respective Cutoff Dates.

         "Custodian" means COAF, in its capacity as custodian of the Custodian
Files pursuant to Section 7.18 hereof and its permitted successors and assigns.

         "Custodian File" means, with respect to each Receivable, the following
documents:

         (a) the sole original counterpart of the retail installment contract
and security agreement evidencing each such Receivable and any and all
amendments thereto; and

         (b) the Certificate of Title; provided, however, that in lieu of being
held in the Custodial File the Certificate of Title may be held by a third party
servicer provider engaged by COAF to obtain and hold Certificates of Title for
the owner of the related Receivable.

         "Custodian Receipt" means, with respect to each Custodian File, a
receipt executed by the Custodian, (a) acknowledging delivery to the Custodian
of (i) the executed original counterpart of the retail installment contract and
security agreement evidencing the Receivable; and (ii) the Certificate of Title;
or (b) stating that one or more of the foregoing documents has not been
delivered to the Custodian, or is mutilated or damaged in any material respect.



                                       12



<PAGE>   22


         "Cutoff Date" means, with respect to the Closing Date, the close of
business two (2) Business Days prior to the Closing Date and with respect to a
Funding Date, the close of business two (2) Business Days prior to such Funding
Date.

         "Dealer" means an automobile dealer which sold a Financed Vehicle to an
Obligor and through which the respective Receivable was originated by the
Transferor, which Receivable was assigned by such Dealer to the Transferor
pursuant to the related Dealer Agreement and is being assigned by the Transferor
to the Seller pursuant to the Transfer and Assignment Agreement, transferred by
the Seller to the Owner Trustee pursuant to the Contribution Agreement and
Granted to the Indenture Trustee hereunder; provided, however, that with respect
to Referral Receivables, the term "Dealer" shall mean, collectively, the
automobile dealer which sold a Financed Vehicle to an Obligor and the related
Referral Originator which acquired the Referral Receivable from such dealer and
then assigned such Referral Receivable to the Transferor.

         "Dealer Agreement" means an agreement between a Dealer and the
Transferor regarding the terms and conditions of the acquisition by the
Transferor from such Dealer of Receivables which agreement includes (a) certain
representations, warranties and covenants of such Dealer with respect to the
Receivables sold by such Dealer and (b) the agreement of such Dealer to
repurchase any Receivable with respect to which one or more of such
representations and warranties has been breached; provided, however, that with
respect to Referral Receivables, the term "Dealer Agreement" shall mean,
collectively, the agreement between the Dealer and the applicable Referral
Originator regarding the acquisition by such Referral Originator of Referral
Receivables and the agreement between such Referral Originator and the
Transferor pursuant to which such Referral Receivables were acquired by the
Transferor.

         "Default" means any event which results, or which with the giving of
notice or the lapse of time or both would result, in an Event of Default or an
Event of Servicing Default.

         "Defaulted Receivable" means any Receivable as to which the first of
any of the following has occurred (a) a Scheduled Payment or any portion thereof
is more than 120 days delinquent (or if the related Obligor thereof is insolvent
or has sought protection under the United States Bankruptcy Code, such
Receivable is more than 180 days delinquent), (b) ninety (90) days (after any
Obligor cure period) have elapsed since the Servicer repossessed the related
Financed Vehicle, (c) the related Financed Vehicle has been repossessed and
sold, (d) proceeds have been received which, in the Servicer's good faith
judgment, constitute the final amounts recoverable in respect of such Receivable
or (e) consistent with the Servicer's Collection Policy, the Receivable has been
or should be written off as uncollectible.

         "Defaulted Receivable Deposit Amount" means, as of any date of
calculation with respect to a Defaulted Receivable as to which no repurchase
pursuant to Section 7.02 of the Transfer and Assignment Agreement has occurred,
100% of the outstanding Receivable Balance of the Defaulted Receivable at the
time it became a Defaulted Receivable.

         "Defaulted Receivable Recoveries" means those funds collected from the
Obligor or otherwise on a Defaulted Receivable including Liquidation Proceeds,
but excluding Repurchase Prices and Defaulted Receivable Deposit Amounts.


                                       13


<PAGE>   23



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

         "Delinquency Ratio" means, as of a Determination Date, the ratio of (i)
the aggregate Receivable Balance of Receivables that were Delinquent Receivables
at the end of the related Collection Period to (ii) the Aggregate Receivable
Balance of all Receivables as of the first day of such related Collection
Period.

         "Delinquent Receivable" means any Receivable (other than a Defaulted
Receivable) as to which any Scheduled Payment remains unpaid for more than sixty
(60) days from the date on which it is due and payable.

         "Delivery" when used with respect to Account Property means:

         (a) with respect to bankers' acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute "instruments"
within the meaning of Section 9-102(47) of the UCC and are susceptible of
physical delivery, transfer thereof to the Indenture Trustee by physical
delivery to the Indenture Trustee indorsed to, or registered in the name of, the
Indenture Trustee or indorsed in blank, and, with respect to a certificated
security (as defined in Section 8-102 (a)(4) of the UCC) when (i) the Indenture
Trustee acquires possession of the security certificate (as defined in Section
8-102(a)(16) of the UCC); (ii) another person, other than a securities
intermediary (as defined in Section 8-102(a)(14) of the UCC), either acquires
possession of the security certificate on behalf of the Indenture Trustee or,
having previously acquired possession of the certificate, acknowledges that it
holds for the Indenture Trustee; or (iii) a securities intermediary acting on
behalf of the Indenture Trustee acquires possession of the security certificate,
if the certificate is in registered form and has been specially indorsed (as
defined in Section 8-304(a) of the UCC) to the Indenture Trustee by an effective
endorsement (all of the foregoing, "Physical Property"), and, in any event, any
such Physical Property in registered form shall be in the name of the Indenture
Trustee or its nominee; and such additional or alternative procedures as may
hereafter become appropriate to effect the complete transfer of ownership of any
such Account Property to, and control (as defined in Section 8-106 of the UCC)
by, the Indenture Trustee (as defined herein), consistent with changes in
applicable law or regulations or the interpretation thereof;

         (b) with respect to any securities issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that is a book-entry security held through the Federal Reserve
System pursuant to Federal book-entry regulations, the following procedures, all
in accordance with applicable law, including applicable federal regulations and
Articles 8 and 9 of the UCC: book-entry registration of such security to an
appropriate book-entry account maintained with a Federal Reserve Bank by a
securities intermediary which is also a "depositary" pursuant to applicable
federal regulations and issuance by such securities intermediary of a deposit
advice or other written confirmation of such book-entry registration to the
Indenture Trustee of the purchase by the Indenture Trustee of such book-entry
securities; the making by such securities intermediary of entries in its books
and records identifying such book-entry security held through the Federal
Reserve System pursuant to Federal book-entry regulations as belonging to the
Indenture Trustee acting in its capacity under Section 5.07 and indicating that
such custodian holds such Account Property solely as agent for the Indenture
Trustee; and such additional or alternative procedures as may hereafter become


                                       14


<PAGE>   24


appropriate to effect complete transfer of ownership of any such Account
Property to, and control (as defined in Section 8-106 of the UCC), by, the
Indenture Trustee, consistent with changes in applicable law or regulations or
the interpretation thereof; and

         (c) with respect to any item of Account Property which is a financial
asset (as defined in section 8-102(a)(9) of the UCC) that is not governed by
clause (a) or (b) above, when the Indenture Trustee acquires control (as defined
in Section 8-106 of the UCC), of a security entitlement (as defined in Section
8-102(a)(17) of the UCC) therein by reason of a securities intermediary: (i)
indicating by book entry that such financial asset has been credited to the
Indenture Trustee's security account (as defined in Section 8-501(a) of the
UCC); (ii) receiving such financial asset for the Indenture Trustee and
accepting it for credit to the Indenture Trustee's securities account; or (iii)
becoming obligated under other law, regulation, or rule to credit such financial
asset to the Indenture Trustee's securities account.

         "Delivery Date" has the meaning specified in Section 2.16(b) hereof.

         "Depositor" means Seller in its capacity as Depositor under the Trust
Agreement.

         "Determination Date" means, with respect to a Payment Date or a
redemption date, the last Business Day of the calendar month immediately
preceding the month of such Payment Date or redemption date.

         "Eligible Account" means either (a) a segregated account or accounts
maintained with an institution whose deposits are insured by the Federal Deposit
Insurance Corporation, the unsecured and uncollateralized long term debt
obligations of which institution shall be rated "AA" or higher by S&P and "Aa2"
or higher by Moody's and in the highest short term rating by each of the Rating
Agencies, and which is (i) a federal savings and loan association duly
organized, validly existing and in good standing under the federal banking laws,
(ii) an institution duly organized, validly existing and in good standing under
the applicable banking laws of any state, (iii) a national banking association
duly organized, validly existing and in good standing under the federal banking
laws, (iv) a principal subsidiary of a bank holding company, or (v) approved in
writing by the Note Insurer and as to which each of the Rating Agencies has
indicated that the use of such account shall not cause the withdrawal of its
rating on any Class A Notes or (b) a segregated trust account or accounts
maintained with the trust department of a federal or state chartered depository
institution acceptable to each Rating Agency and the Note Insurer, having
capital and surplus of not less than $100,000,000, acting in its fiduciary
capacity.

         "Eligible Investments" means any one or more of the following
obligations or securities:

         (a) (i) direct interest-bearing obligations of, and interest-bearing
obligations guaranteed as to payment of principal and interest by, the United
States or any agency or instrumentality of the United States the obligations of
which are backed by the full faith and credit of the United States; and (ii)
direct interest-bearing obligations of, and interest-bearing obligations
guaranteed as to payment of principal and interest by, the Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation, but only if,
at the time of investment, such obligations are assigned the highest credit
rating by each Rating Agency;



                                       15



<PAGE>   25


         (b) demand and time deposits in, certificates of deposit of, or
bankers acceptances issued by, any depository institution or trust company
(including the Indenture Trustee or any affiliate of the Indenture Trustee,
acting in their respective commercial capacities) incorporated under the laws of
the United States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, the commercial paper or
other short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution which is the principal
subsidiary of a holding company, the commercial paper or other short-term debt
obligations of such holding company) having a rating of no less than "A-1" by
Standard & Poor's and "P-1" by Moody's;

; provided, however, that in order to be an "Eligible Investment" such security
or obligation must have characteristics consistent with the Trust's status as a
"Qualifying SPE" (within the meaning of the Statement of Financial Accounting
Standards No. 140 ("FAS 140")) under FAS 140 or any successor accounting
standard thereto, including but not limited to being a passive non-voting
security or obligation.

         (c) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or any
State thereof which have a rating of no less than "A-1" by Standard & Poor's and
"P-1" by Moody's, provided, however, that securities issued by any particular
corporation will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Trust Property to exceed ten percent
(10%) of the sum of the Aggregate Outstanding Principal Balance of the Notes of
each Class and the aggregate principal amount of all Eligible Investments held
as part of the Trust Property;

         (d) commercial paper (including both non-interest bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the closing date thereof) having the highest
commercial paper rating from Standard & Poor's and Moody's;

         (e) money market mutual funds registered under the 1940 Act which
invest only in other Eligible Investments, having a rating, at the time of such
investment, of no less than "Aaa" by Moody's and "AAAm" by Standard & Poor's; or

         (f) any investment approved in writing by the Note Insurer and with
respect to which there is written evidence that such investment will not result
in a downgrading or withdrawal of the rating on any Class A Note by a Rating
Agency.

         The Indenture Trustee may purchase from or sell to itself or an
Affiliate, as principal or agent, the Eligible Investments listed above. All
Eligible Investments in a pledged Account shall be made in the name of the
Indenture Trustee for the benefit of the Noteholders and the Note Insurer.

         "Eligible Receivable" means a Receivable meeting all of the
requirements of Section 3.02(b) of the Transfer and Assignment Agreement as of
the Closing Date or the applicable Funding Date, as the case may be.


                                       16



<PAGE>   26


         "Eligible Servicer" means the Servicer or an entity which, at the time
of its appointment as Servicer, (a) is legally qualified and has the capacity to
service the Receivables, (b) has demonstrated the ability to professionally and
competently service a portfolio of motor vehicle retail installment sale
contracts in accordance with high standards of skill and care and (c) is
approved in writing by the Note Insurer. The determination of the qualifications
specified in subsections (a) and (b) of this definition shall be made by the
Indenture Trustee with the prior written approval by the Note Insurer.

         "Event of Default" has the meaning specified in Section 9.01 of this
Indenture.

         "Event of Insolvency" has the meaning specified in Section 9.01 of this
Indenture.

         "Event of Servicing Default" has the meaning specified in Article V of
the Servicing Agreement.

         "Excess Receipts" means, with respect to any Payment Date, any amounts
remaining in the Revenue Fund after all other amounts therein have otherwise
been paid out or disbursed on such Payment Date pursuant to Section 5.05(c)
clauses First through Sixteenth hereof and the owner of which shall be the
Seller, subject, however, to the proviso set forth in Section 5.05(c) clause
Seventeenth.

         "Extended Service Agreement" shall mean a service contract covering
repairs to a Financed Vehicle, entered into between the related Obligor and the
related Dealer at the time of origination of the related Receivable and the cost
of which is included in the Amount Financed.

         "Final Scheduled Payment Date" means, with respect to the Class A-1
Notes, the Class A-1 Final Scheduled Payment Date; with respect to the Class A-2
Notes, the Class A-2 Final Scheduled Payment Date; with respect to the Class A-3
Notes, the Class A-3 Final Scheduled Payment Date; with respect to the Class A-4
Notes, the Class A-4 Final Scheduled Payment Date; and with respect to the Class
B Notes, the Class B Final Scheduled Payment Date.

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

         "Financing Statement" means, collectively, the Transferor Financing
Statement, the Seller Financing Statement and the Owner Trustee Financing
Statement.

         "Fiscal Agent" shall have the meaning ascribed to such term as set
forth in the Note Guaranty Insurance Policy.

         "Fitch" means Fitch Inc.

         "Funding Date" means a date occurring not more than once per calendar
week during the Funding Period and on which the Subsequent Receivables are
transferred by the Transferor to the Seller, contributed by the Seller to the
Owner Trustee and Granted by the Owner Trustee to the Indenture Trustee.


                                       17


<PAGE>   27


         "Funding Period" means the period beginning on the Closing Date and
ending upon the earliest to occur of (i) the last day of the third full calendar
month following the Closing Date, (ii) the date upon which an Event of Default
occurs and (iii) the date on which the amount on deposit in the Pre-Funding
Amount has been reduced to $10,000 or less.

         "Grant" means to pledge, create and grant a first priority security
interest in and with regard to property. A Grant of a Receivable or of any other
instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including without limitation the
immediate and continuing right to claim for, collect, receive and give receipts
for principal and interest payments in respect of such collateral and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring proceedings in the name of the granting party or otherwise, and generally
to do and receive anything which the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

         "Holder" means a Noteholder and, as the context requires, the holder of
the Certificate.

         "Indenture" or "this Indenture" means this Indenture as of the date
hereof, as supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof. All references in
this Indenture to designated "Sections," "Subsections" and other subdivisions
are to the designated Sections, Subsections and other subdivisions of this
Indenture. The words "herein," "hereof," "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Section,
Subsection or other subdivision.

         "Indenture Trustee" means Wells Fargo Bank Minnesota, National
Association, until a successor Person shall have become the Indenture Trustee
pursuant to the applicable provisions of this Indenture, and thereafter
"Indenture Trustee" means such successor Person.

         "Indenture Trustee Fee" means the fee payable to the Indenture Trustee
for services rendered, determined pursuant to the fee agreement between the
Indenture Trustee and COAF, a copy of which is attached hereto as Exhibit H.

         "Independent" means, when used with respect to any specified Person,
that the Person (i) is in fact independent of the Trust, the Owner Trustee, any
other obligor upon the Notes, the Seller and any Affiliate of any of the
foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Trust, the Trust Property or the
Owner Trustee, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons and (iii) is not connected with the Trust, or the Owner
Trustee, any such other obligor, the Seller or any Affiliate of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 14.01 of this
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of


                                       18


<PAGE>   28


reasonable care, and such opinion or certificate shall state that the signer has
read the definition of "Independent" in this Indenture and that the signer is
Independent within the meaning thereof.

         "Independent Director" means any person who (a) is not and for the
prior five years has not been (i) a stockholder, officer, director, partner or
employee or a significant customer, creditor, supplier or independent contractor
of the Seller, its ultimate parent or any subsidiaries or Affiliates thereof, or
(ii) a member of the immediate family of any person described above, and (b)
does not directly or indirectly own any membership interest of the Seller or any
of its Affiliates.

         "Independent Public Accountants" means any of (a) Arthur Andersen LLP,
(b) Deloitte & Touche, (c) PriceWaterhouseCoopers, LLP, (d) Ernst & Young LLP,
(e) KPMG Peat Marwick LLP, (f) any successor to any of the foregoing or (g) any
other firm approved by the Note Insurer or, if a Note Insurer Default has
occurred and is continuing, the Noteholders constituting Noteholder Approval;
provided, that such firm is independent with respect to the Servicer within the
meaning of the Securities Act.

         "Initial Receivables" means the Receivables acquired by the Seller from
the Transferor, contributed to the Owner Trustee and Granted to the Indenture
Trustee on the Closing Date.

         "Initial Reserve Fund Deposit" means an amount equal to $8,771,845.88
which is (a) 0.98% of the Aggregate Receivable Balance as of the initial Cutoff
Date plus (b) $783,921.62, which is the amount expected to cover the negative
arbitrage with respect to funds deposited in the Pre-Funding Account after the
Closing Date.

         "Insurance Agreement" means the Insurance Agreement dated as of the
Closing Date among the Note Insurer, the Owner Trustee, the Seller, the
Transferor, the Servicer, and the Indenture Trustee.

         "Insurance Agreement Event of Default" has the meaning specified in
Article I of the Insurance Agreement.

         "Insurance Proceeds" means, with respect to a Financed Vehicle and the
related Receivable, any amount received during the related Collection Period
pursuant to any risk default policy, physical damage policy or any other
casualty insurance policy required to be maintained by an Obligor pursuant to
the related Receivable that covers physical damage to the Financed Vehicle
(including policies procured by the Transferor or the Servicer on behalf of such
Obligor), which shall be allocated first, to interest on and second, to the
principal balance of such Receivable, all of which amounts shall be deposited to
the Collection Account.

         "Insurer Insolvency" means (a) the entry of a decree or order of a
court or agency having jurisdiction in respect of the Note Insurer in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law or appointing a conservator or receiver or liquidator
or rehabilitator or other similar official of the Note Insurer or of any
substantial part of its property, or the entering of an order for the winding up
or liquidation of the affairs of the Note Insurer and the continuance of any
such decree or order undischarged or unstayed and in force for a period of
ninety (90) consecutive days; (b) the Note Insurer shall consent to the
appointment of a conservator or receiver or liquidator or other similar official
in any insolvency,


                                       19




<PAGE>   29


readjustment of debt, marshaling of assets and liabilities, rehabilitation or
similar proceedings of or relating to the Note Insurer or of or relating to all
or substantially all of its property; or (c) the Note Insurer shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of or otherwise voluntarily commence a case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payments of its obligations.

         "Issuance Fund" means the account by that name established pursuant to
Section 5.01 hereof.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Owner Trustee by an Authorized Officer and delivered
to the Indenture Trustee.

         "Late Payment Rate" has the meaning set forth in the Insurance
Agreement.

         "Lien" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind other than liens for taxes due and payable after the
respective Cutoff Date, mechanics' liens filed after such Cutoff Date and any
liens that attach after such Cutoff Date by operation of law.

         "Limited Guaranty" means the Guaranty dated as of the Closing Date
issued by Capital One Financial Corporation for the benefit of the Owner
Trustee, the Note Insurer and the Indenture Trustee.

         "Limited Liability Company Agreement" means the Amended and Restated
Limited Liability Company Agreement dated as of July 26, 2001 of Capital One
Auto Receivables, LLC.

         "Liquidated Receivable" means any Receivable liquidated by the Servicer
through sale of the Financed Vehicle or otherwise.

         "Liquidation Proceeds" means the moneys collected from whatever source,
during the respective Collection Period, on a Liquidated Receivable, including
Insurance Proceeds but excluding Repurchase Prices and Defaulted Receivable
Deposit Amounts, net of any amounts required by law to be remitted to the
related Obligor; such proceeds shall be applied: first, to principal due on the
Receivable; second, to interest due on the Receivable; and third, to outstanding
late fees and prepayment charges allowed by applicable law.

         "Loan to Value Ratio" means, with respect to any Receivable, the ratio
of (x) the original Receivable Balance to (y) either (a) with respect to a
Receivable arising from the sale of a new Financed Vehicle, the manufacturer's
wholesale price or (b) with respect to a Receivable arising from the sale of a
used Financed Vehicle, the wholesale value of such Financed Vehicle at the date
of origination of the Receivable as set forth in the NADA Used Car Guide for the
appropriate region.

         "Maturity Event" means the failure of the Owner Trustee to pay the
entire Outstanding Principal Balance of all of the Class A Notes on or prior to
the date which is three (3) months after the Class A-4 Final Scheduled Payment
Date.


                                       20



<PAGE>   30


         "Monthly Available Funds" means, with respect to the immediately
preceding Collection Period, (a) collections and payments received with respect
to the Receivables and other items of Trust Property, including, without
limitation, Actual Payments, Repurchase Prices, Insurance Proceeds, and
Defaulted Receivable Recoveries representing cleared funds transferred from the
Collection Account to the Revenue Fund and (b) earnings on Eligible Investments
on deposit in the Revenue Fund, the Collection Account and the Reserve Fund as
reported in the Monthly Servicer Report with respect to such Collection Period.

         "Monthly Servicer Report" means a report substantially in the form of
Exhibit A-1 to the Servicing Agreement, delivered to the Indenture Trustee by
the Servicer pursuant to the Servicing Agreement.

         "Moody's" means Moody's Investors Service, Inc. and its successors and
assigns.

         "1940 Act" means the Investment Company Act of 1940, as amended.

         "Nonconforming Receivable" means a Receivable with respect to which it
is determined, at any time, that the Transferor, the Seller or the Owner Trustee
breached one or more of the representations or warranties defining Eligible
Receivables contained in the Transfer and Assignment Agreement, the Contribution
Agreement or this Indenture, respectively, at the time of transfer by the
Transferor to the Seller under the Transfer and Assignment Agreement, or
contribution by the Seller to the Owner Trustee under the Contribution Agreement
or Grant by the Owner Trustee to the Indenture Trustee hereunder, unless such
breach has been waived, in writing, by the Note Insurer.

         "Nonpayment" means that on the Transfer Date relating to any Payment
Date, there exists a Deficiency Amount (as defined in the Policy).

         "Note" or "Notes" means the Class A Notes and the Class B Notes, issued
in accordance with the provisions of this Indenture. The term "Notes"
specifically does not include the Certificate.

         "Note Depository Agreement" means the Letter of Representation among
the Owner Trustee, the Indenture Trustee and the Depository Trust Company, as
the initial Clearing Agency, dated as of the Closing Date, relating to the Class
A Notes, the same as may be amended or supplemented from time to time.

         "Note Guaranty Insurance Policy" or "Policy" means the Note Guaranty
Insurance Policy dated the Closing Date issued by the Note Insurer with respect
to the Class A Notes.

         "Note Insurer" means MBIA Insurance Corporation, a New York stock
insurance corporation, and its successors and assigns.

         "Note Insurer Default" means the occurrence and continuation of any of
the following events: (a) the Note Insurer fails to make a payment required
under the Note Guaranty Insurance Policy in accordance with its terms or (b) the
occurrence of an Insurer Insolvency; provided, however, that all rights of the
Note Insurer shall be immediately reinstated following a cure of such Note
Insurer Default.


                                       21



<PAGE>   31



         "Note Owner" with respect to a Book-Entry Note, the Person who is the
beneficial owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an Indirect
Participant, in each case in accordance with the rules of such Clearing Agency).

         "Note Register" and "Note Registrar" have the meanings specified in
Section 2.07.

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

         "Noteholder Approval" means, unless expressly provided to the contrary,
the approval or consent by the Holders of not less than 66-2/3% Aggregate
Outstanding Principal Balance of the Outstanding Notes of all Classes,
collectively.

         "Notice of Funding" means a notice in the form of Exhibit E hereto.

         "Obligor" means, with respect to a Receivable, the purchaser or
co-purchasers of the Financed Vehicle and any other Person who owes payments
under such Receivable whether as maker, co-maker, guarantor or otherwise.

         "Officer's or Officers' Certificate" means a certificate signed by an
Authorized Officer or two Authorized Officers, respectively.

         "Opinion of Counsel" means a written opinion of counsel who may, except
as otherwise expressly provided in this Indenture, be outside counsel for the
Trust or the Indenture Trustee and who shall be satisfactory to the Indenture
Trustee and the Note Insurer.

         "Original Principal Balance" means with respect to any Class or group
of Classes of Notes, the original stated principal balance of such Class or
group of Classes of Notes, as of the Closing Date.

         "Outstanding" means with respect to all, or any Class or group of
Classes of, Notes as of the date of determination, all such Notes authenticated
on or prior to such date and delivered under this Indenture except:

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

         (b) Notes or portions thereof for whose payment money in the necessary
amount in redemption thereof has been theretofore deposited with the Indenture
Trustee in trust for the Holders of such Notes;

         (c) Notes in exchange for or in lieu of which other Notes of the same
Class have been authenticated and delivered pursuant to this Indenture; and

         (d) Notes alleged to have been destroyed, lost or stolen for which
replacement Notes of the same Class have been issued as provided for in Section
2.08 unless proof satisfactory to the Indenture Trustee is presented that any
such Notes are held by a bona fide purchaser;



                                       22



<PAGE>   32


         provided, however, that in determining whether the Noteholders of the
requisite percentage of the Aggregate Outstanding Principal Balance of the Class
A Notes or Class B Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Notes of such Class owned by the
Transferor, the Seller, the Owner Trustee or any Affiliate thereof shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, or waiver, only
Notes which the Indenture Trustee actually knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee, in its sole discretion, the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Transferor, the Seller,
the Owner Trustee or any Affiliate thereof.

         "Outstanding Principal Balance" means, with respect to any Note as of
any date of determination, the difference between (x) the Original Principal
Balance of such Note, and (y) all prior payments, if any, made with respect to
principal on such Note.

         "Owner Trustee" means Wilmington Trust Company, a Delaware-chartered
bank and trust company, not in its individual capacity but solely as the Owner
Trustee of Capital One Auto Finance Trust 2001-A under the Trust Agreement, and
any successor Owner Trustee under the Trust Agreement.

         "Owner Trustee Fee" means the fee payable to the Owner Trustee for
services rendered, determined pursuant to the fee agreement between Wilmington
Trust Company, in its individual capacity, and COAF.

         "Owner Trustee Financing Statement" means a UCC-1 financing statement
naming the Indenture Trustee as the secured party/creditor and the Owner Trustee
as the debtor.

         "Ownership Interest" means, with respect to any Note, any ownership
interest in such Note, including any interest in such Note as the Noteholder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

         "Paying Agent" means: (a) when used in the Indenture or otherwise with
respect to the Notes, the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 7.08 of
this Indenture and is authorized by the Owner Trustee to make the payments to
and distributions from the Revenue Fund, including payment of principal of or
interest on the Notes on behalf of Owner Trustee; and (b) when used in the Trust
Agreement or otherwise with respect to the Certificates, the Owner Trustee or
any other payment agent or co-paying agent appointed pursuant to Section 3.9 of
the Trust Agreement.

         "Payment Date" means the 15th day of each month during which any of the
Notes remain Outstanding (provided, if any such date is not a Business Day, then
the Payment Date shall be the next succeeding Business Day) beginning on
September 17, 2001. To the extent set forth in this Indenture, if the Aggregate
Outstanding Principal Balance of the Class A-1 Notes has not been reduced to
zero on or before the Class A-1 Final Scheduled Payment Date, the Indenture


                                       23


<PAGE>   33


Trustee will be required to make payments to the Class A-1 Noteholders on the
Class A-1 Final Scheduled Payment Date.

         "Perfection Representations" means the representations, warranties and
covenants set forth in Schedule 2 attached hereto.

         "Perfection UCCs" means, with respect to each Receivable and the
related Trust Property, (a) the date stamped original of the filed Transferor
Financing Statement covering such Receivable and the related Trust Property, (b)
the date stamped original of the filed Seller Financing Statement covering such
Receivable and the related Trust Property, (c) the date stamped original of the
filed Owner Trustee Financing Statement covering such Receivable and the related
Trust Property and (d) the date stamped original of the filed Termination
Statements releasing the liens held by creditors of the Transferor covering such
Receivable and the related Trust Property, or, in the case of (d) above, one of
(y) a copy of search results performed by a national search company, or (z) a
copy of search results obtained through a national data base system, indicating
that such Termination Statements have been filed in the UCC filing offices of
the States in which the Financing Statements being terminated were originally
filed.

         "Performance Guarantor" means Capital One Financial Corporation or any
successor thereto under the Limited Guaranty.

         "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, limited liability partnership, joint
stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

         "Physical Property" has the meaning set forth in paragraph (a) of the
definition of "Delivery" herein.

         "Predecessor Notes" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note.

         "Pre-Funding Account" means the account by that name established
pursuant to Section 5.01 and maintained pursuant to Section 5.09.

         "Premium" means the insurance premium payable to the Note Insurer
pursuant to the Insurance Agreement.

         "Principal Collections" means, with respect to any Payment Date, the
sum, without duplication, of: (a) the principal portion of all Scheduled
Payments collected during the preceding Collection Period with respect to each
Receivable that has not become a Defaulted Receivable, (b) for each Receivable
that became a Defaulted Receivable during the related Collection Period (other
than a Defaulted Receivable with respect to which a repurchase has occurred),
the Defaulted Receivable Deposit Amount, (c) the principal portion of all
prepayments received during the preceding Collection Period; (d) the Receivable
Balance of


                                       24



<PAGE>   34



each Receivable immediately prior to repurchase that became a Repurchased
Receivable under an obligation that arose during the preceding Collection
Period; (e) all Cram Down Losses which occurred during the related Collection
Period, to the extent not included in prior Principal Collections on prior
Payment Dates; and (f) the principal portion of Insurance Proceeds collected
during the preceding Collection Period; provided, however, that in calculating
the Principal Collections the following will be excluded: (x) all payments and
proceeds of any Repurchased Receivables the Repurchase Price of which has been
included in the Principal Collections in a prior Collection Period, (y)
Liquidation Proceeds attributable to principal on Liquidated Receivables
included in the Principal Collections in a prior Collection Period and (z)
Defaulted Receivable Recoveries with respect to Defaulted Receivables for which
Defaulted Receivable Deposit Amounts were included in the Principal Collections
in a prior Collection Period.

         "Prospectus" means, collectively, the Preliminary Prospectus
Supplement, dated July 10, 2001 to the Prospectus dated July 10, 2001, and the
Prospectus Supplement, dated July 12, 2001, to the Prospectus dated July 10,
2001, each relating to the offer and sale of the Class A Notes on the Closing
Date.

         "Rating Agencies" means Standard & Poor's, Moody's and Fitch.

         "Receivable" means the obligation of an Obligor, as evidenced by a
retail installment contract and security agreement substantially in one of the
forms included in Exhibit B to the Transfer and Assignment Agreement, or such
other forms as may be added by amendment or supplement to the Transfer and
Assignment Agreement.

         "Receivable Balance" means with respect to a Simple Interest
Receivable, the Simple Interest Receivable Balance and, with respect to a
Scheduled Interest Receivable, the Scheduled Interest Receivable Balance.

         "Receivables Pool" means, with respect to any date of determination,
all the Receivables then Granted to the Indenture Trustee pursuant to the terms
of this Indenture.

         "Receivables Purchase Price" means, with respect to any Receivables,
98% of the Aggregate Receivable Balance of such Receivables as of the applicable
Cutoff Date plus the right to receive interest accrued thereon prior to such
Cutoff Date if paid by the respective Obligor after such Cutoff Date.

         "Record Date" means, with respect to a Payment Date or a redemption
date, (i) in the case of Notes maintained in book-entry form, the close of
business on the Business Day prior to such Payment Date or redemption date, and
(ii) in the case of Definitive Notes, the close of business on the last day of
the calendar month immediately preceding the month of such Payment Date or
redemption date.

         "Redemption Date" means the Payment Date fixed for the optional
redemption of the Notes under Section 6.02 of this Indenture.

         "Referral Originator" means a bank, finance company, car rental company
or factory authorized dealer or its affiliates or any other entity approved in
writing by the Note Insurer


                                       25



<PAGE>   35



which has entered into an agreement with the Transferor regarding the purchase
by the Transferor of Receivables from such entity.

         "Referral Receivable" means a Receivable originated by a Referral
Originator through the COAF referral program which has been validly assigned to
the Transferor, but for which the Transferor is not noted as the lienholder on
the related Certificate of Title.

         "Reimbursement Obligations" means the sum of (a) the aggregate
unreimbursed amount of any payments made by the Note Insurer under the Note
Guaranty Insurance Policy, together with interest on such amount from the date
of payment by the Note Insurer until paid in full at a rate of interest equal to
the Late Payment Rate (as defined in the Insurance Agreement), (b) all costs and
expenses of the Note Insurer in connection with any action, proceeding or
investigation affecting the Trust, the Trust Estate or the rights or obligations
of the Note Insurer hereunder or under the Note Guaranty Insurance Policy or the
Transaction Documents, including (without limitation) any judgment or settlement
entered into affecting the Note Insurer or the Note Insurer's interests,
together with interest thereon at a rate equal to the Late Payment Rate and (c)
any other amounts owed to the Note Insurer under the Insurance Agreements,
together with interest thereon at a rate equal to the Late Payment Rate.

         "Re-Liening Expenses" means the fees and expenses incurred by the
Indenture Trustee following the occurrence of a Re-Liening Trigger in connection
with the amendment of title documents or other evidence of lien with respect to
the Financed Vehicles to reflect the security interest of the Indenture Trustee
in such Financed Vehicles.

         "Re-Liening Trigger" means the occurrence of one or more of the
following:

         (a) COAF shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, marshaling of assets and liabilities or similar
proceedings or relating to COAF or relating to all or substantially all of the
property of COAF, or a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator or receiver or liquidator in any insolvency, marshaling of assets
and liabilities or similar proceedings shall have been entered against COAF; or
COAF shall admit in writing its inability to pay all or substantially all of its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute or make an assignment of all or
substantially all of its property for the benefit of its creditors;

         (b) one or more courts of competent jurisdiction have issued final,
non-appealable orders to the effect that the Indenture Trustee is not the
secured party with respect to Financed Vehicles financed under Receivables with
an initial aggregate Receivable Balance (as of the date upon which such
Receivables were acquired by COAF), equal to 5.0% or more of the Aggregate
Receivable Balance as of the Closing Date; or

         (c) an Event of Default.

         "Repurchase Price" means 100% of the outstanding Receivable Balance of
a Receivable (without giving effect to any previous reduction in the Receivable
Balance as a result of such Receivable becoming a Defaulted Receivable) on the
date of repurchase, plus the pro rata portion of the accrued and unpaid
Servicing Fee and Premium allocable to such Receivable, plus accrued


                                       26



<PAGE>   36


and unpaid interest, if any, to the date of repurchase provided for in the
retail installment contract evidencing such Receivable.

         "Repurchased Receivable" means a Receivable released from the lien
hereof pursuant to Section 2.15 hereof and, if applicable, transferred to the
Seller pursuant to the Contribution Agreement and repurchased by the Transferor
pursuant to the Transfer and Assignment Agreement.

         "Reserve Fund" means the account by that name established pursuant to
Section 5.01 hereof and maintained pursuant to Section 5.10 hereof.

         "Reserve Fund Minimum" means on any date of determination an amount
which shall be equal to 0.98% of the sum of the Aggregate Receivable Balance as
of the initial Cutoff Date and the Aggregate Receivable Balance of all
Subsequent Receivables as of their respective Cutoff Dates; provided, however,
that on any date of determination prior to the end of the Funding Period, the
"Reserve Fund Minimum" shall equal the amount set forth above plus an amount
equal to any remaining funds on deposit in the Reserve Fund which were deposited
therein on the Closing Date to cover the negative arbitrage with respect to the
funds deposited in the Pre-Funding Account on the Closing Date.

         "Reserve Fund Requirement" means, with respect to the Closing Date, the
Initial Reserve Fund Deposit. Following the Closing Date, the Reserve Fund
Requirement, on each Payment Date, shall be equal to the Reserve Fund Minimum;
provided, that, (i) on each Payment Date related to a Collection Period during
which an Accelerated Reserve Fund Event has occurred and is continuing, and
thereafter (unless such Accelerated Reserve Fund Event has been cured) the
Reserve Fund Requirement, on each Payment Date, shall be equal to the greater of
(i) 6.00% of the Aggregate Outstanding Principal Balance of the Class A Notes
after giving effect to the Class A Principal Payment Amount paid on such Payment
Date and (ii) 3.00% of the sum of the Aggregate Receivable Balance as of the
initial Cutoff Date and the aggregate Receivable Balance of all Subsequent
Receivables as of their respective Cutoff Dates and provided, further, however,
that on each Payment Date on which the Aggregate Outstanding Principal Balance
of the Class A Notes plus the Aggregate Outstanding Principal Balance of the
Class B Notes, after giving effect to the Class A Principal Payment Amount and
Class B Principal Payment Amount paid on such Payment Date, is less than
$9,103,825, the Reserve Fund Requirement shall equal the Aggregate Outstanding
Principal Balance of the Class A Notes plus the Aggregate Outstanding Principal
Balance of the Class B Notes, after giving effect to the Class A Principal
Payment Amount and the Class B Principal Payment Amount paid on such Payment
Date.

         "Responsible Officer" means, when used with respect to the Indenture
Trustee, any officer assigned to the Corporate Trust Office of the Indenture
Trustee (or any successor thereto), including any Vice President, Senior Trust
Officer, Trust Officer, Authorized Signer, Assistant Trust Officer, any
Assistant Secretary, any trust officer or any other officer of the Indenture
Trustee customarily performing functions similar to those performed by any of
the above designated officers and having direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.


                                       27


<PAGE>   37


         "Revenue Fund" means the fund by that name established pursuant to
Section 5.01 hereof.

         "S&P" or "Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc., a corporation organized and
existing under the laws of the State of Delaware, and its successors and
assigns.

         "Schedule of Receivables" means, as the context may require, (i) the
schedule of Initial Receivables or Subsequent Receivables, as the case may be,
transferred to the Seller by the Transferor, contributed to the Owner Trustee by
the Seller and Granted to the Indenture Trustee by the Owner Trustee on the
Closing Date or a Funding Date, respectively, which schedule is attached to an
assignment substantially in the form of Exhibit D hereto, or (ii) collectively,
the schedules of all Receivables assigned to the Seller by the Transferor,
contributed to the Owner Trustee by the Seller and Granted to the Indenture
Trustee by the Owner Trustee as of the date of determination.

         "Scheduled Interest Receivable" means any Receivable under which the
portion of a payment allocable to earned interest (which may be referred to in
the related contract as an add-on finance charge) and the portion allocable to
the Amount Financed is determined according to the sum of periodic balances, the
sum of monthly balances, the "Rule of 78's" or any equivalent method.

         "Scheduled Interest Receivable Balance" means, with respect to any
Scheduled Interest Receivable, as of the close of business on the related Cutoff
Date, or the last day of a Collection Period, the gross principal balance of
such Scheduled Interest Receivable on the records of the Servicer as of the
related Cutoff Date, net of unearned or accrued interest reflected therein minus
(i) that portion of all payments received with respect to such Scheduled
Interest Receivable since the related Cutoff Date allocable to principal of such
Scheduled Interest Receivable using the actuarial or constant yield method, (ii)
any payment of the Repurchase Price with respect to the Scheduled Interest
Receivable allocable to principal, (iii) the aggregate amount of Cram Down
Losses, if any, which have occurred with respect to such Scheduled Interest
Receivable and (iv) any refunded portion of extended warranty protection plan
costs, or of physical damage, credit life or disability insurance premiums
included in the gross principal balance of such Scheduled Interest Receivable;
provided, that the Scheduled Interest Receivable Balance of any Scheduled
Interest Receivable (A) as to which the Defaulted Receivable Deposit Amount was
previously included in Principal Collections or (B) which has become a
Repurchased Receivable shall be zero.

         "Scheduled Payment" means the fixed payment required to be made by the
Obligor during the respective Collection Period sufficient to amortize the
Receivable Balance over the stated term of the Receivable and to provide
interest at the fixed contract rate; provided, however, that "Scheduled Payment"
does not include late fees, prepayment charges allowed by applicable law,
finance charges or payments for physical damage, credit life, credit disability
or mechanical repair insurance premiums whether such insurance was purchased by
the Obligor or by a creditor on behalf of the Obligor; provided, further, that
"Scheduled Payment" may, for purposes only of determining the existence or
classification of Defaulted Receivables and Delinquent Receivables, in
accordance with normal servicing procedures in the applicable


                                       28



<PAGE>   38



jurisdiction, as determined in the sole discretion of the Servicer, mean an
amount equal to no less than 90% of the fixed or Scheduled Payment; further,
provided, however, that in no event shall any such shortfalls in the fixed or
Scheduled Payment received from or on behalf of the Obligor be forgiven.

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

         "Securities Depository" means The Depository Trust Company and its
successors and assigns or if (i) the then Securities Depository resigns from its
functions as depository of the Notes or (ii) the Owner Trustee discontinues use
of the Securities Depository pursuant to Section 2.12 of this Indenture, any
other securities depository which agrees to follow the procedures required to be
followed by a securities depository in connection with the Class A Notes and
which is selected by the Seller with the consent of the Indenture Trustee.

         "Seller" means Capital One Auto Receivables, LLC, a Delaware limited
liability company.

         "Seller Financing Statement" means a UCC-1 financing statement naming
the Owner Trustee as the secured party/creditor and the Seller as the debtor.

         "Servicer" means COAF as the Servicer of the Receivables or any other
Eligible Servicer acting as servicer pursuant to the Servicing Agreement. Unless
the context otherwise requires "Servicer" also refers to any successor Servicer
appointed hereunder or pursuant to the Servicing Agreement.

         "Servicer Files" has the meaning set forth in Section 2.16 of the
Servicing Agreement.

         "Servicer Receipt" means any custodial receipt, pursuant to which the
Servicer acknowledges that the Servicer is holding the Custodian Files relating
to the Receivables listed therein on behalf of the Indenture Trustee and the
Noteholders, as their interests may appear.

         "Servicing Agreement" means that certain Servicing Agreement dated as
of the date hereof among the Owner Trustee, the Indenture Trustee and the
Servicer, relating to the servicing of the Receivables.

         "Servicing Fee" means the fee by that name payable to the Servicer for
services rendered determined pursuant to Section 2.08 of the Servicing
Agreement.

         "Servicing Officer" means those officers of the Servicer involved in,
or responsible for, the administration and servicing of the Receivables, as
identified on the list of Servicing Officers furnished by the Servicer to the
Indenture Trustee and the Note Insurer from time to time.

         "Simple Interest Method" means the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such payment
that is allocated to interest is equal to the product of the fixed rate of
interest multiplied by the unpaid principal balance multiplied by the period of
time elapsed since the preceding payment of interest was made.


                                       29


<PAGE>   39



         "Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.

         "Simple Interest Receivable Balance" means, with respect to a Simple
Interest Receivable, as of the close of business on the related Cutoff Date, or
the last day of a Collection Period, the Amount Financed minus the sum of (i)
the portion of all payments made by the related Obligor on or prior to such day
(including prepayments) and allocable to principal using the Simple Interest
Method, (ii) any payment of the Repurchase Price with respect to the Simple
Interest Receivable allocable to principal, (iii) the aggregate amount of Cram
Down Losses, if any, which have occurred with respect to such Simple Interest
Receivable and (iv) any refunded portion of extended warranty protection plan
costs, or of physical damage, credit life or disability insurance premiums
included in the Amount Financed; provided, that the Simple Interest Receivable
Balance of any Simple Interest Receivable (A) as to which the Defaulted
Receivable Deposit Amount was previously included in Principal Collections or
(B) which has become a Repurchased Receivable shall be zero.

         "State" means any one or more of the United States and the District of
Columbia.

         "Subsequent Receivables" means the Eligible Receivables acquired by the
Seller from the Transferor, contributed to the Owner Trustee and Granted to the
Indenture Trustee on a Funding Date.

         "Subsequent Reserve Fund Deposit" means, with respect to a Funding
Date, an amount equal to 1% of an amount equal to 98% of the Aggregate
Receivable Balance of the Subsequent Receivables with respect to such Funding
Date.

         "Successor Servicer" means that person succeeding the Servicer under
and pursuant to the Servicing Agreement.

         "Termination Statement" has the meaning set forth in Section 2.11(k)
hereof.

         "Transaction Documents" means the Indenture, the Insurance Agreement,
the Transfer and Assignment Agreement, the Contribution Agreement, the Servicing
Agreement, the Limited Liability Company Agreement, the Trust Agreement, the
Underwriting Agreement, the Note Depository Agreement, the Administration
Agreement, the Limited Guaranty, the Notes and the Certificate.

         "Transfer" means any direct or indirect transfer or sale of any
Ownership Interest in a Note.

         "Transfer and Assignment Agreement" means the Transfer and Assignment
Agreement dated as of the date hereof between the Transferor and the Seller
relating to the absolute assignment of Receivables by the Transferor to the
Seller.

         "Transfer Date" means the date three (3) Business Days prior to each
Payment Date.


                                       30



<PAGE>   40


         "Transferee" means any Person who is acquiring by Transfer any
Ownership Interest in a Note.

         "Transferor" means COAF in its capacity as Transferor under the
Transfer and Assignment Agreement.

         "Transferor Financing Statement" means a UCC-1 financing statement
naming the Transferor as the debtor/seller and the Seller as the secured
party/purchaser.

         "Transition Costs" means an amount necessary to reimburse the
successor to the Servicer, the Indenture Trustee or the Owner Trustee, as the
case may be, for reasonable costs and expenses not to exceed the total amount
of $35,000 on a cumulative basis incurred in connection with the transition of
certain duties from the Servicer to a successor.

         "Trust" shall mean Capital One Auto Finance Trust 2001-A, a Delaware
common law trust established pursuant to the Trust Agreement, by and through
Wilmington Trust Company, as the Owner Trustee.

         "Trust Agreement" means the Trust Agreement dated as of July 26, 2001,
between the Depositor and the Owner Trustee, as the same may be amended and
supplemented from time to time.

         "Trust Estate" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
the Indenture for the benefit of the Noteholders (including all property and
interests Granted to the Indenture Trustee), including all proceeds thereof.

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

         "Trust Property" means the property and rights Granted to the Indenture
Trustee pursuant to this Indenture for the benefit of the Noteholders and the
Note Insurer pursuant to the Granting Clauses hereof and the Policy.

         "UCC" means the Uniform Commercial Code as adopted in the State of
Texas, and in any other state having jurisdiction over the assignment, transfer,
contribution or pledge of the Receivables from the Transferor to the Seller or
from the Seller to the Owner Trustee or from the Owner Trustee to the Indenture
Trustee.

         "Underwriters" means Banc of America Securities LLC, Credit Suisse
First Boston Corporation, Deutsche Banc Alex. Brown Inc. and First Union
Securities, Inc. and their respective successors and assigns.

         "Underwriting Agreement" means that certain Underwriting Agreement
dated July 12, 2001 among the Seller, the Transferor and Banc of America
Securities LLC, as representative of the Underwriters, as amended, modified or
restated from time to time.


                                       31


<PAGE>   41


         "Vice President" means, with respect to the Transferor, the Seller, the
Servicer or the Indenture Trustee, any vice president, whether or not designated
by a number or a word or words added before or after the title "vice president."

         Section 1.02 Calculations. Calculations required to be made pursuant to
this Indenture shall be made on the basis of information or accountings as to
payments on each Note furnished by the Servicer. Except to the extent they are
incorrect on their face, such information or accountings may be conclusively
relied upon in making such calculations, but to the extent that it is later
determined that any such information or accountings are incorrect, appropriate
corrections or adjustments will be made.

         Section 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Owner Trustee and any
other obligor on the indenture securities.

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

         Section 1.04 Other Interpretive Provisions. All terms defined in this
Indenture shall have the defined meanings when used in any certificate or other
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Indenture and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
this Indenture, and accounting terms partly defined in this Indenture to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Indenture as a whole and
not to any particular provision of this Indenture; (c) references to any
Article, Section, Schedule or Exhibit are references to Articles, Section,
Schedules and Exhibits in or to this Indenture and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term "including" means "including without limitation"; (e)
except as otherwise expressly provided herein, references to any law or
regulation refer to that law or regulation as amended from time to time and
include any successor


                                       32


<PAGE>   42


law or regulation; (f) references to any Person include that Person's successors
and assigns; and (g) headings are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

                                   ARTICLE II
                             THE NOTES; RECONVEYANCE

         Section 2.01 General.

         (a) The Notes shall be designated as Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes and Class B Notes.

         (b) All payments of principal and interest with respect to the Notes
shall be made only from the Trust Property on the terms and conditions specified
herein. Each Noteholder (and each Note Owner by its acceptance of its interest
in the applicable Book-Entry Note), by its acceptance of the Notes, agrees that,
subject to the repurchase obligations of the Transferor, the Seller and the
Owner Trustee and the indemnification obligations provided for herein, in the
Servicing Agreement, in the Contribution Agreement and in the Transfer and
Assignment Agreement, it will have recourse solely against such Trust Property
and such repurchase and indemnification obligations.

         (c) Except as otherwise provided herein, all Notes shall be
substantially identical in all respects. Except as specifically provided herein,
all Notes issued, authenticated and delivered under this Indenture shall be in
all respects equally and ratably entitled to the benefits hereof without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
this Indenture; except that payments of principal with respect to the Class B
Notes shall be subordinate in all respects to payments of principal and interest
with respect to the Class A Notes and certain other amounts as specified in
Section 5.05(c) hereof and payments of interest with respect to the Class B
Notes shall be subordinate to payments of interest with respect to the Class A
Notes.

         (d) The aggregate Original Principal Balance of the Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes that may be
executed by the Owner Trustee and authenticated and delivered by the Indenture
Trustee under this Indenture is limited to $126,500,000, $234,500,000,
$241,500,000, $247,500,000 and $60,382,514, respectively.

         Holders of the Class A Notes and the Class B Notes shall be entitled to
payments of interest as provided herein. The Class A-1 Notes shall have a final
maturity on the Class A-1 Final Scheduled Payment Date, the Class A-2 Notes
shall have a final maturity on the Class A-2 Final Scheduled Payment Date, the
Class A-3 Notes shall have a final maturity on the Class A-3 Final Scheduled
Payment Date, the Class A-4 Notes shall have a final maturity on the Class A-4
Final Scheduled Payment Date and the Class B Notes shall have a final maturity
on the Class B Final Scheduled Payment Date assuming that (i) scheduled interest
and principal payments on each Receivable are timely received, (ii) no
prepayments of principal are received with respect to any Receivable and (iii)
there is no Event of Default or optional redemption of the Notes. All Notes of
the same Class shall be secured on a parity with one another, with no Note of
any Class having any priority over any other Note of that same Class.


                                       33


<PAGE>   43



         (e) The Notes that are authenticated and delivered to the Noteholders
by the Indenture Trustee to or upon an Issuer Order on the Closing Date shall be
dated as of the Closing Date. Any Note issued later in exchange for, or in
replacement of, any Note issued on the Closing Date shall be dated the date of
its authentication.

         (f) Each Note is issuable in the initial denomination of $250,000, and
integral multiples of $1,000 in excess thereof; provided that one Note of each
Class may be issued in an additional amount equal to any remaining portion of
the applicable Original Principal Balance of such Class.

         (g) The Certificate will be issued to, and shall be owned by, the
Seller pursuant to the Trust Agreement. The Certificate shall not be entitled to
any stated rate of interest, but shall represent the rights of the holder
thereof to receive certain residual amounts derived from the assets of the Trust
Property on the terms and conditions specified herein; provided, however, that
any such rights shall be wholly and completely subordinate and inferior to the
rights of the Noteholders to receive payments of principal and interest as
provided herein, to the rights of the Note Insurer to be paid all Reimbursement
Obligations and to the payment of certain other amounts as provided herein.

         Section 2.02 Forms of Notes.

         (a) The Notes of each Class shall be issuable only as registered
Notes. The initial Class A Notes and the Indenture Trustee's certificate of
authentication shall be in substantially the form set forth in Exhibit A to this
Indenture and the initial Class B Note and the Indenture Trustee's certificate
of authentication shall be in substantially the form set forth in Exhibit B to
this Indenture, with such appropriate restrictive legends, insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or as may in the Owner Trustee's judgment be necessary,
appropriate or convenient to establish entitlement to an exemption from United
States withholding tax or reporting requirements with respect to payments on the
Notes, or to comply, or facilitate compliance, with other applicable laws, and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required by any applicable regulation
(whether proposed, temporary or final) promulgated pursuant to the Code,
including, without limitation, any legend required in respect of original issue
discount on any Note, or as may, consistently herewith, be determined by the
officers of the Seller, on behalf of the Trust, executing such Notes, as
evidenced by their execution thereof. Any portion of the text of any Note may be
set forth on the reverse thereof with an appropriate reference on the face of
the Note.

         (b) The Class A Notes (if they are no longer represented by global
notes) and the Class B Notes shall be printed, typewritten, lithographed,
engraved or produced by any combination of these methods on certificates with or
without steel engraved borders or may be produced in any other manner determined
by the Owner Trustee, all as determined by the officers executing such Class A
Notes and Class B Notes, as evidenced by their execution thereof.

         Section 2.03 Payment of Principal and Interest.



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<PAGE>   44



         (a) Until the Aggregate Outstanding Principal Balance of the Class A
Notes is reduced to zero, principal payments on the Class A Notes will be made
on each Payment Date in an amount equal to the Class A Principal Payment Amount.
The remaining principal balance of each Class A Note shall be payable no later
than its respective Final Scheduled Payment Date, unless (i) the Outstanding
Principal Balance of such Class A Note is reduced to zero at an earlier date by
reason of prepayments on the Receivables or an optional redemption pursuant to
Section 6.02 or (ii) the maturity of such Class A Note is accelerated following
an Event of Insolvency pursuant to Section 9.02. The amount of principal
payments on the Class A Notes shall be made pursuant to the provisions of
Section 5.05(c) hereof.

         (b) Each Class of Class A Notes shall be entitled to receive payments
of interest on the Aggregate Outstanding Principal Balance of such Class of
Class A Notes as provided herein and in the applicable Class A Notes from the
Closing Date until the Aggregate Outstanding Principal Balance of such Class of
Class A Notes is reduced to zero or until payment is provided therefor as set
forth in Article VI hereof, except that on each Payment Date in which there is a
shortfall in the amount of moneys to pay interest on such Class of Class A Notes
that arises because the Indenture Trustee has not received sufficient funds in
the Revenue Fund to pay such interest on such Class of Class A Notes (including
any Class A Overdue Interest), such shortfall shall be paid from the funds and
moneys made available to the Indenture Trustee for such purposes hereunder.
After the initial Payment Date, payments of interest accrued on each Class of
Class A Notes will be calculated on the Aggregate Outstanding Principal Balance
of the applicable Class of Class A Notes as of the Payment Date immediately
preceding such Payment Date after giving effect to any payments of principal on
such immediately preceding Payment Date. With respect to the initial Payment
Date, interest will be calculated on the Original Principal Balance of each
Class of Class A Notes from the Closing Date through the day preceding the
initial Payment Date.

         (c) If the Class A Principal Payment Amount, or the entire amount of
the Class A-1 Note Interest, Class A-2 Note Interest, Class A-3 Note Interest
and Class A-4 Note Interest, which is due on any Payment Date shall not have
been punctually made or duly provided for when and as due (after giving effect
to any applicable cure or grace period), then interest on the applicable overdue
interest or Class A Overdue Principal, as the case may be, shall accrue, from
the date such amount was due until paid, at the Class A-1 Interest Rate, Class
A-2 Interest Rate, Class A-3 Interest Rate or Class A-4 Interest Rate, as
applicable, in effect from time to time during such period.

         (d) Until the Aggregate Outstanding Principal Balance of the Class B
Notes is reduced to zero, principal payments on the Class B Notes will be made
on each Payment Date (subject to the provisions of Section 5.05(c) Tenth and
Eleventh) in an amount equal to the Class B Principal Payment Amount and Class B
Turbo Principal Payment; provided that the remaining principal balance of each
Class B Note shall be payable no later than the Class B Final Scheduled Payment
Date unless (i) the Outstanding Principal Balance of such Class B Note is
reduced to zero at an earlier date by reason of prepayments on the Receivables
or an optional redemption pursuant to Section 6.02 or (ii) the maturity of such
Class B Note is accelerated following an Event of Insolvency pursuant to Section
9.02. The principal payments on the Class B Notes shall be made pursuant to the
provisions of Section 5.05(c) hereof.


                                       35



<PAGE>   45



         (e) The Class B Notes shall be entitled to receive payments of
interest on the Aggregate Outstanding Principal Balance of the Class B Notes at
the Class B Interest Rate, from the Closing Date until the Aggregate Outstanding
Principal Balance of the Class B Notes is reduced to zero or until payment is
provided therefor as set forth in Article VI hereof, except that on each Payment
Date in which there is a shortfall in the amount of moneys to pay interest on
the Class B Notes that arises because the Indenture Trustee has not received
sufficient funds in the Revenue Fund to pay such interest on the Class B Notes
(including any Class B Overdue Interest), such shortfall shall be paid from the
funds and moneys made available to the Indenture Trustee for such purposes
hereunder. After the initial Payment Date, payments of interest accrued on the
Class B Notes will be calculated on the Aggregate Outstanding Principal Balance
of the Class B Notes as of the Payment Date immediately preceding such Payment
Date after giving effect to any payments of principal on such immediately
preceding Payment Date. With respect to the initial Payment Date, interest will
be calculated on the Original Principal Balance of the Class B Notes from the
Closing Date through the day preceding the initial Payment Date.

         (f) If the Class B Principal Payment Amount, or the entire amount of
the Class B Note Interest, which is due on any Payment Date shall not have been
punctually made or duly provided for when and as due (after giving effect to any
applicable cure or grace period), then interest on the Class B Overdue Interest
or Class B Overdue Principal, as the case may be, shall accrue, from the date
such amount was due until paid, at the Class B Interest Rate in effect from time
to time during such period.

         Section 2.04 Payments to Noteholders.

         (a) Noteholders of each Class shall, subject to the priorities and
conditions set forth in Section 5.05(c), be entitled to receive payments of
interest and principal on each Payment Date (including any Class A Overdue
Interest, Class A Overdue Principal, Class B Overdue Interest and Class B
Overdue Principal). Any payment of interest or principal payable with respect to
the Notes on the applicable Payment Date shall be made to the Person in whose
name such Note is registered at the close of business on the Record Date for
such Payment Date in the manner provided in Section 5.09 hereof.

         (b) All reductions in the principal balance of a Note (or one or more
Predecessor Notes) effected by payments of principal made on any Payment Date
shall be binding upon all Holders of such Note and of any Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such payment is noted on such Note.

         Section 2.05 Execution, Authentication, Delivery and Dating.

         (a) The Notes shall be executed on behalf of the Trust by one of the
Owner Trustee's Authorized Officers. The signature of such Authorized Officer on
the Notes may be manual or facsimile. Notes bearing the manual or facsimile
signatures of any individual who was, at the time of execution thereof, an
Authorized Officer of the Owner Trustee, on behalf of the Trust, shall bind the
Owner Trustee on behalf of the Trust, notwithstanding the fact that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of issuance of such Notes.


                                       36


<PAGE>   46
         (b) At any time and from time to time after the execution and delivery
of this Indenture, the Owner Trustee may deliver Notes executed by the Owner
Trustee to the Indenture Trustee for authentication and the Indenture Trustee,
upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver
such Notes; provided, however, that the Indenture Trustee shall not authenticate
any Note which on its face and based upon the last information received by the
Indenture Trustee from the Servicer does not comply with the provisions of this
Indenture; provided, further, that the Indenture Trustee shall not authenticate
the initial Notes unless and until it shall have received the documents listed
in Section 2.11 hereof.

         (c) Each Note authenticated and delivered by the Indenture Trustee to
or upon Issuer Order on or prior to the Closing Date shall be dated the Closing
Date. All other Notes that are authenticated after the Closing Date for any
other purposes under the Indenture shall be dated the date of their
authentication.

         (d) Notes issued upon transfer, exchange or replacement of other Notes
shall be issued in authorized denominations reflecting the Original Principal
Balance of the Notes so transferred, exchanged or replaced, but shall represent
only the Outstanding Principal Balance of the Notes so transferred, exchanged or
replaced. In the event that any Note is divided into more than one Note in
accordance with this Article II, the Outstanding Principal Balance of such Note
shall be proportionately divided among the Notes delivered in exchange therefor.

         (e) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication, substantially in the form provided for herein,
executed by the Indenture Trustee by the manual signature of at least one of its
Responsible Officers, and such executed certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered.

         Section 2.06 Temporary Notes. Unless the Class A Notes are maintained
in book-entry form pursuant to Section 2.12, temporary Notes shall be issuable
in any authorized denomination, and substantially in the form of the Definitive
Notes but with such omissions, insertions and variations as may be appropriate
for temporary Notes, all as may be determined by the Owner Trustee. Every such
temporary Note shall be executed by the Owner Trustee on behalf of Trust and
authenticated by the Indenture Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the Definitive
Notes. Without unreasonable delay the Owner Trustee on behalf of Trust will
execute and deliver to the Indenture Trustee Definitive Notes (other than in the
case of Class A Notes in global form) and thereupon any or all temporary Notes
(other than in the case of Class A Notes in global form) may be surrendered in
exchange therefor, at the Corporate Trust Office of the Indenture Trustee and
the Indenture Trustee shall authenticate and deliver in exchange for such
temporary Notes an equal aggregate principal amount of Definitive Notes. Such
exchange shall be made by the Owner Trustee at its own expense and without any
charge therefor. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits and subject to the same limitations under this
Indenture as Definitive Notes authenticated and delivered hereunder.

         Section 2.07 Registration, Registration of Transfer and Exchange.


                                       37


<PAGE>   47



         (a) The Owner Trustee shall cause to be kept a register (the "Note
Register") in which the Owner Trustee shall provide for the registration of
Notes and the registration of transfers of Notes. The Indenture Trustee is
hereby initially appointed "Note Registrar," and hereby accepts such
appointment, for the purpose of registering Notes and transfers of Notes as
herein provided subject to such reasonable regulations as the Indenture Trustee
may prescribe. Upon any resignation of any Note Registrar appointed by the Owner
Trustee, the Owner Trustee shall promptly appoint a successor or, in the absence
of such appointment, shall assume the duties of Note Registrar.

         (b) Each Person who has or who acquires any Ownership Interest in a
Note shall be deemed by the acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the provisions of this Section 2.07.

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

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

         (e) No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Owner Trustee 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 Section 2.06 or 10.06 not
involving any transfer.

         (f) No Class A Note, or any interest therein, may be acquired by or
transferred to an "employee benefit plan" within the meaning of Section 3(3) of
ERISA that is subject to ERISA, a "plan" described in Section 4975(e)(1) of the
Code, any entity that is deemed to hold "plan assets" of any of the foregoing by
reason of an employee benefit plan's or other plan's investment in such entity,
or any governmental plan subject to applicable law that is substantially similar
to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code,
unless such transferee represents, warrants and covenants that its purchase and
holding of such Class A Note is and will be eligible for, and satisfies and will
satisfy all the requirements of, Department of Labor prohibited transaction
class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or
another applicable prohibited transaction exemption (or in the case of a
governmental plan, will not violate any applicable law that is substantially
similar to ERISA or Section 4975 of the Code). By its acquisition of a Class A
Note or any interest therein, each purchaser or transferee will be deemed to
have represented, warranted and covenanted that it


                                       38


<PAGE>   48
satisfies the foregoing requirements and the Indenture Trustee may rely
conclusively on the same for purposes hereof.

         (g) Each Person who has or who acquires any Ownership Interest in a
Class B Note shall be deemed to have acknowledged, represented to and agreed
with the Owner Trustee as follows:

                  (i)   It understands and acknowledges that the Class B Notes
         have not been registered under the Securities Act or any other
         applicable securities law of any state or other jurisdiction ("blue sky
         laws"), and may not be offered, sold or otherwise transferred except in
         compliance with the registration requirements of the Securities Act or
         any other applicable blue sky laws, pursuant to an exemption therefrom
         or in a transaction not subject thereto. Further, it understands and
         acknowledges that the seller of the Class B Notes (i) in connection
         with the initial sale of the Class B Notes, is relying on Section 4(2)
         of the Securities Act or (ii) in connection with any resale of the
         Class B Notes, is relying on Rule 144A under the Securities Act or
         another exemption under the Securities Act. It understands that none of
         the Owner Trustee, the Seller, the Servicer, the Indenture Trustee, the
         Underwriters or any other Person is obligated to register the Class B
         Notes under the Securities Act or to register to qualify the Class B
         Notes under any state securities laws.

                  (ii)  It understands and acknowledges that the Class B Notes
         will be offered and may be resold by the Underwriters to qualified
         institutional buyers ("QIBs") pursuant to Rule 144A under the
         Securities Act.

                  (iii) It understands and acknowledges that if in the future it
         decides to reoffer, resell, pledge or otherwise transfer a Class B Note
         it will do so only to the Owner Trustee pursuant to the terms of this
         Indenture or pursuant to Rule 144A to a Person whom the seller
         reasonably believes is a QIB in a transaction meeting the requirements
         of Rule 144A, purchasing for its own account or for the account of a
         QIB, whom the holder has informed that such reoffer, resale, pledge or
         other transfer is being made in reliance on Rule 144A and who has
         executed a certificate substantially in the form set forth in Exhibit I
         (a "Transferee Agreement").

                  (iv)  It understands that the Class B Notes will bear a
         legend to the following effect unless the Owner Trustee determines
         otherwise consistent with applicable law:

                           THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
                  PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE
                  REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
                  COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
                  AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A
                  PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER ("QIB") WITHIN THE


                                       39


<PAGE>   49



                  MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB
                  PURCHASING FOR THE ACCOUNT OF A QIB, IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A OR TO THE OWNER TRUSTEE PURSUANT
                  TO THE TERMS OF THE INDENTURE AND (2) THAT IT WILL DELIVER TO
                  EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TO BE
                  TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
                  LEGEND. THE INDENTURE RELATING TO THIS NOTE CONTAINS A
                  PROVISION REQUIRING THE INDENTURE TRUSTEE TO REFUSE TO
                  REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN
                  VIOLATION OF THE FOREGOING. EACH TRANSFEREE ACCEPTING A
                  BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT THAT
                  IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                  PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

                  (v)   It understands that the Class B Notes may not be
         acquired or held by any "employee benefit plan" within the meaning of
         section 3(3) of ERISA (whether or not subject to ERISA, and including,
         without limitation, foreign or government plans) or any "plan"
         described in section 4975(e)(1) of the Code, or any entity whose
         underlying assets include "plan assets" of any of the foregoing by
         reason of an employee benefit plan's or other plan's investment in such
         entity (including an insurance company general account). By its
         purchase of a Class B Note, each purchaser and transferee shall be
         deemed to have represented and warranted that it has purchased such
         Class B Note in compliance with the above description.

                  (vi)  If it is acquiring any Class B Note as a fiduciary or
         agent for one or more investor accounts, it represents that it has sole
         investment discretion with respect to such account and that it has full
         power to make the acknowledgements, representations and agreements
         contained herein on behalf of each such account.

                  (vii) It is a QIB purchasing for its own account or for the
         account of another QIB and it, and such other person (if applicable),
         are aware that the sale to it is being made in reliance on Rule 144A.

                  (viii)   Due to the restrictions on transfer, it is aware
         that it (or any account for which it is purchasing) may be required to
         bear the economic risk of an investment in the Class B Notes for an
         indefinite period, and it (or such account) is able to bear such risk
         for an indefinite period. It acknowledges that it has received the
         information specified in paragraph (d)(4) of Rule 144A under the
         Securities Act.

                  (ix)  It acknowledges that (i) it has been afforded an
         opportunity to request from the Owner Trustee and to review, and it has
         received, all additional information considered by it to be necessary
         to verify the accuracy of the information herein; (ii) it has not
         relied on any Underwriter or any person affiliated with an Underwriter
         in connection with its investigation of the accuracy of the information
         contained in this Indenture or its investment decision; and (iii) no
         person has been authorized to give any


                                       40


<PAGE>   50


         information or to make any representation concerning the Owner Trustee
         or the Class B Notes other than those contained in this Indenture and,
         if given or made, such other information or representation should not
         be relied upon as having been authorized by the Owner Trustee, or any
         of its affiliates.

                  (x)   It acknowledges that it has such knowledge and
         experience in financial and business matters that it is capable of
         evaluating the merits and risks of purchasing the Class B Notes.

                  (xi)  It agrees that, prior to the date that is one year and
         one day after the payment in full of all amounts payable with respect
         to the Class B Notes, it will not institute against the Owner Trustee,
         the Seller or the Transferor, or join any other Person in instituting
         against the Owner Trustee, the Seller or the Transferor, any
         bankruptcy, reorganization, arrangement, insolvency or liquidation
         proceeding or other proceeding under the laws of the United States or
         any state of the United States. (xii) It acknowledges that the Owner
         Trustee, the Underwriters and others will rely on the truth and
         accuracy of the foregoing acknowledgments, representations and
         agreements, and agrees that if any of the foregoing acknowledgments,
         representations and agreements deemed to have been made by it are no
         longer accurate, it shall promptly notify the Owner Trustee and the
         Underwriters.

         Section 2.08 Mutilated, Destroyed, Lost or Stolen Notes.

         (a) If (i) any mutilated Note is surrendered to the Indenture Trustee
or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee and the Note Insurer such security or indemnity as may be
required by the Indenture Trustee or the Note Insurer to hold each of the Owner
Trustee, the Note Insurer and the Indenture Trustee harmless, then, in the
absence of actual notice to the Owner Trustee or the Indenture Trustee that such
Note has been acquired by a bona fide purchaser, the Owner Trustee shall
execute, and the Indenture Trustee shall authenticate and deliver upon Issuer
Order, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a new Note or Notes of the same tenor and Class, and Original
Principal Balance bearing a number not contemporaneously Outstanding; provided,
however, that if any such mutilated, destroyed, lost or stolen Note shall have
become subject to receipt of payment in full, instead of issuing a new Note, the
Indenture Trustee may make a payment with respect to such Note without surrender
thereof, except that any mutilated Note shall be surrendered. If, after the
delivery of such new Note or payment with respect to a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of
the original Note in lieu of which such new Note was issued presents for receipt
of payments such original Note, the Owner Trustee and the Indenture Trustee
shall be entitled to recover such new Note (or such payment) from the Person to
whom it was delivered or any Person taking such new Note from such Person,
except a bona fide purchaser, and each of the Owner Trustee, the Indenture
Trustee and the Note Insurer shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage or cost incurred
by the Owner Trustee or the Indenture Trustee or the Note Insurer in connection
therewith.


                                       41


<PAGE>   51


         (b) Upon the issuance of any new Note under this Section, the Owner
Trustee or the Indenture Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto.

         (c) Every new Note issued pursuant to this Section 2.08 in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Owner Trustee, whether or not the destroyed, lost
or stolen Note shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Notes duly issued hereunder.

         (d) The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment with respect to mutilated, destroyed, lost or stolen
Notes.

         Section 2.09 Persons Deemed Noteholders. Before due presentment for
registration of transfer of any Note, the Owner Trustee, the Indenture Trustee,
the Note Insurer and any agent of the Owner Trustee, the Indenture Trustee or
the Note Insurer may treat the Person in whose name any Note is registered as
the owner of such Note (a) on the applicable Record Date for the purpose of
receiving payments with respect to principal and interest on such Note and (b)
on any date for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Owner Trustee, the Indenture Trustee, the Note Insurer
nor any agent of the Owner Trustee, the Indenture Trustee or the Note Insurer
shall be affected by any notice to the contrary.

         Section 2.10 Cancellation of Notes. All certificated Notes surrendered
for payment, registration of transfer, exchange or prepayment shall, if
surrendered to any Person other than the Indenture Trustee, be delivered to the
Indenture Trustee and shall be promptly canceled by it; provided, that no Note
shall be canceled if such payment is made from funds paid under the Note
Guaranty Insurance Policy until the Note Insurer has received all Reimbursement
Obligations. The Owner Trustee may at any time deliver to the Indenture Trustee
for cancellation any Note previously authenticated and delivered hereunder which
the Owner Trustee 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 2.10 except as expressly permitted by this Indenture. All canceled
Notes shall be held and disposed of by the Indenture Trustee in accordance with
its standard retention and disposal policy.

         Section 2.11 Conditions to Closing. The Notes shall be executed,
authenticated and delivered on the Closing Date in accordance with Sections 2.05
and 2.12, upon receipt by the Indenture Trustee and the Note Insurer of the
following:

         (a) an Issuer Order authorizing the authentication and delivery of such
Notes by the Indenture Trustee;

         (b) an Opinion or Opinions of Counsel as listed on Schedule 1 hereto;

         (c) an Officer's Certificate of an Authorized Representative of the
Owner Trustee, on behalf of the Trust, stating that:


                                       42


<PAGE>   52


                  (i)   all representations and warranties of the Owner Trustee
         on behalf of the Trust contained in this Indenture, the Trust
         Agreement, Contribution Agreement and the Servicing Agreement are true
         and correct and no defaults exist under the Contribution Agreement or
         the Servicing Agreement;

                  (ii)  the Owner Trustee on behalf of the Trust is not in
         default under this Indenture, the issuance of the Notes will not result
         in any breach of any of the terms, conditions or provisions of, or
         constitute a material default under, this Indenture, the organizational
         documents or any other constituting documents of the Owner Trustee or
         any indenture, mortgage, deed of trust or other agreement or instrument
         to which the Owner Trustee is a party or by which it is bound, or any
         order of any court or administrative agency entered in any proceeding
         to which the Owner Trustee is a party or by which it may be bound or to
         which it may be subject, and that all conditions precedent provided in
         this Indenture relating to the authentication and delivery of the Notes
         have been fully satisfied;

                  (iii) the Owner Trustee on behalf of the Trust is the owner of
         the Trust Property Granted to the Indenture Trustee for the benefit of
         the Noteholders and the Note Insurer as of the Closing Date free and
         clear of any Lien other than the Lien of this Indenture, has not
         assigned any interest or participation in the Trust Property (or, if
         any such interest or participation has been assigned, it has been fully
         released), and has the right to Grant the Trust Property to the
         Indenture Trustee for the benefit of the Noteholders and the Note
         Insurer pursuant to this Indenture; and

                  (iv)  the Owner Trustee on behalf of the Trust has Granted to
         the Indenture Trustee for the benefit of the Noteholders and the Note
         Insurer, all of its right, title, and interest in the Trust Property to
         be Granted on the Closing Date free and clear of any Lien.

         (d)      an Officer's Certificate dated as of the Closing Date, of an
officer of the Seller that:

                  (i)   the Seller is not in default under the Transfer and
         Assignment Agreement or the Contribution Agreement, the transfer of the
         Receivables to the Owner Trustee will not result in any breach of any
         of the terms, conditions or provisions of, or constitute a material
         default under, the organizational documents or any other constituent
         documents of the Seller or any indenture, mortgage, deed of trust or
         other agreement or instrument to which the Seller is a party or by
         which it is bound, or any order of any court or administrative agency
         entered in any proceeding to which the Seller is a party or by which it
         may be bound or to which it may be subject;

                  (ii)  all representations and warranties of the Seller
         contained in the Contribution Agreement are true and correct;

                  (iii) the Seller has contributed to the Owner Trustee, without
         recourse except as provided in the Contribution Agreement, all of its
         right, title and interest in the Receivables free and clear of any
         lien, security interest or charge; and



                                       43


<PAGE>   53


                  (iv)  the Seller has not assigned any interest or
         participation in any of the Receivables transferred to the Owner
         Trustee pursuant to the Contribution Agreement and has the right to
         contribute all such Receivables to the Owner Trustee;

         (e)      an Officer's Certificate dated as of the Closing Date, of an
officer of the Transferor stating that:

                  (i)   the Receivables and files and computer records
         pertaining thereto have been marked to reflect the absolute assignment
         thereof from the Transferor to the Seller, the transfer thereof from
         the Seller to the Owner Trustee and the Grant thereof by the Owner
         Trustee to the Indenture Trustee for the benefit of the Noteholders and
         the Note Insurer;

                  (ii)  the originals of all documents required to be delivered
         to the Custodian pursuant to Section 7.18 hereof have been or will be
         delivered pursuant to such Section;

                  (iii) all representations and warranties of the Transferor
         contained in the Transfer and Assignment Agreement are true and correct
         and no defaults exist under the Transfer and Assignment Agreement; and

                  (iv)  the Transferor is not in default under the Transfer and
         Assignment Agreement and the assignment of the Receivables to the
         Seller will not result in any material breach of any of the terms,
         conditions or provisions of, or constitute a material default under,
         the organizational documents or any other constituting documents of the
         Transferor or any indenture, mortgage, deed of trust or other agreement
         or instrument to which the Transferor is a party or by which it is
         bound, or any order of any court or administrative agency entered in
         any proceeding to which the Transferor is a party or by which it may be
         bound or to which it may be subject.

         (f)      an Officer's Certificate of the Servicer certifying to the
Indenture Trustee and the Note Insurer that no Event of Servicing Default has
occurred and is continuing under the Servicing Agreement and no Event of Default
has occurred and is continuing under the Indenture;

         (g)      delivery by the Note Insurer to the Indenture Trustee of an
executed copy of the Note Guaranty Insurance Policy;

         (h)      an assignment to the Seller by the Transferor of its rights
under the Dealer Agreements (to the extent related to the financed Receivables),
duly executed by the Transferor;

         (i)      an assignment to the Owner Trustee by the Seller of its
rights under the Transfer and Assignment Agreement and the Dealer Agreements (to
the extent related to the financed Receivables), duly executed by the Seller;

         (j)      an assignment to the Indenture Trustee by the Owner Trustee
of its rights under the Contribution Agreement, the Transfer and Assignment
Agreement and the Dealer Agreements (to the extent related to the financed
Receivables), duly executed by the Owner Trustee;



                                       44


<PAGE>   54
         (k) evidence of execution of the Financing Statements with
respect to the Collateral and, to the extent available and necessary, all
applicable UCC termination statements or partial releases ("Termination
Statements") terminating the liens of creditors of the Transferor or any other
Person and presentment of the Financing Statements and Termination Statements
(which shall constitute all of the Perfection UCCs with respect to the Closing
Date) to the proper Person for recording to perfect the Indenture Trustee's
first priority security interest in such Trust Property Granted on the Closing
Date registered in the name of the Indenture Trustee or its nominee and agent (a
copy of the file stamped Financing Statements and Termination Statements shall
be delivered to the Custodian in accordance with Section 7.18 hereof);

         (l) an Officer's Certificate of the Owner Trustee to the effect
that attached thereto are true and correct copies of letters signed on behalf of
Standard & Poor's, Moody's and Fitch confirming that the Class A-1 Notes have
been rated in the highest short-term rating category of each Rating Agency and
that each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
have been rated at least in the highest long-term rating category of each Rating
Agency;

         (m) a true and correct listing of all Receivables being Granted
to the Indenture Trustee on the Closing Date certified by the Owner Trustee and
a certificate of the Owner Trustee to the effect that the information provided
on such list of Receivables is true, correct and complete as of the initial
Cutoff Date and otherwise in form and substance acceptable to the Indenture
Trustee;

         (n) a description of the Receivable characteristics of all Receivables
being Granted to the Indenture Trustee on the Closing Date substantially in the
form of Exhibit G-1 hereto, with a certification of the Owner Trustee to the
effect that the information provided in such description is true, correct and
complete as of the initial Cutoff Date and otherwise in form and substance
acceptable to the Indenture Trustee;

         (o) evidence that cash in the amount of the Initial Reserve Fund
Deposit has been deposited into the Reserve Fund held by the Indenture Trustee
and that cash in the amount of $111,590,087.39 has been deposited in the
Pre-Funding Account;

         (p) evidence that the Collection Account has been established pursuant
to a deposit agreement acceptable to the Indenture Trustee and the Note Insurer;
and

         (q) fully executed originals of this Indenture, the Trust Agreement,
the Underwriting Agreement, the Transfer, Note Guaranty Insurance Policy,
Insurance Agreement and Assignment Agreement, the Contribution Agreement, the
Administration Agreement, the Servicing Agreement and the Limited Liability
Company Agreement.

         Section 2.12 Book-Entry Notes. Except as otherwise provided in this
Section, each Class of Class A Notes shall be issued in the form of one global
note with respect to each Class and shall be registered in the name of the
Securities Depository or its nominee and ownership thereof shall be maintained
in book-entry form by the Securities Depository for the account of the Agent
Members. Initially, each of the Class A-1 Note, Class A-2 Note, Class A-3 Note
and Class A-4 Note shall be registered in the name of Cede & Co., as the nominee
of The Depository Trust Company. Except as provided in this Section, the Notes
of a Class of Class A Notes may


                                       45


<PAGE>   55
be transferred, in whole but not in part, only to the Securities Depository or a
nominee of the Securities Depository or to a successor Securities Depository
selected or approved by the Owner Trustee or to a nominee of such successor
Securities Depository. Each global note shall bear a legend substantially to the
following effect: "EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL CERTIFICATE
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OR SUCCESSOR SECURITIES DEPOSITORY."

         Except as otherwise provided herein, the Owner Trustee, the Note
Insurer and the Indenture Trustee shall have no responsibility or obligation
with respect to (i) the accuracy of the records of the Securities Depository or
any Agent Member with respect to any beneficial ownership interest in the Class
A Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of
the Class A Notes or other Person, other than the Securities Depository, of any
notice with respect to the Class A Notes or (iii) the payment to any Agent
Member, beneficial owner of any Class of the Class A Notes or other Person,
other than the Securities Depository, of any amount with respect to the payment
of principal of or interest on any Class of the Class A Notes. So long as
Definitive Notes for any Class of the Class A Notes issued under this Indenture
are not issued pursuant to this Section, the Owner Trustee, the Note Insurer and
the Indenture Trustee shall treat the Securities Depository as, and deem the
Securities Depository to be, the absolute owner of such Class of the Class A
Notes for all purposes whatsoever, including, without limitation, (i) the
payment of principal of and interest on such Class A Notes, (ii) giving notices
of redemption and other matters with respect to such Class A Notes and (iii)
registering transfers with respect to such Class A Notes. In connection with any
notice or other communication to be provided to the Class A Noteholders pursuant
to this Indenture by the Owner Trustee or the Indenture Trustee with respect to
any consent or other action to be taken by Class A Noteholders, the Owner
Trustee or the Indenture Trustee, as the case may be, shall establish a record
date for such consent or other action and, if the Securities Depository shall
hold all of the Notes of the applicable Class of the Class A Notes, give the
Securities Depository notice of such record date not less than fifteen (15)
calendar days in advance of such record date to the extent possible. Such notice
to the Securities Depository shall be given only when the Securities Depository
is the sole Class A Noteholder of a Class of Class A Notes.

         If at any time the Securities Depository notifies the Owner Trustee and
the Indenture Trustee that it is unwilling or unable to continue as Securities
Depository with respect to any or all of the Class A Notes or if at any time the
Securities Depository shall no longer be registered or in good standing under
the Securities Exchange Act of 1934, as amended, or any other applicable statute
or regulation and a successor Securities Depository is not appointed by the
Owner Trustee within ninety (90) days after the Owner Trustee receives notice or
becomes aware of such condition, as the case may be, then the two preceding
paragraphs shall no longer be applicable and the Owner Trustee shall execute and
the Indenture Trustee shall authenticate and deliver notes representing each
Class of the Class A Notes as provided otherwise in this Article II and the
Indenture Trustee shall thereafter recognize the Class A Noteholders as the
record Holders of the Class A Notes under this Indenture. In addition, the Owner
Trustee may determine at any time that the Class A Notes shall no longer be
represented by global notes and that the provisions of the two preceding
paragraphs of this Section shall no longer apply to the Class A Notes. In such
event, the Owner Trustee shall execute and the Indenture Trustee shall


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<PAGE>   56



authenticate and deliver certificates representing the Class A Notes as provided
otherwise in this Article II. Notes for the Class A Notes issued in exchange for
a global certificate pursuant to this Section 2.12 shall be registered in such
names and authorized denominations as the Securities Depository, pursuant to the
instructions from the Agent Members or otherwise, shall instruct the Owner
Trustee and the Indenture Trustee. The Indenture Trustee shall promptly deliver
such certificates representing the Class A Notes to the Persons in whose names
such Class A Notes are so registered.

         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 subparagraph (a) above, the Indenture Trustee shall
give all notices and communications specified herein to be given to Noteholders
to the Securities Depository.

         Section 2.13 Definitive Notes. The Note Registrar shall issue
definitive notes registered in the name or names of the Class B Noteholders and,
unless the Class A Notes are maintained in book-entry form pursuant to Section
2.12, the Class A Noteholders (the "Definitive Notes"). Upon the issuance of
Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders of each such Class hereunder.

         Section 2.14 Reconveyance. In the case of any Receivable which has been
prepaid in full after the respective Cutoff Date and prior to the Closing Date
or a Funding Date, as applicable, the Owner Trustee shall, on the Closing Date
or a Funding Date, as applicable, deposit the Repurchase Price therefor in the
Collection Account in lieu of delivering the Custodian File with respect to such
Receivable to the Custodian or executing any UCC statements with respect
thereto.

         Section 2.15 Reconveyance of Nonconforming Receivables.

         (a) Upon discovery by any of the Transferor, the Seller, the Owner
Trustee, the Indenture Trustee, the Note Insurer or the Servicer of (i) a
Nonconforming Receivable or (ii) failure to deliver to the Custodian either (A)
any document required to be included in the Custodian File, or (B) the
Perfection UCCs, pursuant to Section 7.18 hereof. The party discovering such
breach or failure to deliver shall give prompt written notice to each of the
other foregoing parties. Except as specifically provided in the Servicing
Agreement or herein, the Indenture Trustee has no obligation to review or
monitor the Trust Property for compliance with representations and warranties or
delivery requirements. If (i) the breach of representations or warranties
causing such Receivable to be a Nonconforming Receivable shall not have been (A)
cured within thirty (30) days following notice thereof or (B) waived by the Note
Insurer following notice thereof or (ii) the failure to deliver to the Custodian
the Custodian File documents or the Perfection UCCs shall not have been cured
within seven (7) calendar days following notice thereof, the Owner Trustee shall
transfer to the Seller and the Seller shall assign to the Transferor the
Receivable and the other related items of the Trust Property affected by such
breach. Failure to deliver within the earlier of five (5) Business Days
following the applicable cure period, if any, or two (2) Business Days following
receipt by the Transferor of notice from the Note Insurer that the Note Insurer
will not waive the breach of representations or warranties causing such
Receivable to be a Nonconforming Receivable; provided, that such transfer and
assignment shall only be made upon receipt by the Owner Trustee of notice from
the


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<PAGE>   57



Servicer (pursuant to the terms of the Servicing Agreement) that the Repurchase
Price has been remitted to the Servicer and deposited into the Collection
Account. In consideration of the removal of such Receivable and the other
related items of the Trust Property, the Owner Trustee shall cause the Seller
and the Transferor, no later than the fifth Business Day following the cure
period, if any, to pay the Repurchase Price to the Servicer for deposit into the
Collection Account. The Owner Trustee shall be entitled to enforce the
obligations of the Seller, the Transferor and the applicable Dealer under the
Contribution Agreement, the Transfer and Assignment Agreement and the Dealer
Agreement (to the extent related to the Receivables), respectively, to remit the
Repurchase Price to the Servicer for deposit into the Collection Account. The
Indenture Trustee and the Note Insurer are authorized to take action on behalf
of the Owner Trustee to enforce the obligations of the Seller and the Transferor
to repurchase such Receivable under the Contribution Agreement or the Transfer
and Assignment Agreement, respectively, and to enforce the obligation of a
Dealer to repurchase such Receivable under the applicable Dealer Agreement.

         (b) The obligations of the Transferor, the Seller and the Owner Trustee
to remove any Receivable and the other related items of the Trust Property and
to remit the Repurchase Price with respect to a Nonconforming Receivable or as
to which a failure to deliver has occurred and is continuing shall constitute
the sole remedy, except for the indemnification provisions expressly set forth
herein, in the Servicing Agreement, the Contribution Agreement, the Transfer and
Assignment Agreement and the Insurance Agreement, against the Transferor, the
Seller and the Owner Trustee for such breach or failure to deliver available to
the Indenture Trustee or the Noteholders.

         Section 2.16 Funding Events.

         (a) A funding event (each a "Funding Event") shall occur upon a Funding
Date and in accordance with the requirements of this Section 2.16.

         (b) During the Funding Period, the Owner Trustee shall, on Funding
Dates, (i) acquire Subsequent Receivables from the Seller pursuant to the
Contribution Agreement (and the Seller shall acquire such Subsequent Receivables
from the Transferor pursuant to the Transfer and Assignment Agreement) and (ii)
Grant all of the Owner Trustee's right, title and interest in and to such
Subsequent Receivables and related items of the Trust Property to the Indenture
Trustee for the benefit of the Holders of the Notes and, subject to the
provisions hereof, for the benefit of the Note Insurer. Such Subsequent
Receivables shall be acquired at the option of the Owner Trustee upon
instruction from the Servicer; provided, that Subsequent Receivables may not be
acquired through the Pre-Funding Account if the effect of such acquisition would
be to (i) reduce the weighted average annual percentage rate of the overall
Receivables Pool to less than 17.0%, (ii) increase the weighted average
remaining term to maturity of the overall Receivables Pool to greater than 66
months, (iii) increase the average Loan to Value Ratio of Receivables included
in the Receivables Pool as of the final Funding Date to greater than 115% or
(iv) increase the portion of the overall Receivables Pool due from Obligors
having a billing address in any given state to a level greater than 10% of the
Aggregate Receivable Balance (unless there has been delivered to the Indenture
Trustee and the Note Insurer a perfection opinion with respect to certificate of
title issues with respect to such state


                                       48


<PAGE>   58


substantially similar to the opinions issued on the Closing Date with respect to
the state of Texas).

         The following procedures shall be followed to effect a Funding Event:

                  (i)   The Transferor will package and forward or cause to be
         packaged and forwarded to the Custodian or its bailee for receipt
         within two (2) Business Days preceding the applicable Funding Date
         (each, a "Delivery Date"), the following documents for the Subsequent
         Receivables to be acquired;

                        (A) the sole original executed retail installment
                  contract and security agreement evidencing each such
                  Subsequent Receivable; and

                        (B) the Certificate of Title for each Financed
                  Vehicle, or, in the case of a recently originated loan for
                  which COAF has not yet received a definitive certificate of
                  title or other evidence of lien from the applicable Department
                  of Motor Vehicles ("DMV"), a copy of a properly completed and
                  signed application to such DMV requesting the issuance of a
                  certificate of title or other evidence of lien noting COAF's
                  (including electronic titling) (or, in the case of a Referral
                  Receivable, the applicable Referral Originator) position as
                  lienholder.

                  (ii)  By the Funding Date, the Owner Trustee shall deliver, or
         cause to be delivered, to the Indenture Trustee, the Custodian and the
         Note Insurer, the following:

                        (A) Assignment of the Transferor (in the form of
                  Exhibit A to the Transfer and Assignment Agreement) with the
                  Schedule of Receivables attached to such Assignment;

                        (B) Certificate of Delivery (in the form of Exhibit D
                  to the Transfer and Assignment Agreement);

                        (C) Assignment of the Seller (in the form of Exhibit
                  A to the Contribution Agreement);

                        (D) Assignment of the Owner Trustee (in the form of
                  Exhibit D hereto);

                        (E) Notice of Funding (in the form of Exhibit E
                  hereto);

                        (F) Officer's Certificate (in the form of Exhibit F
                  hereto);

                        (G) With respect to the final Funding Date only,
                  Officer's Certificates of the Owner Trustee, the Transferor
                  and the Servicer substantially in the form of the Officer's
                  Certificates described in Section 2.11(c), (d), (e), and (f)
                  hereof;

                        (H) With respect to the final Funding Date only, an
                  Opinion or Opinions of Counsel addressed to the Indenture
                  Trustee and the Note Insurer, in form and substance
                  satisfactory to the Indenture Trustee and the Note Insurer,


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<PAGE>   59



                  with respect to UCC perfection issues, the enforceability of
                  the assignments executed in connection with respect to the
                  Subsequent Receivables and tax matters regarding the Notes
                  either (i) stating that the opinions delivered on the Closing
                  Date pursuant to Section 2.11(b) hereof remain in full force
                  and effect or (ii) otherwise in form and substance similar to
                  the Opinions delivered on the Closing Date;

                        (I) Copies of executed Termination Statements; and

                        (J) A Receivables Characteristics report
                  substantially in the form of Exhibit G-2 hereto with respect
                  to all Receivables acquired on and prior to such Funding Date.

                  (iii) The Custodian shall within 120 days after the Closing
         Date or the Funding Date, as the case may be, (A) confirm receipt of
         the documents listed in Section 2.16(b)(ii); and (B) acknowledge
         receipt but have no duty to confirm the contents of the documents
         listed in Section 2.16(b)(i) above. Only those Subsequent Receivables
         for which the documents listed in Section 2.16(b)(i) and (ii) are
         delivered to the Custodian on or before the Delivery Date and Funding
         Date, respectively, will be included in the Funding Event.

                  (iv)  The Owner Trustee will forward to the Note Insurer, the
         Rating Agencies, the Servicer, the Class B Noteholders and the Seller
         via facsimile on the Funding Date, followed by overnight courier to be
         received by the Note Insurer, the Servicer and the Seller no later than
         three Business Days after the Funding Date, copies of the documents
         specified in Section 2.16(b)(ii).

                  (v)   Upon satisfaction of the above requirements with
         respect to events to occur on or before 2:00 p.m. CST or CDT, as
         applicable, on the Funding Date, the Indenture Trustee will, on the
         Funding Date, withdraw funds from the Pre-Funding Account in an amount
         equal to 98% of the Receivables Purchase Price of the Subsequent
         Receivables acquired on such Funding Date and shall forward such funds
         to the Seller (or the Transferor on behalf of the Seller) or its
         designee, in cash by federal wire transfer funds, pursuant to the
         written directions provided to the Indenture Trustee in the Notice of
         Funding.

                  (vi)  The Indenture Trustee, on behalf of the Seller, shall
         deposit into the Reserve Fund, from amounts which would otherwise be
         released to the Seller from the Pre-Funding Account, an amount equal to
         the Subsequent Reserve Fund Deposit for such Funding Date.

         (c)      Any funds on deposit in the Pre-Funding Account after the
termination of the Funding Period (excluding investment earnings and income)
shall be used for the purpose of reducing the Aggregate Outstanding Principal
Balance of the Class A Notes and the Class B Notes in accordance with Section
5.05(c) hereof. Any amounts payable to the Holders of the Class A Notes and the
Class B Notes from the remaining balance in the Pre-Funding Account shall be
paid on the Payment Date immediately following the termination of the Funding
Period.



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<PAGE>   60


         Section 2.17 Authenticating Agents.

         (a) The Indenture Trustee may appoint one or more Persons (each, an
"Authenticating Agent") with power to act on its behalf and subject to its
direction in the authentication of Notes in connection with issuance, transfers
and exchanges under Sections 2.05, 2.06, 2.07, 2.08 and 10.06, as fully to all
intents and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate such Notes. For all purposes of
this Indenture, the authentication of Notes by an Authenticating Agent pursuant
to this Section shall be deemed to be the authentication of Notes "by the
Indenture Trustee." The Indenture Trustee shall be the Authenticating Agent in
the absence of any appointment thereof.

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

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

         (d) The Administrator agrees to pay to each Authenticating Agent (other
than the Indenture Trustee) from time to time reasonable compensation for its
services as agreed upon between the Authenticating Agent and the Administrative
Agent. The provisions of Sections 2.10 and 7.19 shall be applicable to any
Authenticating Agent.

         Section 2.18 Release of Collateral. Subject to Section 14.01, the
Indenture Trustee shall release property from the Lien of this Indenture only in
accordance hereby with the Transaction Documents and upon receipt of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or
an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates. If the
Commission shall issue an exemptive order under TIA Section 304(d) modifying the
Owner Trustee's obligations under TIA Sections 314(c) and 314(d)(1), subject to
Section 14.01 and the terms of the Transaction Documents, the Indenture Trustee
shall release property from the lien of this Indenture in accordance with the
conditions and procedures set forth in such exemptive order.


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<PAGE>   61



                                  ARTICLE III
               COVENANTS; COLLATERAL; REPRESENTATIONS; WARRANTIES

         Section 3.01 Performance of Obligations.

         (a) The Owner Trustee will not take any action or permit any action to
be taken by others which would release any Person from any of such Person's
covenants or obligations under any instrument included in the Trust Estate, or
which would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any such
instrument, except as expressly provided in this Indenture.

         (b) The Owner Trustee may contract with other Persons to assist it in
performing its duties hereunder, and any performance of such duties (other than
the execution of Officers' Certificates of the Owner Trustee and Issuer Orders
by a Person identified to the Indenture Trustee in an Officers' Certificate of
the Owner Trustee) shall be deemed to be action taken by the Owner Trustee. To
the extent that the Owner Trustee contracts with other Persons which include or
may include the furnishing of reports, notices or correspondence to the
Indenture Trustee, the Owner Trustee shall identify such Persons in a written
notice to the Indenture Trustee and the Note Insurer. Initially, the Owner
Trustee has contracted with the Servicer and the Administrator to assist the
Owner Trustee in performing its duties under this Indenture.

         (c) The Owner Trustee, the Seller and the Indenture Trustee will
characterize (i) the assignment of the Receivables by the Transferor to the
Seller pursuant to the Transfer and Assignment Agreement as a sale for financial
accounting purposes, (ii) the transfer of the Receivables by the Seller to the
Owner Trustee pursuant to the Contribution Agreement as a financing for
financial accounting purposes, (iii) the Grant of the Receivables by the Owner
Trustee under this Indenture as a pledge for federal income tax purposes and as
a pledge for financial accounting purposes, and (iv) the Transferor as the owner
of the Receivables for federal income tax purposes and the Class A Notes and the
Class B Notes as indebtedness of the Transferor for federal income tax purposes.
The Owner Trustee and the Seller and, at the direction and with the assistance
of the Seller, the Indenture Trustee, will file all required tax returns and
associated forms, reports, schedules and supplements thereto in a manner
consistent with such characterizations.

         (d) The Owner Trustee covenants to use its best efforts to pay all
taxes or other similar charges levied by any governmental authority with regard
to the Trust Property, except to the extent that the validity or amount of such
taxes is contested in good faith, via appropriate proceedings and with adequate
reserves established and maintained therefor in accordance with generally
accepted accounting principles.

         (e) The Owner Trustee hereby assumes liability for all liabilities
associated with the Trust Property or created under this Indenture, including
but not limited to any obligation arising from the breach or inaccuracy of any
representation, warranty or covenant of the Owner Trustee set forth herein.
Notwithstanding the foregoing, the Owner Trustee has and shall have no liability
with respect to the payment of principal and interest on the Notes, except as
otherwise provided in this Indenture.


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<PAGE>   62


         (f) Upon the occurrence of a Re-Liening Trigger, the Owner Trustee may
instruct the Indenture Trustee and the Servicer to take or cause to be taken
such action as may, in the judgment of the Note Insurer or its counsel, be
necessary to perfect or re-perfect the security interests in the Financed
Vehicles in the name of the Indenture Trustee by amending the title documents
relating to such Financed Vehicles or by such other reasonable means as may, in
the judgment of the Note Insurer or its counsel, be necessary or prudent.
Pursuant to the terms of the Servicing Agreement, the Indenture Trustee and the
Servicer shall take or cause to be taken such actions and the Servicer has
agreed to reimburse the Indenture Trustee for all Re-Liening Expenses related to
such perfection or re-perfection and to take all action necessary therefor,
including the preparation, execution and delivery of all such documents as may
be requested by the Indenture Trustee or the Servicer in connection therewith.
In addition, as provided in Section 5.05(c) hereof, the Indenture Trustee shall
be entitled to be reimbursed for Re-Liening Expenses incurred in connection with
taking or causing to be taken such actions, to the extent not paid by the
Servicer. Pursuant to the terms of the Servicing Agreement, on the Closing Date,
the Servicer shall grant to the Indenture Trustee an irrevocable power of
attorney, pursuant to which the Servicer shall appoint the Indenture Trustee as
its attorney-in-fact, such appointment being coupled with an interest, to take
any and all steps required to be performed by it pursuant to Section 2.29 of the
Servicing Agreement including execution of certificates of title or any other
documents in the name and stead of the Servicer. Pursuant to the terms of the
Servicing Agreement, at any time a Person other than COAF becomes the Servicer,
COAF shall grant to such successor Servicer, promptly after its appointment as
such, a power of attorney as described in the preceding sentence.

         Section 3.02 Negative Covenants. The Owner Trustee will not:

         (a) sell, transfer, exchange or otherwise dispose of any portion of its
interest in the Trust Property except as expressly permitted by this Indenture;

         (b) claim any credit on, or make any deduction from, the principal of
or interest on any of the Notes by reason of the payment of any taxes levied or
assessed upon any portion of the Trust Property;

         (c) merge or consolidate in whole or in part, except (i) as permitted
in paragraph (ii) of Section 3.10(b) or (ii) with the prior written consent of
the Note Insurer and prior written confirmation from the Rating Agencies that
the ratings on the Class A Notes will not be reduced or withdrawn;

         (d) permit the validity or effectiveness of this Indenture or any Grant
hereunder 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 under this Indenture, except as may
be expressly permitted hereby;

         (e) permit any Lien (other than the Lien of this Indenture) to be
created on or extend to or otherwise arise upon or burden the Trust Property or
any part thereof or any interest therein or the proceeds thereof;


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<PAGE>   63



         (f) permit the Lien of this Indenture not to constitute a valid first
priority, perfected security interest in the Trust Property;

         (g) incur, assume or guarantee any indebtedness of any Person secured
by any Receivables pledged under this Indenture, except (i) for such obligations
as may be incurred by the Owner Trustee in connection with the issuance of the
Notes pursuant to this Indenture and (ii) as permitted herein; or

         (h) amend or otherwise modify the Contribution Agreement or the
Servicing Agreement unless (i) such amendment is consented to in writing by the
Note Insurer and the Indenture Trustee, and (ii) as a result of the amendment,
there is no adverse effect on the ratings of any Class A Note by any of the
Rating Agencies.

         Section 3.03 Money for Note Payments.

         (a) All payments with respect to any Notes which are to be made from
amounts withdrawn from the Revenue Fund pursuant to Section 5.05 hereof shall be
punctually made on behalf of the Owner Trustee by the Indenture Trustee or by a
Paying Agent, and no amounts so withdrawn from an Account for payments with
respect to Notes shall be paid over to the Owner Trustee under any circumstances
except as provided in this Section 3.03 and Article V hereof.

         (b) When there shall be a Paying Agent that is not also the Note
Registrar, the Owner Trustee shall furnish, or cause the Note Registrar to
furnish, no later than the first Business Day after each Record Date, a list, in
such form as such Paying Agent may reasonably require, of the names and
addresses of the Noteholders and of the number of individual Notes held by each
such Noteholder.

         (c) Whenever there shall be a Paying Agent other than the Indenture
Trustee, the Owner Trustee will, on or before the Business Day next preceding
each Payment Date, direct the Indenture Trustee to deposit with such Paying
Agent an aggregate sum sufficient to distribute the amounts then becoming
payable (to the extent funds are then available for such purpose in the Revenue
Fund and the Reserve Fund), such sums to be held in trust for the benefit of the
Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a
Paying Agent in excess of an amount sufficient to distribute the amounts then
becoming due on the Notes with respect to which such deposit was made shall,
upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee
for application in accordance with Article V hereof.

         (d) The initial Paying Agent shall be the Indenture Trustee. Any
additional or successor Paying Agent shall be appointed by Issuer Order with the
prior written consent of the Note Insurer and with written notice to the
Administrator. The Owner Trustee shall not appoint any Paying Agent that is not,
at the time of such appointment, a depository institution or trust company
incorporated under the laws of the United States of America or any State thereof
and subject to supervision and examination by federal or state banking
authorities.

         (e) The Owner Trustee will 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 3.03, that such Paying Agent will:


                                       54


<PAGE>   64



                  (i)   allocate all sums received for payment to the Holders
         for which it is acting as Paying Agent on each Payment Date among such
         Holders in the proportion specified in the applicable servicer's report
         in the form of Exhibit A-1 to the Servicing Agreement to the extent
         permitted by applicable law;

                  (ii)  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 distributed to such Persons
         or otherwise disposed of as herein provided and distribute such sums to
         such Persons as herein provided;

                  (iii) if such Paying Agent is not the Indenture Trustee,
         immediately resign as a Paying Agent and forthwith pay to the Indenture
         Trustee all sums held by it in trust for payment with respect to the
         Notes if at any time it ceases to meet the standards set forth in
         clause (d) above required to be met by a Paying Agent at the time of
         its appointment;

                  (iv)  if such Paying Agent is not the Indenture Trustee, give
         the Indenture Trustee and the Note Insurer notice of any Default, Event
         of Default or Event of Servicing Default coming to its attention in the
         making of any payments required to be made with respect to the Notes
         for which it is acting as Paying Agent;

                  (v)   if such Paying Agent is not the Indenture Trustee, at
         any time during the continuance of any such Event of Default or Event
         of Servicing 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; and

                  (vi)  comply with all requirements of the Code and all
         regulations thereunder, with respect to the withholding from any
         payment made by it on any Notes of any applicable withholding taxes
         imposed thereon and with respect to any applicable reporting
         requirements in connection therewith; provided, however, that with
         respect to withholding and reporting requirements applicable to
         original issue discount (if any) on the Notes, the Paying Agent shall
         have first provided the calculations pertaining thereto to the
         Indenture Trustee.

         (f) The Owner Trustee 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, if other than the Indenture Trustee, 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 terms as those upon which such
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.

         (g) Any money held by the Indenture Trustee or any Paying Agent in
trust for the payment of any amount distributable but unclaimed with respect to
any Note shall be held in a non-interest bearing trust account, and if the same
remains unclaimed for two years after such amount has become due to the
Noteholder, it shall be discharged from such trust and paid to the Owner Trustee
without any further action by any Person; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Owner Trustee for
payment thereof


                                       55

<PAGE>   65



(but only to the extent of the amounts so paid to the Owner Trustee), and all
liability of the Indenture Trustee or such Paying Agent with respect to such
trust money shall thereupon cease. The Indenture Trustee may adopt and employ,
at the expense of the Owner Trustee, any reasonable means of notification of
such payment (including, but not limited to, mailing notice of such payment to
Noteholders whose Notes have been called but have not been surrendered for
prepayment or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or any Paying
Agent, at the last address of record for each such Noteholder).

         Section 3.04 Restriction of Owner Trustee Activities. Until the date
that is ninety-one (91) days after the payment by the Owner Trustee in full of
all payments on the Notes and any amount owed to the Note Insurer, the Owner
Trustee, as owner trustee for the Trust, will not on or after the date of
execution of this Indenture, (i) permit the Trust to engage in any business or
investment activities other than those necessary for, incident to, connected
with or arising out of, owning and Granting the Trust Property to the Indenture
Trustee for the benefit of the Noteholders, and, subject to the provisions
hereof, the Note Insurer, or contemplated hereby, in the Trust Agreement, the
Contribution Agreement and the Servicing Agreement (which business and
investment activities will not be contrary to the Trust's status as a
"Qualifying SPE" under FAS 140 or any successor accounting standard thereto),
(ii) incur any indebtedness secured in any manner by, or having any claim
against, the Trust Property or the Owner Trustee, except the Certificate or
indebtedness arising under the Servicing Agreement, the Insurance Agreement or
the Indenture Trustee fee letter, or (iii) incur any other indebtedness except
as permitted in the Trust Agreement, without giving notice thereof in writing,
not less than 30 nor more than ninety (90) days prior to the date on which such
amendment is to become effective, to the Indenture Trustee and the Rating
Agencies by delivery of an Officer's Certificate and obtaining the prior written
consent thereto of the Note Insurer.

         Section 3.05 Protection of Trust Property.

         (a) The Owner Trustee will from time to time execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance, and other instruments
(all as presented to it in final execution form), and will take such other
action as may be necessary or advisable to:

                  (i)   grant more effectively all or any portion of the Trust
         Property,

                  (ii)  maintain, preserve or enforce the terms and provisions
         of this Indenture or carry out more effectively the purposes hereof,

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

                  (iv)  enforce any of the Receivables; or

                  (v)   preserve and defend title to any Receivable or other
         instrument included in the Trust Property and the rights of the
         Indenture Trustee and of the Noteholders or the Note Insurer in such
         Receivable or other instrument against the claims of all persons and
         parties.



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<PAGE>   66



         The Owner Trustee shall deliver or cause to be delivered to the
Indenture Trustee and the Note Insurer file-stamped copies of, or filing
receipts for, any document recorded, registered or filed as provided above, as
soon as available following such recording, registration or filing. The Owner
Trustee shall cooperate fully with the Indenture Trustee and the Note Insurer in
connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this Section 3.05.

         (b) The Owner Trustee hereby irrevocably appoints the Indenture Trustee
as its agent and attorney-in-fact (such appointment being coupled with an
interest) to execute, upon the Owner Trustee's failure to do so, any financing
statement, continuation statement or other instrument, document, certificate or
agreement required pursuant to this Section 3.05; provided, however, that such
designation shall not be deemed to create any duty in the Indenture Trustee to
monitor the compliance of the Owner Trustee with the foregoing covenants; and
provided further, however, that the duty of the Indenture Trustee to execute any
instrument required pursuant to this Section 3.05 shall arise only if the
Indenture Trustee has actual knowledge of any default by the Owner Trustee in
complying with the provisions of Section 3.05(a) and the Indenture Trustee shall
have previously received a file stamped copy of the related original document or
financing statement. The Owner Trustee shall cooperate with the Indenture
Trustee and provide to the Indenture Trustee any information, documents or
instruments with respect to such financing statement, continuation statement or
other instrument that the Indenture Trustee may reasonably require. For purposes
of this Section 3.05(b), the Indenture Trustee will not be deemed to have actual
knowledge of any such default if the Indenture Trustee has not, but should have,
received an Opinion of Counsel pursuant to Section 3.06 addressing the facts
surrounding such default.

         (c) Except as necessary or advisable in connection with the fulfillment
by the Indenture Trustee of its duties and obligations described herein or in
the Servicing Agreement, the Indenture Trustee shall not remove any portion of
the Trust Property that consists of money or is evidenced by an instrument,
certificate or other writing from the jurisdiction in which it was held at the
date the most recent Opinion of Counsel was delivered pursuant to Section 3.06
(or from the jurisdiction in which it was held as described in the Opinion of
Counsel delivered at the Closing Date pursuant to Section 2.11(b), if no Opinion
of Counsel has yet been delivered pursuant to Section 3.06) unless the Indenture
Trustee shall have first received an Opinion of Counsel to the effect that the
lien created by this Indenture with respect to such property will continue to be
maintained after giving effect to such action or actions.

         (d) Within thirty (30) days after the Transferor, the Seller or the
Owner Trustee makes any change in its or their name, identity or structure which
would make any financing statement or continuation statement filed in accordance
with paragraph (a) above seriously misleading within the meaning of the UCC as
in effect in Texas, Delaware or Virginia or wherever else necessary or
appropriate under applicable law, or otherwise impair the perfection of the
security interest referred to in Article II hereof, the Owner Trustee shall give
or cause to be given to the Indenture Trustee and the Note Insurer written
notice of any such change and shall file such financing statements or amendments
as may be necessary to continue the perfection of the Indenture Trustee's
security interest in the Receivables and the proceeds thereof.


                                       57


<PAGE>   67


         (e) The Owner Trustee shall give the Indenture Trustee and the Note
Insurer (and the Owner Trustee shall require the Servicer to give the Indenture
Trustee and the Note Insurer) prompt written notice of any change in appointment
of the Owner Trustee, as a result of such change, the applicable provisions of
relevant law or the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and shall file such financing statements or amendments as may be
necessary to continue the perfection of the Indenture Trustee's security
interest in the Receivables and the proceeds thereof. The Owner Trustee shall at
all times maintain its chief executive office within the United States of
America.

         Section 3.06 Opinions as to Trust Property. (a) If the Opinion of
Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any
future action that the Owner Trustee must take to maintain the lien and security
interest hereof, no later than the time so specified in such Opinion (or any
subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in
any event within three months prior to the fifth anniversary of the Closing
Date, the Owner Trustee shall furnish to the Indenture Trustee and the Note
Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
re-filing of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and security interest created by this Indenture with respect to the Trust
Property and reciting the details of such action. The Owner Trustee shall also
provide the Indenture Trustee and the Note Insurer with a file stamped copy of
any document or instrument filed as described in such Opinion of Counsel
contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and re-filing of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture with respect to the
Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and
the Note Insurer hereunder specifies future action to be taken by the Owner
Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later
than the time so specified in such former Opinion to the effect required hereby.

         (b) On or before April 15 in each calendar year, beginning April 15,
2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note
Insurer an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements 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 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 April 15 in the following calendar year.



                                       58


<PAGE>   68
         Section 3.07 Statement as to Compliance. The Owner Trustee will deliver
to the Indenture Trustee and the Note Insurer, within 120 days after the end of
each fiscal year of the Trust (commencing 120 days after the fiscal year ended
December 31, 2001, and otherwise in compliance with the requirements of TIA
Section 314(a)(4)) an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that:

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

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

         (c) no event has occurred and is continuing which is, or after notice
or lapse of time or both would become, an Event of Default hereunder or, if such
an event has occurred and is continuing, specifying each such event known to him
or her and the nature and status thereof and remedies therefore being pursued.

         Section 3.08 Limitations on Liens. Except for the Lien created by this
Indenture, neither the Owner Trustee or the Indenture Trustee will create, incur
or suffer, or permit to be created or incurred or to exist, any Lien on any of
the Trust Property.

         Section 3.09 Recording. The Owner Trustee will, upon the Closing Date
and thereafter from time to time, cause financing statements and such other
instruments as may be required with respect thereto, including without
limitation, the Financing Statements (collectively called the "Recordable
Documents") to be filed, registered and recorded as may be required by present
or future law (with file stamped copies thereof delivered to the Indenture
Trustee), publish notice thereof and create, perfect and protect the lien hereof
upon the Receivables and the other items of the Trust Property, and publish
notice of and protect the validity of this Indenture. The Owner Trustee will,
from time to time, perform or cause to be performed any other act as required by
law and will execute or cause to be executed any and all further instruments
(including financing statements, continuation statements and similar statements
with respect to any of said documents with file stamped copies thereof delivered
to the Indenture Trustee) that are necessary for such creation, perfection,
publication and protection. The Owner Trustee shall pay, or shall cause to be
paid, all filing, registration and recording taxes and fees incident thereto,
and all expenses, taxes and other governmental charges incident to or in
connection with the preparation, execution, delivery or acknowledgment of the
recordable documents, any instruments of further assurance, and the Notes.

         Section 3.10  Agreements Not to Institute Bankruptcy Proceedings;
Additional Covenants.

         (a) The Owner Trustee shall not voluntarily institute any proceedings
to adjudicate the Trust as bankrupt or insolvent, consent to the institution of
bankruptcy or insolvency proceedings against the Trust, file a petition seeking
or consenting to reorganization or relief





                                       59
<PAGE>   69
under any applicable federal or state law relating to bankruptcy, consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or a substantial part of its property or admit
its inability to pay its debts generally as they become due or authorize any of
the foregoing to be done or taken on behalf of the Trust.

         (b) So long as any of the Notes are Outstanding and any amount is owed
to the Note Insurer:

                  (i) The Owner Trustee will keep in full effect its existence,
         rights and franchises as a banking corporation under the laws of the
         State of Delaware.

                  (ii) The Owner Trustee shall not cause the Trust to
         consolidate or merge with or into any other entity or convey or
         transfer its properties and assets substantially as an entirety to any
         entity unless (A) the entity (if other than the Trust) formed or
         surviving such consolidation or merger, or that acquires by conveyance
         or transfer the properties and assets of the Trust substantially as an
         entirety, shall be organized and existing under the laws of the United
         States of America or any State thereof or the District of Columbia as a
         special purpose bankruptcy remote entity, and shall expressly assume in
         form satisfactory to the Note Insurer, the Rating Agencies, the
         Indenture Trustee and, if a Note Insurer Default has occurred and is
         continuing, the Noteholders constituting Noteholder Approval the
         obligation to make due and punctual payments of principal and interest
         on the Notes then Outstanding and the performance of every covenant on
         the part of the Owner Trustee to be performed or observed pursuant to
         the Indenture, (B) immediately after giving effect to such transaction,
         no Event of Default under this Indenture shall have occurred and be
         continuing, (C) the Owner Trustee shall have delivered to the Note
         Insurer, the Rating Agencies and the Indenture Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance or transfer complies with this
         Indenture, (D) the Owner Trustee shall have obtained prior written
         confirmation from the Rating Agencies that the ratings on the Class A
         Notes will not be reduced or withdrawn, (E) the Note Insurer shall have
         given its prior written consent, and (F) the entity formed or surviving
         such consolidation or merger (which may be the Trust), or that acquires
         the properties and assets of the Trust substantially as an entirety,
         shall be a "Qualifying SPE" under FAS 140 or any successor accounting
         standard thereto; provided, however, that in no event shall the Owner
         Trustee have the power to cause the Trust to consolidate or merge with
         or into any other entity unless FAS 140 or any successor standard
         thereto specifically permits a "Qualifying SPE" to have the power to
         consolidate or merge with or into another entity.

                  (iii) The funds and other assets of the Owner Trustee shall
         not be commingled with those of any other Person (other than the
         temporary commingling of payments on the Receivables by the Servicer).

                  (iv) The Owner Trustee shall not be, become or hold itself out
         as being liable for the debts of any other Person.

                  (v) The Owner Trustee shall not cause or permit the Trust to
         form, or cause to be formed, any subsidiaries.



                                       60
<PAGE>   70
                  (vi) The Owner Trustee shall act solely in its own name and
         through its duly authorized officers or agents in the conduct of its
         business, and shall conduct its business so as not to mislead others as
         to the identity of the entity with which they are concerned. The Owner
         Trustee shall not permit the Trust to have any employees.

                  (vii) The Owner Trustee shall maintain its records and books
         of account and shall not commingle its records and books of account
         with the records and books of account of any other Person. The books of
         the Owner Trustee may be kept (subject to any provision contained in
         the applicable statutes) inside or outside the State of Delaware at
         such place or places as may be designated from time to time by the
         Trust Agreement.

                  (viii) All actions of the Trust shall be taken by the Owner
         Trustee or the Administrator.

                  (ix) The Owner Trustee shall not amend, alter, change or
         repeal any provision contained in this Section 3.10(b) without (A) the
         prior written consent of the Note Insurer and the Indenture Trustee and
         (B) prior written confirmation from the Rating Agencies (a copy of
         which shall be provided to the Indenture Trustee and the Note Insurer)
         that such amendment, alteration, change or repeal will have no adverse
         effect on the ratings assigned to the Class A Notes. Notwithstanding
         the foregoing, the provisions in Section 3.10(b) shall not be amended,
         changed, altered or repeated so as to permit the Owner Trustee to
         change the permitted activities of the Trust set forth in Section II.3
         of the Trust Agreement in a manner that would cause the Trust to cease
         to qualify as a "Qualifying SPE" under FAS 140 or any successor
         accounting standard thereto.

                  (x) The Seller shall not amend its Limited Liability Company
         Agreement and at all times shall have at least two Independent
         Directors.

                  If an Independent Director resigns, dies or becomes
         incapacitated, or such position is otherwise vacant, no action
         requiring the unanimous affirmative vote of the Board of Directors
         shall be taken until a successor Independent Director is elected and
         qualified and approves such action. In the event of the death,
         incapacity, or resignation of an Independent Director, or a vacancy for
         any other reason, a successor Independent Director shall be appointed
         by the remaining directors. The Independent Directors, in voting on
         matters subject to the approval of the Board of Directors, shall at all
         times take into account the interests of creditors of the Seller and
         the Trust. No Independent Director may be removed unless his or her
         successor is appointed.

                  (xi) The Owner Trustee shall not cause or permit the Trust to
         dissolve or liquidate, in whole or in part, except with the prior
         written consent of the Note Insurer and with prior written confirmation
         from the Rating Agencies that such dissolution or liquidation will have
         no adverse effect on the ratings assigned to the Class A Notes.

                  (xii) The Owner Trustee maintains and will maintain separate
         records and books of account from the Seller and the formalities of the
         form of its organization.



                                       61
<PAGE>   71
                  (xiii) The annual financial statements of the Transferor and
         the annual financial statements of the Seller will disclose the effects
         of these transactions in accordance with generally accepted accounting
         principles. Any consolidated financial statements which consolidate the
         assets and earnings of the Transferor with those of the Seller will
         contain a footnote stating that the assets of the Seller will not be
         available to creditors or any stockholder of the Transferor. The
         financial statements of the Seller will disclose that the assets of the
         Seller are not available to pay creditors of the Transferor.

                  (xiv) Other than certain Costs of Issuance, certain other
         costs and expenses related to the issuance of the Notes and amounts set
         forth in Section 7.07(a) and the payment of the fees and expenses of
         Wilmington Trust Company pursuant to a fee agreement between Wilmington
         Trust Company, in its individual capacity, and COAF, none of the
         Transferor, the Servicer or the Seller shall pay the Owner Trustee's
         expenses, guarantee the Owner Trustee's obligations or advance funds to
         the Owner Trustee for payment of expenses.

                  (xv) All business correspondences of the Owner Trustee are and
         will be conducted in the Owner Trustee's own name.

                  (xvi) Neither the Transferor nor the Seller does act nor will
         act as agent of the Owner Trustee and the Owner Trustee does not and
         will not act as agent of the Transferor or the Seller.

         Section 3.11 Providing of Notice. The Owner Trustee, upon learning of
any failure on its part to observe or perform in any material respect any
covenant, representation or warranty of the Owner Trustee set forth in this
Indenture or the Contribution Agreement, or of any failure on the part of the
Seller or the Transferor to observe or perform in any material respect any
covenant, representation or warranty of the Seller or the Transferor set forth
in the Contribution Agreement or the Transfer and Assignment Agreement,
respectively, shall promptly notify the Indenture Trustee, the Note Insurer, the
Noteholders, and the Transferor of such failure.

         Section 3.12 Representations and Warranties of the Owner Trustee. The
Owner Trustee hereby represents, warrants and covenants to the Indenture
Trustee, the Noteholders, the Note Insurer and the Rating Agencies that as of
the Closing Date and each Funding Date:

         (a) The Owner Trustee is validly existing with its full rights and
franchises as a Delaware banking corporation with full power and authority to
execute and deliver this Indenture, the Contribution Agreement, the
Administration Agreement and the Servicing Agreement and to perform the terms
and provisions hereof and thereof; the Owner Trustee has obtained all required
licenses and approvals, if any, in all jurisdictions in which the ownership or
lease of property or the conduct of its business requires such qualifications
except those jurisdictions in which failure to be so qualified would not have a
material adverse effect on the business or operations of the Owner Trustee or
the Trust Property;

         (b) All necessary action has been taken by the Owner Trustee on behalf
of the Trust to authorize and empower the Owner Trustee on behalf of the Trust,
and the Owner Trustee has full power and authority to execute, deliver and
perform its obligations under this Indenture, the



                                       62
<PAGE>   72
Contribution Agreement, the Administration Agreement and the Servicing
Agreement, and the Owner Trustee has full power and is duly authorized to
execute, deliver and perform its obligations under this Indenture, the
Contribution Agreement and the Servicing Agreement, and no consent or approval
of any Person is required with the execution, delivery or performance by the
Owner Trustee of this Indenture, the Contribution Agreement and the Servicing
Agreement;

         (c) This Indenture, the Contribution Agreement and the Servicing
Agreement have been duly executed and delivered and the execution and delivery
of this Indenture, the Contribution Agreement and the Servicing Agreement by the
Owner Trustee and its performance and compliance with the terms hereof and
thereof will not violate the Trust Agreement or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, indenture, loan,
credit agreement or any other agreement or instrument to which the Owner Trustee
is a party or which may be applicable to the Owner Trustee or any of its assets;

         (d) This Indenture, the Contribution Agreement and the Servicing
Agreement constitute valid, legal and binding obligations of the Owner Trustee,
enforceable against it in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the enforcement of creditors' rights generally and to general
principles of equity;

         (e) The Owner Trustee is not in violation of, and the execution,
delivery and performance of this Indenture, the Contribution Agreement and the
Servicing Agreement by the Owner Trustee will not constitute a violation with
respect to, any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or governmental agency, which violation might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Owner Trustee or its properties or
might have consequences that would materially affect the performance of its
duties hereunder or thereunder;

         (f) No proceeding of any kind, including but not limited to litigation,
arbitration, judicial or administrative, is pending or, to the Owner Trustee's
knowledge, threatened against or contemplated by the Owner Trustee which would
under any circumstance have an adverse effect on the execution, delivery,
performance or enforceability of this Indenture, the Contribution Agreement and
the Servicing Agreement;

         (g) Each of the representations and warranties of the Owner Trustee,
the Seller, the Transferor and the Servicer set forth in the Contribution
Agreement and the Servicing Agreement is, as of the Closing Date and, as of each
Funding Date will be, to the best knowledge of the Owner Trustee, true and
correct in all material respects and each such representation and warranty is
hereby incorporated in this Indenture as if set forth herein in full.

         (h) The Contribution Agreement and all related documents describe the
transfer of the Receivables from the Seller on the Closing Date and the Funding
Dates as transferred by the Seller to the Owner Trustee and evidence the clear
intention by the Seller and the Owner Trustee to effectuate transfer of such
Receivables.



                                       63
<PAGE>   73
         (i) The consideration received by the Seller for the Receivables is or
will be paid in full to the Seller immediately upon their transfer, and no
provision exists whereby the consideration will be modified after the date of
transfer. The consideration paid or to be paid for the Receivables is equivalent
to the fair market value of the Receivables transferred to the Owner Trustee.

         (j) The Owner Trustee has not incurred debt or engaged in activities
not related to the transactions contemplated hereunder except as permitted by
the Trust Agreement or Section 3.04 hereof.

         (k) The Owner Trustee is not insolvent and did not become insolvent as
a result of the Grant pursuant to this Indenture; the Owner Trustee is not
engaged and is not about to engage in any business or transaction for which any
property remaining with the Owner Trustee is unreasonably small capital or for
which the remaining assets of the Owner Trustee are unreasonably small in
relation to the business of the Owner Trustee or the transaction; the Owner
Trustee does not intend to incur, and does not believe or reasonably should not
have believed that it would incur, debts beyond its ability to pay as they
become due; and the Owner Trustee has not made a transfer or incurred an
obligation and does not intend to make such a transfer or incur such an
obligation with actual intent to hinder, delay or defraud any entity to which
the Owner Trustee was or became, on or after the date that such transfer was
made or such obligation was incurred, indebted. The consideration received by
the Owner Trustee for the Trust Property is being paid in full to the Owner
Trustee immediately upon the Grant thereof to the Indenture Trustee, and no
provision exists whereby the consideration will be modified after the date of
transfer. The consideration paid for the Trust Property is equivalent to the
fair market value thereof.

         (l) (i) The transfer of the Trust Property by the Seller to the Owner
Trustee pursuant to the Contribution Agreement is a financing for financial
accounting purposes, (ii) the Grant of the Receivables by the Transferor
pursuant to the terms of this Indenture is a pledge for financial accounting
purposes and tax purposes, (iii) the Class A Notes and the Class B Notes are
indebtedness of the Transferor for federal income tax purposes.

         (m) As of the Cutoff Date with respect to the Closing Date, the
Aggregate Receivable Balance is $[815,094,312.52.

         (n) The legal name of the Owner Trustee is as set forth in this
Indenture; the Owner Trustee has no trade-names, fictitious names, assumed names
or "doing business as" names.

         (o) Upon the delivery to the Custodian of the Receivables and the
Perfection UCCs, the Indenture Trustee, for the benefit of the Noteholders and
the Note Insurer, shall have a first priority perfected security interest in the
Receivables and in the proceeds thereof, limited with respect to proceeds to the
extent set forth in the UCC as in effect in the applicable jurisdiction. Other
than with respect to the Financed Vehicles, all filings (including, without
limitation, UCC filings) and other actions as are necessary in any jurisdiction
to perfect the ownership, security interest, or other interest of the Indenture
Trustee in the related Trust Property, including delivery of the Receivables,
the Custodian Files and the related Perfection UCCs to the applicable Custodian,
and the payment of any fees, have been made.




                                       64
<PAGE>   74
         (p) The absolute assignment of the Receivables and security interest in
the Financed Vehicles by the Transferor to the Seller pursuant to the Transfer
and Assignment Agreement, the transfer by the Seller to the Owner Trustee
pursuant to the Contribution Agreement or the Grant by the Owner Trustee to the
Indenture Trustee pursuant to this Indenture is not subject to the bulk transfer
or any similar statutory provisions in effect in any applicable jurisdiction.

         (q) The Trust is not an "investment company" as such term is defined in
the 1940 Act.

         (r) The principal place of business of the Owner Trustee and the chief
executive office of the Owner Trustee are located at the address set forth in
this Indenture and there are no other such locations.

         Section 3.13 Representations and Warranties of the Indenture Trustee.
The Indenture Trustee hereby represents and warrants to the Rating Agencies, the
Note Insurer and the Noteholders that as of the Closing Date and each Funding
Date:

         (a) The Indenture Trustee has been duly organized and is validly
existing as a national banking association under the laws of the United States;

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

         (c) This Indenture has been duly executed and delivered by the
Indenture Trustee and constitutes the legal, valid, and binding obligation of
the Indenture Trustee, enforceable against the Indenture Trustee in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, liquidation, moratorium, fraudulent
conveyance, or similar laws affecting creditors' or creditors of banks' rights
and/or remedies generally or by general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at law);

         (d) The execution, delivery and performance of this Indenture by the
Indenture Trustee will not constitute a violation with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency binding on the Indenture Trustee or such of its
property which is material to it, which violation might have consequences that
would materially and adversely affect the performance of its duties under this
Indenture;

         (e) The execution, delivery and performance of this Indenture by the
Indenture Trustee do not require any approval or consent of any Person, do not
conflict with the Articles of Association and Bylaws of the Indenture Trustee,
and do not and will not conflict with or result in a breach which would
constitute a material default under any agreement applicable to it or such of
its property which is material to it; and

         (f) No proceeding of any kind, including but not limited to litigation,
arbitration, judicial or administrative, is pending or, to the Indenture
Trustee's knowledge, threatened against or contemplated by the Indenture Trustee
which would have a reasonable likelihood of having an




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adverse effect on the execution, delivery, performance or enforceability of this
Indenture by or against the Indenture Trustee.

         Section 3.14 Maintenance of Office or Agency. The Owner Trustee will
maintain an office or agency where Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Owner Trustee
in respect of the Notes and this Indenture may be served. The Owner Trustee
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes. Such office will initially be located at the Indenture
Trustee's Corporate Trust Office.

                                   ARTICLE IV
                  ADMINISTRATION AND SERVICING OF RECEIVABLES

         Section 4.01   Servicing Agreement.

         (a) The Servicing Agreement, duly executed counterparts of which have
been filed with the Indenture Trustee, sets forth the covenants and obligations
of the Servicer with respect to the Trust Property and other matters addressed
in the Servicing Agreement, and reference is hereby made to the Servicing
Agreement for a detailed statement of said covenants and obligations of the
Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its
name or (to the extent required by law) in the name of the Owner Trustee, may
(but is not required to) enforce all rights of the Owner Trustee and all
obligations of the Servicer under and pursuant to the Servicing Agreement for
and on behalf of the Noteholders and the Note Insurer whether or not the Owner
Trustee is in default hereunder.

         (b) The Owner Trustee shall, at its own expense, duly and punctually
perform and observe each of its obligations to the Servicer under the Servicing
Agreement in accordance with the terms thereof. In addition, promptly following
a request from the Indenture Trustee to do so, the Owner Trustee shall take all
such lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by the Servicer of each of its obligations to the
Owner Trustee under or in connection with the Servicing Agreement, in accordance
with the terms thereof, and in effecting such request shall exercise any and all
rights, remedies, powers and privileges lawfully available to the Owner Trustee
under or in connection with the Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, including, without limitation, the
transmission of notices of default on the part of the Servicer thereunder and
the institution of legal or administrative actions or proceedings to compel or
secure performance by the Servicer of each of its obligations under the
Servicing Agreement.

         (c) The Owner Trustee agrees to give the Indenture Trustee, the Note
Insurer, the Class A Noteholders, the Class B Noteholders and the Rating
Agencies prompt written notice of each Default, Event of Default or Event of
Servicing Default on the part of the Servicer of its obligations under the
Servicing Agreement and any material adverse information regarding the
Servicer's servicing activities of which the Owner Trustee becomes aware. In the
event of termination of the Servicer due to an Event of Servicing Default under
the Servicing Agreement, a Successor Servicer which is an Eligible Servicer
selected by the Note Insurer shall assume the duties and responsibilities of the
Servicer under the procedures specified in the Servicing Agreement.



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         (d) The Owner Trustee shall not waive any default by the Servicer under
the Servicing Agreement without the written consent of (x) the Note Insurer or,
if a Note Insurer Default has occurred and is continuing, the Class A
Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate
Outstanding Principal Balance of the Class A Notes has been reduced to zero and
the Note Insurer has been paid in full the amounts then owing to it, the
Noteholders constituting Class B Noteholder Approval.

         (e) The Indenture Trustee does not assume any duty or obligation of the
Owner Trustee under the Servicing Agreement, and the rights given to the
Indenture Trustee thereunder are subject to the provisions of Article VII
hereof.

                                   ARTICLE V
                  ACCOUNTS, COLLECTIONS, PAYMENTS OF INTEREST
                     AND PRINCIPAL, RELEASES, RESERVE FUND,
                         AND STATEMENTS TO NOTEHOLDERS

         Section 5.01 Accounts. The Indenture Trustee shall establish the
Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and
the Collection Account (collectively, the "Accounts") in the name of the
Indenture Trustee for the benefit of the Noteholders and the Note Insurer, as
their interests may appear. The Collection Account shall be a segregated account
established with the Collection Account Depository and the remaining foregoing
Accounts and funds shall be segregated accounts established with the Corporate
Trust Office of the Indenture Trustee. Each Account shall be an Eligible
Account; provided, that if an Account ceases to be an Eligible Account, all
funds in such Account shall be deposited into an Eligible Account within 30 days
of the date an Authorized Officer of the Indenture Trustee first has knowledge
of, or receives written notice of, the fact that an Account is no longer an
Eligible Account.

         Amounts held in the Accounts (other than the Collection Account) shall
be invested by the Indenture Trustee, upon the written direction of the
Administrator, in Eligible Investments; provided, that amounts paid under the
Note Guaranty Insurance Policy shall not be invested. Each investment shall
mature no later than the applicable Transfer Date, except that investments in
funds or accounts under which Wells Fargo Bank Minnesota, National Association
or an Affiliate thereof is the investment adviser or the investment manager may
be held until the date on which funds are intended to be used. The Indenture
Trustee shall not be responsible for any losses incurred on any such investments
unless the Indenture Trustee or an Affiliate thereof is the obligor under such
investments. Any written investment direction from the Administrator shall
certify that any such investment is authorized by this Section 5.01 and is an
Eligible Investment. All amounts received as earnings on or income from any
investments or reinvestments of funds in any Account shall be credited to such
Account; provided, however, that on each Transfer Date, the Indenture Trustee
shall transfer all amounts received as earnings on or income from any
investments or reinvestments of funds in the Accounts to the Revenue Fund prior
to making any of the transfers or payments referred to in Section 5.05(c)
hereof.

         Section 5.02 Collections. Pursuant to the Servicing Agreement, the
Owner Trustee shall cause the Servicer to remit to the Collection Account
established pursuant to Sections 5.01 and 5.04 hereof, and to no other account,
as soon as practicable, but in no event later than the



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Collection Account Depository's close of business on the second Business Day
following the date of receipt thereof by the Servicer, any payments received by
the Servicer from or on behalf of Obligors including Actual Payments, Insurance
Proceeds, Defaulted Receivable Recoveries, Repurchase Prices and all proceeds
relating to the repossession or disposition of the Financed Vehicles.

         Section 5.03 Application of Collections. All amounts transferred to the
Revenue Fund with respect to any Collection Period shall be allocated by the
Indenture Trustee based solely upon the calculations and other written
information provided to the Indenture Trustee by the Servicer as set forth in
the relevant Monthly Servicer Report. The Indenture Trustee shall have the right
but not the obligation to determine, confirm or recalculate such information
provided by the Servicer.

         Section 5.04   Collection Account.

         (a) Bank of America, N.A. is hereby appointed as the initial Collection
Account Depository under this Indenture. Upon thirty (30) days' prior written
notice to the Indenture Trustee, the Note Insurer and the Servicer, the Owner
Trustee may, at any time and from time to time, appoint a successor Collection
Account Depository for the Collection Account and, upon prior written notice to
the Indenture Trustee and the Note Insurer certifying that the transfer complies
with the provisions of this Section 5.04, transfer the Collection Account from a
depository institution then serving as the Collection Account Depository to
another Collection Account Depository. If at any time the institution then
serving as the Collection Account Depository or the Collection Account ceases to
qualify as an eligible Collection Account Depository or Eligible Account,
respectively, then the Owner Trustee shall give written direction to the
Indenture Trustee to transfer the Collection Account to an Eligible Account at
an eligible Collection Account Depository chosen by the Owner Trustee and
approved in writing by the Note Insurer. Upon any such transfer, such successor
institution shall be deemed to be the Collection Account Depository with respect
to the Collection Account so transferred.

         (b) The Owner Trustee shall establish the Collection Account in the
name of the Indenture Trustee for the benefit of the Noteholders and the Note
Insurer and the Indenture Trustee shall maintain the Collection Account with the
Collection Account Depository as an account into which all amounts (including
late payments) remitted directly by Obligors and all amounts received by the
Servicer from or on behalf of Obligors under the terms of the Receivables, and
all amounts required to be deposited therein pursuant to Section 5.02, will be
deposited in accordance with the provisions of Section 5.02. The Collection
Account Depository shall be deemed to hold all funds on deposit for the account
of the Indenture Trustee and the Servicer shall transmit monthly statements on
all amounts received in the Collection Account to the Indenture Trustee upon
request.

         (c) The Indenture Trustee shall provide written instruction to the
Collection Account Depository (an "Acknowledgment Letter"), to the effect that
(i) the Collection Account Depository shall transfer cleared funds from the
Collection Account as instructed by the Indenture Trustee unless revised
instructions are given by the Indenture Trustee and (ii) the Collection Account
Depository shall follow any written instructions provided by the Indenture
Trustee with respect to the Collection Account. Such Acknowledgment Letter shall
be



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acknowledged in writing by the Collection Account Depository as of the date
hereof. The Owner Trustee shall obtain an Acknowledgment Letter from each
successor Collection Account Depository on or prior to the effectiveness of the
transfer of the Collection Account to such successor Collection Account
Depository.

         Section 5.05   Deposit of Funds in the Revenue Fund and Transfer of
Funds from the Revenue Fund and the Reserve Fund.

         (a) There shall be deposited into the Revenue Fund, from time to time,
the amounts specified in this Article V. All amounts on deposit in the
Collection Account representing collected funds at 11:00 a.m., Minneapolis,
Minnesota time, on each Business Day on which any of the Notes are Outstanding
shall be transferred by the Collection Account Depository that day to the
Indenture Trustee for deposit into the Revenue Fund upon receipt.

         (b) On each Payment Date, commencing with the Payment Date in
September, 2001, and if the Aggregate Outstanding Principal Balance of the Class
A-1 Notes has not been reduced to zero on or before the Class A-1 Final
Scheduled Payment Date, on the Class A-1 Final Scheduled Payment Date (with
respect to amounts payable to the Class A-1 Noteholders), the Indenture Trustee
shall, based on the information set forth in the Monthly Servicer Report, pay
amounts on deposit in the Revenue Fund and, to the extent provided in Section
5.05(c) below, the Reserve Fund to the Persons, in the order of priority and in
the amounts specified in Section 5.05(c).

         (c) (i) On each Transfer Date, and if the Aggregate Outstanding
Principal Balance of the Class A-1 Notes has not been reduced to zero on or
before the Class A-1 Final Scheduled Payment Date, (3) Business Days prior to
the Class A-1 Final Scheduled Payment Date (with respect to amounts payable to
the Class A-1 Noteholders), the Indenture Trustee shall, based on the
information set forth in the related Monthly Servicer Report, allocate funds for
payment from the Revenue Fund and, as applicable, the Reserve Fund, in the
following manner and order of priority and (ii) on the Payment Date, and if the
Aggregate Outstanding Principal Balance of the Class A-1 Notes has not been
reduced to zero on or before the Class A-1 Final Scheduled Payment Date, on the
Class A-1 Final Scheduled Payment Date (with respect to amounts payable to the
Class A-1 Noteholders), apply amounts on deposit in such Accounts specified
below in the following manner and order of priority:

                  First, from the Revenue Fund in an amount not to exceed the
         Monthly Available Funds and thereafter from the Reserve Fund, to pay
         the Indenture Trustee an amount equal to the Indenture Trustee Fee
         (including any prior unpaid Indenture Trustee Fees) and any reasonable
         expenses (including attorneys' fees and expenses) of the Indenture
         Trustee and to pay the Owner Trustee an amount equal to the Owner
         Trustee Fee (including any prior unpaid Owner Trustee Fees) and any
         reasonable expenses (including attorney's fees and expenses) of the
         Owner Trustee; provided, however, that unless (A) an Event of Default
         or an Event of Servicing Default has occurred and is continuing or (B)
         (x) the Note Insurer shall consent otherwise, or, if a Note Insurer
         Default has occurred and is continuing, Class A Noteholders
         constituting Class A Noteholder Approval shall consent otherwise, or
         (y) if the Aggregate Outstanding Principal Balance of the Class A Notes
         has been reduced to zero and the Note Insurer has been paid in full




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         the amounts then owing to it, Noteholders constituting Class B
         Noteholder Approval shall consent otherwise, aggregate expenses payable
         to the Indenture Trustee and the Owner Trustee pursuant to this clause
         First shall be limited to $35,000 per annum;

                  Second, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds and thereafter from the Reserve Fund,
         to pay the Servicer, an amount equal to the Servicing Fee (including
         any prior unpaid Servicing Fees) and expenses of the Servicer permitted
         under Section 2.13(b) of the Servicing Agreement (including any prior
         unpaid expenses) of the Servicer;

                  Third, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds and thereafter from the Reserve Fund,
         to pay to the Holders of each Class of Class A Notes, an amount which
         is equal to the Class A-1 Note Interest, Class A-2 Note Interest, Class
         A-3 Note Interest or Class A-4 Note Interest as applicable to each such
         Class; provided, however, that if there are insufficient funds to pay
         the full amount of Class A Note Interest on any Payment Date or Class
         A-1 Final Scheduled Payment Date, the available amounts shall be paid
         to the Class A Noteholders on a pro rata basis (based on the amount of
         Class A-1 Note Interest, Class A-2 Note Interest, Class A-3 Note
         Interest or Class A-4 Note Interest due, as applicable, for such
         Payment Date as a fraction of the Class A Note Interest due for such
         Payment Date or, if such date is the Class A-1 Final Scheduled Payment
         Date, the Class A-1 Final Scheduled Payment Date and the Payment Date
         immediately succeeding the Class A-1 Final Scheduled Payment Date);

                  Fourth, provided that no Note Insurer Default has occurred and
         is continuing, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds and thereafter from the Reserve Fund,
         to pay to the Note Insurer, an amount equal to the Premium (including
         any prior unpaid Premiums);

                  Fifth, provided that no Note Insurer Default has occurred and
         is continuing, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds and thereafter from the Reserve Fund,
         to pay to the Note Insurer, an amount which is equal to the
         Reimbursement Obligations due to the Note Insurer, excluding
         Reimbursement Obligations relating to payments made under the Policy
         with respect to principal on the Class A Notes;

                  Sixth, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds and thereafter from the Reserve Fund,
         to pay to the Class B Noteholders, an amount which is equal to the
         Class B Primary Note Interest;

                  Seventh, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds and thereafter from the Reserve Fund
         to pay (i) first, to the Class A-1 Noteholders, an amount equal to the
         Class A Principal Payment Amount for such Payment Date or Class A-1
         Final Scheduled Payment Date until the Aggregate Outstanding Principal
         Balance of the Class A-1 Notes is reduced to zero, (ii) second, to the
         Class A-2 Noteholders, an amount equal to the Class A Principal Payment
         Amount for such Payment Date until the Aggregate Outstanding Principal
         Balance of the Class A-2



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         Notes is reduced to zero, (iii) third, to the Class A-3 Noteholders, an
         amount equal to the Class A Principal Payment Amount for such Payment
         Date until the Aggregate Outstanding Principal Balance of the Class A-3
         Notes is reduced to zero, and (iv) fourth, to the Class A-4
         Noteholders, an amount equal to the Class A Principal Payment Amount
         for such Payment Date until the Aggregate Outstanding Principal Balance
         of the Class A-4 Notes is reduced to zero; provided, however, that
         after the occurrence of an Event of Default under this Indenture, the
         available amounts shall be paid to the Holders of each class of the
         Class A Notes on a pro rata basis (based on the Aggregate Outstanding
         Principal Balance of each Class of Class A Notes as a fraction of the
         Aggregate Outstanding Principal Balance of the Class A Notes) until the
         Aggregate Outstanding Principal Balance of the Class A Notes has been
         reduced to zero;

                  Eighth, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds, to pay the Note Insurer, an amount
         equal to all accrued and unpaid Premium and Reimbursement Obligations
         to the extent not paid pursuant to clauses Fourth and Fifth;

                  Ninth, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds, for deposit into the Reserve Fund,
         an amount equal to any deficiency between the amount then on deposit in
         the Reserve Fund (after giving effect to any withdrawals made or to be
         made from the Reserve Fund for payments on such Payment Date or the
         Class A-1 Final Scheduled Payment Date) and the Reserve Fund
         Requirement, calculated as of the close of business on the related
         Payment Date; provided, however, that if an Event of Default has
         occurred and is continuing, funds which otherwise would be deposited
         into the Reserve Fund pursuant to this clause Ninth shall be paid to
         the Noteholders pursuant to the provisions of clause Seventeenth of
         this Section 5.05(c);

                  Tenth, from the Revenue Fund in an amount not to exceed the
         remaining Monthly Available Funds, and thereafter from the Reserve
         Fund, but only to the extent of funds therein in excess of the Reserve
         Fund Requirement (after giving effect to any withdrawals made or to be
         made from the Reserve Fund for payments on such Payment Date pursuant
         to clauses First through Ninth), to pay to the Class B Noteholders, an
         amount equal to the Class B Principal Payment Amount; provided, that if
         (i) an Event of Default has occurred and is continuing, unless such
         Event of Default has been waived, in writing, by the Note Insurer or,
         if a Note Insurer Default has occurred and is continuing, by Class A
         Noteholders constituting Class A Noteholder Approval or (ii) an
         Insurance Agreement Event of Default has occurred and is continuing,
         unless a Note Insurer Default has occurred and is continuing or such
         Insurance Agreement Event of Default has been waived by the Note
         Insurer, (A) all funds in the Reserve Fund that are in excess of the
         Reserve Fund Requirement (after giving effect to any withdrawals made
         or to be made from the Reserve Fund for payments pursuant to clauses
         First through Ninth) and (B) amounts which otherwise would be payable
         to the Holders of the Class B Notes pursuant to this clause Tenth shall
         be payable to the Holders of each class of the Class A Notes (on a pro
         rata basis, based on the Aggregate Outstanding Principal Balance of
         each Class of Class A Notes as a fraction of the Aggregate Outstanding
         Principal Balance of



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<PAGE>   81
         the Class A Notes) until the Aggregate Outstanding Principal Balance of
         the Class A Notes has been reduced to zero;

                  Eleventh, from the Revenue Fund, in an amount not to exceed
         the remaining Monthly Available Funds, the amount necessary to reduce
         the outstanding balance of the Class B Notes until (A) the sum of (1)
         the Aggregate Outstanding Principal Balance of the Class A Notes and
         (2) the Aggregate Outstanding Principal Balance of the Class B Notes
         equals (B) the sum of (1) 95% of the Aggregate Receivable Balance as of
         the end of the related Collection Period and (2) the amount on deposit
         in the Pre-Funding Account (if any) provided that if an Event of
         Default has occurred and is continuing, payments under this clause
         Eleventh will be zero until such time as the Aggregate Outstanding
         Principal Balance of the Class A Notes is reduced to zero.

                  Twelfth, in connection with an optional redemption of the
         Notes, if any, occurring on such Payment Date pursuant to Section 6.02
         hereof, from the Revenue Fund and thereafter from the Reserve Fund, an
         amount equal to the sum of any shortfall of funds therein available in
         the following order of priority, (A) to pay any accrued Class A Note
         Interest, (B) to pay any accrued Class B Note Interest, (C) to reduce
         the Aggregate Outstanding Principal Balance of the Class A Notes to
         zero, (D) to pay to the Note Insurer any Premiums, Reimbursement
         Obligations and any other amounts payable upon optional redemption, (E)
         to pay to the Indenture Trustee and the Servicer any fees and expenses
         payable upon optional redemption and (F) to reduce the Aggregate
         Outstanding Principal Balance of the Class B Notes to zero;

                  Thirteenth, (A) from the Revenue Fund in an amount not to
         exceed the remaining Monthly Available Funds and thereafter from the
         Reserve Fund, to pay the Indenture Trustee, expenses of the Indenture
         Trustee permitted hereunder and not previously paid (including any
         prior unpaid expenses of the Indenture Trustee), to pay the Owner
         Trustee expenses of the Owner Trustee permitted under the Trust
         Agreement and not previously paid (including any prior unpaid expenses
         of the Owner Trustee) and (B) solely from the Revenue Fund in an amount
         not to exceed the remaining Monthly Available Funds, to pay to the
         Indenture Trustee, the Owner Trustee, the Servicer and other specified
         Persons, as the case may be, amounts payable to the Indenture Trustee
         and the Owner Trustee, if any, pursuant to the indemnification
         provisions hereof (including any prior unpaid indemnities of the
         Indenture Trustee and the Owner Trustee), to the applicable Persons,
         indemnities (including any prior unpaid indemnities by the Owner
         Trustee) and the Administrative Expenses, which amounts shall be
         calculated by the Servicer for inclusion in the Monthly Servicer
         Report;

                  Fourteenth, from the Revenue Fund in an amount not to exceed
         the remaining Monthly Available Funds and thereafter from the Reserve
         Fund, to pay to the applicable Person, an amount equal to the
         Transition Costs, if any, in connection with the transition of duties
         from the Servicer to a substitute Servicer;

                  Fifteenth, from the Revenue Fund in an amount not to exceed
         the remaining Monthly Available Funds and thereafter from the Reserve
         Fund, to pay to the applicable


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         Person (other than the Servicer), an amount equal to the Re-Liening
         Expenses, if any, to the extent not paid by the Servicer;

                  Sixteenth, from the Revenue Fund in an amount not to exceed
         the remaining Monthly Available Funds and thereafter from the Reserve
         Fund (only to the extent in excess of the Reserve Fund Requirement
         after giving effect to any withdrawals from or deposits to the Reserve
         Fund on such Payment Date) to pay to the Class B Noteholders, an amount
         equal to the Class B Excess Interest; provided, however, if an Event of
         Default has occurred and is continuing, payments under this clause
         Sixteenth shall be zero until such time as the Aggregate Outstanding
         Principal Balance of the Class A Notes is reduced to zero; and

                  Seventeenth, from the Revenue Fund in an amount not to exceed
         the remaining Monthly Available Funds, as appropriate, to the
         Certificate Distribution Account, an amount equal to the sum of such
         remaining balance of funds in the Revenue Fund plus all cash amounts
         held in the Reserve Fund in excess of the Reserve Fund Requirement
         (after giving effect to any withdrawals from or deposits to the Reserve
         Fund on such Payment Date); provided, that upon the occurrence or
         continuation of an Event of Default any amounts which otherwise would
         be payable to the Certificate Distribution Account pursuant to this
         clause Seventeenth shall be paid to the Holders of the Class A Notes
         (on a pro rata basis, based on the Aggregate Outstanding Principal
         Balance of each Class of Class A Notes as a fraction of the Aggregate
         Outstanding Principal Balance of the Class A Notes) until the Aggregate
         Outstanding Principal Balance of the Class A Notes has been reduced to
         zero and then to the Note Insurer until the Note Insurer has been paid
         all amounts then owing to it and, thereafter, to the Holders of the
         Class B Notes until the Aggregate Outstanding Principal Balance of the
         Class B Notes has been reduced to zero, unless the Note Insurer has,
         or, if a Note Insurer Default has occurred and is continuing, Class A
         Noteholders constituting Class A Noteholder Approval have, delivered a
         written waiver of an Event of Default, and the Noteholders constituting
         Class B Noteholder Approval have not given written direction to the
         Indenture Trustee to the contrary, in which case the amounts available
         for payment pursuant to this clause Seventeenth shall be paid to the
         Certificate Distribution Account.

         On the first Payment Date following the termination of the Funding
         Period, the Indenture Trustee shall, based on the information set forth
         in the related Monthly Servicer Report, (I) withdraw any remaining
         funds on deposit in the Pre-Funding Account (other than investment
         earnings or income) and (i) pay an amount equal to (A) the Class B
         Percentage divided by 0.98 multiplied by (B) the amount of such funds
         to the Holders of the Class B Notes, (ii) if the aggregate amount of
         such funds exceeds $100,000, pay an amount equal to (A) the Class A
         Percentage divided by 0.98 multiplied by (B) the amount of such funds
         to the Class A Noteholders on a pro rata basis (based on the Original
         Principal Balance of each Class of Class A Notes as a fraction of the
         Original Principal Balance of the Class A Notes) (provided that if the
         pro rata portion of such amount payable to any Class of Class A Notes
         exceeds the Aggregate Outstanding Principal Balance of such Class, such
         excess shall be distributed to each other Class of Class A Notes on a
         pro rata basis), and (iii) if the aggregate amount of such funds is
         less than or equal to $100,000, pay an amount equal to (A) the Class A
         Percentage divided by 0.98


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<PAGE>   83

         multiplied by (B) the amount of such funds to the Holders of the Class
         A Notes in sequential order of priority beginning with the Class A-1
         Notes until the Aggregate Outstanding Principal Balance of each Class
         is reduced to zero, and (II) withdraw any remaining funds on deposit
         in the Reserve Fund which were deposited therein on the Closing Date
         to cover negative arbitrage with respect to the funds deposited in the
         Pre-Funding Account on the Closing Date (after making all withdrawals
         from the Reserve Fund on such Payment Date) and pay such funds
         directly to the Transferor on such Payment Date.

     Section 5.06 Issuance Fund. On the Closing Date there shall be deposited
into the Issuance Fund an amount equal to (a) the gross proceeds from the sale
of the Class A Notes and Class B Notes plus (b) the Costs of Issuance of the
offering of the Notes and the Initial Reserve Fund Deposit to be supplied by the
Seller. The amounts on deposit in the Issuance Fund shall be paid or transferred
on the Closing Date (i) to the Reserve Fund, an amount equal to the Initial
Reserve Fund Deposit, (ii) to the Pre-Funding Account, the amount of
$111,590,087.39, (iii) to the Persons and in the amounts set forth in an
Officers' Certificate of the Owner Trustee stating the Costs of Issuance of the
Notes, and (iv) at the direction of the Owner Trustee, to the lienholders, the
amounts required to pay off existing lienholders with respect to the Receivables
Granted to the Indenture Trustee on the Closing Date pursuant to the terms
hereof. Subsequent to the disbursement of all funds initially deposited into the
Issuance Fund, the Issuance Fund shall be terminated and closed. Any amounts
estimated for disbursement as Costs of Issuance hereunder and not so disbursed
shall, at the written direction of the Seller, be disbursed by the Indenture
Trustee to the Seller.

     Section 5.07 Account Property. With respect to the Account Property, the
Owner Trustee and the Indenture Trustee agree that:

     (a) Any Account Property that constitutes Physical Property shall be
delivered to the Indenture Trustee in accordance with paragraph (a) of the
definition of "Delivery" and shall be held, pending maturity or disposition,
solely by the Indenture Trustee or a securities intermediary (as such term is
defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture
Trustee so as to continuously establish control (as defined in Section 8-106 of
the UCC) thereof by the Indenture Trustee.

     (b) Any Account Property that is a book-entry security held through the
Federal Reserve System pursuant to federal book-entry regulations shall be
delivered in accordance with paragraph (b) of the definition of "Delivery" and
shall be maintained by the Indenture Trustee, pending maturity or disposition,
through continued book-entry registration of such Account Property as described
in such paragraph so as to continuously establish control (as defined in Section
8-106 of the UCC) thereof by the Indenture Trustee.

     (c) Any Account Property which is an investment property (as defined in
Section 9-102 of the UCC) and that is not governed by clause (a) or (b) above
shall be delivered to the Indenture Trustee in accordance with paragraph (c) of
the definition of "Delivery" and shall be maintained by the Indenture Trustee,
pending maturity or disposition, through continued registration of the Indenture
Trustee's (or its nominee's) ownership of such security so as to


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<PAGE>   84

continuously establish control (as defined in Section 8-106 of the UCC) thereof
by the Indenture Trustee.

     Section 5.08 Pre-Funding Account.

     (a) The Indenture Trustee shall credit to the Pre-Funding Account, pursuant
to an Officer's Certificate, an amount equal to $111,590,087.39 transferred
thereto from the Issuance Fund representing a portion of the proceeds from the
sale of the Class A Notes and the Class B Notes.

     (b) The Indenture Trustee shall, upon receipt of written direction from the
Owner Trustee, withdraw funds on deposit in the Pre-Funding Account on a Funding
Date and remit such amount to the Transferor (on behalf of the Seller) for the
acquisition, transfer and Grant of the Subsequent Receivables. In addition, the
Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Fund
an amount equal to the Subsequent Reserve Fund Deposit for such Funding Date.
The amount of funds withdrawn from the Pre-Funding Account for such acquisition
of Subsequent Receivables will be equal to 98% of the Receivables Purchase Price
of the Subsequent Receivables, as of the applicable Cutoff Date; provided, that
Subsequent Receivables may not be purchased through the Pre-Funding Account
unless the addition of such Subsequent Receivables to the Receivables Pool meets
the requirements set forth in Section 2.16(b) hereof. Except as expressly set
forth herein and in the Servicing Agreement, the Indenture Trustee shall have no
duty to verify that the Subsequent Receivables meet the requirements set forth
in Section 2.16 hereof.

     (c) To the extent that any funds remain in the Pre-Funding Account after
termination of the Funding Period, such funds (other than investment earnings or
income) will be paid on the first Payment Date occurring after termination of
the Funding Period in accordance with Section 5.05(c).

     Section 5.09 Note Payments. The Indenture Trustee shall pay to each
Noteholder of record on the preceding Record Date either (i) by wire transfer,
in immediately available funds to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Indenture Trustee appropriate written instructions three
(3) Business Days prior to the Record Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $250,000 (which instructions
may remain in effect for subsequent Payment Dates), or (ii) if not, by check
mailed to such Noteholder at the address of such Noteholder appearing in the
Note Register, the amounts to be paid to such Noteholder pursuant to such
Noteholder's Notes; provided, that so long as the Class A Notes are registered
in the name of the Securities Depository such payments shall be made to the
nominee thereof in immediately available funds. All payments to the Note Insurer
shall be made by wire transfer.

     Section 5.10 Use of Moneys in the Reserve Fund. Pursuant to the uses and
purposes set forth in Section 5.05(c) hereof, the Indenture Trustee shall use
funds in the Reserve Fund for the uses and purposes and in the priority set
forth in Section 5.05(c) hereof.

     Section 5.11 Statements to Noteholders; Tax Returns. Within forty-five (45)
days after the end of each calendar year, the Owner Trustee shall cause the
Indenture Trustee to furnish to


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each Person who at any time during such calendar year was a Noteholder of record
and received any payment thereon (a) a report as to the aggregate of amounts
paid during such calendar year to each such Noteholder allocable to principal
and allocable to interest for such calendar year or applicable portion thereof
during which such Person was a Noteholder and (b) such information required by
the Code and regulations thereunder, to enable such Noteholders to prepare their
federal and state income tax returns. Within thirty (30) days after the end of
each calendar year, the Indenture Trustee shall furnish to the Seller a
statement containing such of the information provided pursuant to this Section
5.11 as relates to payments to the Seller, aggregated for such calendar year.
The obligation of the Indenture Trustee set forth in this paragraph shall be
deemed to have been satisfied to the extent that information shall be provided
by the Indenture Trustee, in the form of Form 1099 or other comparable form,
pursuant to any requirements of the Code.

     The Owner Trustee shall cause the Servicer to cause a firm of Independent
Public Accountants to prepare any tax returns required to be filed by the Owner
Trustee on behalf of the Trust.

     Section 5.12 Reports by the Indenture Trustee. The Indenture Trustee shall
deliver to the Note Insurer, the Seller and the Servicer, within five (5)
Business Days after the end of each Collection Period, a written report setting
forth the amount of the Reserve Fund and the identity of the investments
included therein. Without limiting the generality of the foregoing, the
Indenture Trustee shall, upon the written request of the Seller or the Note
Insurer, promptly transmit to the Seller or the Note Insurer, as the case may
be, copies of all accountings of, and information with respect to, the Reserve
Fund, investments thereof, and payments thereto and therefrom.

     Section 5.13 Final Balance. Upon payment of all principal and interest with
regard to the Notes, payment of all Premiums and Reimbursement Obligations to
the Note Insurer and payment of all reasonable fees, charges and other expenses,
such as fees and expenses of the Indenture Trustee, all moneys remaining in all
Accounts, except moneys necessary to make payments equal to such amounts and
payments of principal and interest with respect to the Notes, which moneys shall
be held and disbursed by the Indenture Trustee pursuant to this Article V, shall
be remitted to the Seller.

     Section 5.14 Officer's Certificates.

     (a) The Seller will deliver or cause to be delivered or otherwise make
available through electronic media to the Rating Agencies, the Note Insurer, the
Class B Noteholders and the Indenture Trustee:

          (i)  as soon as available, but in no event later than forty-five (45)
     days after the end of each fiscal quarter of Capital One Financial
     Corporation ("COFC") (commencing with the quarter ending September 30,
     2001), (A) an unaudited balance sheet and income statement (prepared in
     accordance with generally accepted accounting principles applied on a
     consistent basis, other than the absence of explanatory footnotes, and
     subject to year end adjustments) for COFC and its consolidated subsidiaries
     covering the preceding quarter, in each case certified by an Authorized
     Officer of each of such


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     Person to be true, accurate and complete copies of such financial
     statements and (B) an Officer's Certificate of each of the Servicer and
     Seller certifying as to the existence or nonexistence of an Event of
     Default; and

          (ii) on or before 120 days after the end of each fiscal year of COFC
     (commencing with the fiscal year ending December 31, 2001) (A) a copy of
     the audited annual financial statement of COFC included in the report filed
     on Form 10K with the Securities Exchange Commission and (B) an Officer's
     Certificate of each of the Servicer and Seller certifying as to the
     existence or nonexistence of an Event of Default;

          (iii) as soon as practicable and in any event within five (5) days
     after such filing, any financial reports filed by the Servicer with the
     Securities and Exchange Commission; and

          (iv) prompt notice of any change in the Servicer's fiscal year.

     (b) Except to the extent specifically provided in this Indenture, the
Indenture Trustee shall have no responsibility to review or any liability
whatsoever for the review of and/or reporting to the Noteholders, the Note
Insurer or otherwise of the results of any financial statements received by the
Indenture Trustee under this Section 5.14.

     (c) The Seller will cause a firm of Independent Public Accountants to
deliver to the Rating Agencies, the Class B Noteholders and the Note Insurer,
upon receipt of such covenants and representations from such Persons as such
Independent Accountants may require and as soon as practicable, but in any event
within 120 days after the end of each fiscal year, an annual review of the
Servicer's procedures and operations in form and substance reasonably
satisfactory to the Note Insurer, prepared by such firm of Independent Public
Accountants, dated as of December 31 of each year beginning December 31, 2001
and substantially stating to the effect that (i) such accountants have examined
the accounts and records of the Servicer relating to the Trust Property and the
conveyed property in all securitizations sponsored by the Owner Trustee or an
affiliate thereof (which records shall be described in one or more schedules to
such statement), (ii) such firm has compared the information contained in
certain Monthly Servicer Reports (and similar reports for other securitization
transactions sponsored by the Owner Trustee or an affiliate thereof) delivered
in the relevant period with information contained in the accounts and records
and other relevant source documents for such period, and (iii) on the basis of
the procedures performed, whether the information contained in such Monthly
Servicer Reports (and similar reports for such other securitization
transactions) delivered on the relevant period reconciles and agrees with the
information contained in the accounts and records and other relevant source
documents except for such exceptions as such Independent Public Accountants
believe to be immaterial and such other exceptions as shall be set forth in such
statement.

     Section 5.15 The Note Guaranty Insurance Policy.

     (a) No later than three (3) Business Days prior to each Payment Date, the
Indenture Trustee shall determine whether a Deficiency Amount (as defined in the
Policy) exists. If the Indenture Trustee determines that a Deficiency Amount
exists, the Indenture Trustee shall complete a notice in the form of Exhibit A
to the Note Guaranty Insurance Policy (the "Notice")


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and submit the Notice to the Note Insurer or its agent no later than 12:00 noon,
New York City time, on the second Business Day preceding such Payment Date, as a
claim for an Insured Payment (as defined in the Policy) in an amount equal to
such Deficiency Amount. The Indenture Trustee shall, as necessary, make a claim
on the Policy in respect of Preference Amounts (as defined in the Policy) in
accordance with the terms of the Policy.

     (b) The Indenture Trustee shall establish and maintain an Eligible Account
for the benefit of the Class A Noteholders for the exclusive use as an account
into which to deposit any proceeds of the Policy (the "Insurance Account"). Upon
receipt of an Insured Payment from the Insurer, the Indenture Trustee shall
deposit such Insured Payment in the Insurance Account. All amounts on deposit in
the Insurance Account shall remain uninvested. On each Payment Date, the
Indenture Trustee shall (i) transfer any Deficiency Amount then on deposit in
the Insurance Account to the Revenue Fund and (ii) return any money in the
Insurance Account which does not constitute an Insured Payment (as defined in
the Policy) to the Note Insurer. The Indenture Trustee shall distribute on each
Payment Date, to the Class A Noteholders, the Deficiency Amount for such Payment
Date from the Revenue Fund in accordance with the priorities set forth in
Sections 5.05(c) hereof.

     (c) The Indenture Trustee shall (i) receive as attorney-in-fact of each
Class A Noteholder any Insured Payment from the Note Insurer and (ii) distribute
such Insured Payment as set forth in subsection (b) above. Insured payments
disbursed by the Indenture Trustee from the proceeds of the Policy shall not be
considered payment by the Owner Trustee with respect to the Class A Notes, nor
shall such disbursement of such Insured Payments discharge the obligations of
the Owner Trustee with respect to the amounts thereof, and the Insurer shall
become the owner of such amounts as the deemed assignee and subrogee of such
Class A Noteholder. The Indenture Trustee hereby agrees on behalf of each Class
A Noteholder (and each Class A Noteholder, by its acceptance of its Class A
Notes, hereby agrees) for the benefit of the Note Insurer that the Indenture
Trustee shall recognize that to the extent the Note Insurer makes Insured
Payments, either directly or indirectly (as by paying through the Indenture
Trustee), to the Class A Noteholders, the Note Insurer will be entitled to
receive the reimbursements in accordance with the priority set forth in Section
5.05(c) hereof.

     Section 5.16 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 7.07, the Indenture Trustee shall, when
required by the provisions of this Indenture, execute instruments to release
property from the Lien of this Indenture or any other Transaction Document, or
convey the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture or
such other document. No party relying upon an instrument executed by the
Indenture Trustee as provided in this Article V shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any moneys.

     (b) The Indenture Trustee shall, at such time as there are no Notes
outstanding and all sums due the Indenture Trustee pursuant to Section 7.07 have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and release to the Owner Trustee or any
other Person entitled thereto any funds then on deposit in the Trust Accounts.
The Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 5.16(b) only upon receipt of an Issuer Request
accompanied by an Officer's


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Certificate, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA sections 314(c) and (314(d)(1)) meeting the
applicable requirements of Section 14.01.

     Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Book-Entry Note, acknowledges
that from time to time the Indenture Trustee shall release the Lien of this
Indenture in connection with the reconveyance of Receivables pursuant to Section
2.15 (to the extent of such reconveyance) or the liquidation of the Trust Estate
following an Event of Insolvency pursuant to Section 9.04.

     Section 5.17 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Owner Trustee to take any action
pursuant to Section 5.16(a), accompanied by copies of any instruments involved,
and the Indenture Trustee may also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Note Insurer or
Noteholders in contravention of the provisions of this Indenture; provided that
such Opinion of Counsel shall not be required to express an opinion as to the
fair value of the Trust Estate. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE VI
                               REDEMPTION OF NOTES

     Section 6.01 Privilege of Redemption and Redemption Price. The Class A
Notes and the Class B Notes are subject to redemption prior to the respective
Final Scheduled Payment Date at such times, at such redemption prices and upon
such terms as are specified in such Notes and in this Indenture.

     Section 6.02 Optional Redemption. The Class A Notes and the Class B Notes
are subject to redemption, in whole, prior to the respective Final Scheduled
Payment Date, at the option of the Owner Trustee, acting at the direction of the
Administrator, as long as COAF or an affiliate of COAF is the Administrator, on
any Payment Date on which the Aggregate Outstanding Principal Balance of the
Class A Notes plus the Aggregate Outstanding Principal Balance of the Class B
Notes (after giving effect to payments on such Payment Date) shall be less than
or equal to 10% of the Original Principal Balance of the Class A Notes plus the
Original Principal Balance of the Class B Notes, upon (i) delivery to the
Indenture Trustee and the Note Insurer, not less than twenty (20) days prior to
the date fixed for redemption, of an Officer's Certificate from the Owner
Trustee stating the Owner Trustee's election to redeem the Class A Notes and the
Class B Notes, (ii) the deposit by the Owner Trustee into the Revenue Fund, to
the extent of any shortfall therein, or the direction by the Owner Trustee to
the Indenture Trustee to transfer funds from the Reserve Fund for deposit into
the Revenue Fund, in the following order of priority, an amount equal to the sum
of (A) the Class A Note Interest due on such Payment Date, (B) the Class B Note
Interest due on such Payment Date, (C) the Aggregate Outstanding Principal
Balance of the Class A Notes, (D) all Premiums, fees,


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expenses, Reimbursement Obligations and any other amount of or due to the Note
Insurer, (E) any other fees and expenses payable upon optional redemption,
including those of the Indenture Trustee and the Servicer, as certified to the
Owner Trustee and the Note Insurer by the Servicer and (F) the Aggregate
Outstanding Principal Balance of the Class B Notes and (iii) payment of the
amounts and to the Persons specified in clause (ii) in the order of priority set
forth in clause (ii). If the Administrator fails to give such direction to the
Owner Trustee, the Note Insurer shall have the option to direct the Owner
Trustee to redeem the Class A Notes, in whole, by providing notice to the Owner
Trustee and the Indenture Trustee of such election and depositing or causing to
be deposited with the Indenture Trustee the amounts specified in (ii)(A) and (C)
in the preceding sentence, or causing to be transferred to the Revenue Fund from
the Reserve Fund the foregoing amounts; provided, that amounts on deposit in the
Reserve Fund shall be available to redeem the Class A Notes, to pay accrued
interest on the Class B Notes and to pay fees, Premiums and expenses then due
and owing, including those of the Note Insurer, and thereafter, any remaining
amounts on deposit in the Reserve Fund shall be available to redeem the Class B
Notes. No optional redemption shall be permitted without the prior written
consent of the Note Insurer if it would result in a draw on the Note Guaranty
Insurance Policy. Upon receipt of such amounts the Indenture Trustee shall (x)
make the final payment in full to the Class A Noteholders and the Class B
Noteholders as described herein and in the order of priority set forth above,
(y) pay to the appropriate parties all Premiums, fees and expenses, and
Reimbursement Obligations then due and (z) only if the Aggregate Outstanding
Principal Balance of the Class A Notes and the Aggregate Outstanding Principal
Balance of the Class B Notes have been reduced to zero, all interest accrued
thereon has been paid in full and all such Premiums, fees and expenses, and
Reimbursement Obligations then due have been paid in full, release any remaining
assets in the Trust Property to the Seller.

     Section 6.03 Notice of Redemption. Whenever by the terms of Section 6.02
of this Indenture the Indenture Trustee is required to redeem Notes, and subject
to and in accordance with the terms of this Article VI, the Indenture Trustee
shall give notice of the redemption in the manner prescribed by this Section
6.03; provided, however, that no such notice of redemption shall be given until
the Indenture Trustee holds, in any fund or account pursuant to this Indenture,
all amounts necessary to pay, on the redemption date, the principal of, premium,
if any, and interest accrued and unpaid on the Notes so called for redemption
and such other amounts required by Section 6.02.

     Any required notice of the call for any redemption of the Notes, shall
specify the redemption date, the redemption amount, the place or places where
amounts due upon such redemption will be payable and other terms of such
redemption, shall be given by the Indenture Trustee by mailing a copy of the
redemption notice by first-class mail (postage prepaid) not less than ten (10)
days and not more than thirty (30) days prior to the date fixed for redemption
to the registered owner of each Note to be redeemed in whole at the address
shown on the Note Register maintained by the Note Registrar with copies to the
Note Insurer, the Owner Trustee, the Seller and the Rating Agencies. Failure to
give or receive such notice by mailing to any Noteholder, or any defect therein,
shall not affect the validity of any proceedings for the redemption of other
Notes.

     Any notice mailed as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the registered owner of such
Notes receives the notice.


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     Section 6.04 Redemption Payments. Prior to the date fixed for redemption,
any additional funds required to pay Class A Note Interest, Class B Note
Interest and to reduce the Aggregate Outstanding Principal Balance of the Class
A Notes and the Class B Notes to zero shall be deposited in the Revenue Fund
with the Indenture Trustee to pay, and the Indenture Trustee is hereby
authorized and directed to apply such funds to the redemption of, the Class A
Notes and the Class B Notes called, together with accrued payments of interest
thereon to the Payment Date. Upon the deposit of funds in full for redemption
and payment thereof pursuant to Section 5.09, payments of interest on the Notes
or portions thereof thus called shall no longer accrue from and after the date
fixed for redemption.

     Section 6.05 Cancellation of Notes. All Notes which have been redeemed,
paid or retired or received by the Indenture Trustee for exchange shall not be
reissued but shall be canceled and destroyed in accordance with its customary
procedures.

                                  ARTICLE VII
                              THE INDENTURE TRUSTEE

     Section 7.01 Duties of the Indenture Trustee.

     (a) If the Indenture Trustee has received notice pursuant to Section 7.02
or a Responsible Officer shall otherwise have actual knowledge that an Event of
Default has occurred and is continuing, the Indenture Trustee shall, at the
direction of the Note Insurer, exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

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

          (i) The Indenture Trustee need perform only those duties that are
     specifically set forth in this Indenture and no others and no implied
     covenants or obligations of the Indenture Trustee shall be read into this
     Indenture.

          (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. The Indenture Trustee shall, however,
     examine such certificates and opinions to determine whether they conform on
     their face to the requirements of this Indenture but the Indenture Trustee
     shall not be required to determine, confirm or recalculate information
     contained in such certificates or opinions.

     (c) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own misconduct, except that:

          (i) This paragraph does not limit the effect of subsection (b) of this
Section 7.01.


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          (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.

          (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 from the Note Insurer or the Noteholders in
     accordance with this Indenture or for any action taken, suffered or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Indenture.

          (iv) Except in connection with the performance of its obligations
     under Section 3.05(b) hereof, the Indenture Trustee shall have no
     responsibility for filing any financing or continuation statement in any
     public office at any time or otherwise to perfect or to maintain the
     perfection of any security interest in any Receivable.

     (d) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur any financial or other liability
in the performance of any of its duties hereunder (including those duties set
forth in this Section 7.01), or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not assured to it;
provided, however, that nothing in this Section 7.01(d) shall be construed to
limit the exercise by the Indenture Trustee, at the Indenture Trustee's sole
discretion, of any right or remedy permitted under this Indenture or otherwise
in the event of the Owner Trustee's failure to pay the Indenture Trustee's fees
and expenses pursuant to Section 7.07. In having reasonable grounds for
believing that such repayment or indemnity is not assured to it, the Indenture
Trustee may consider not only the likelihood of repayment or indemnity by or on
behalf of the Owner Trustee but also the likelihood of repayment or indemnity
from amounts payable to it from the Trust Property pursuant to Sections 7.07 and
5.05(c) hereof.

     (e) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to the provisions of this Section 7.01.

     (f) The provisions of subsections (a), (b), (c) and (d) of this Section
7.01 shall apply to any co-trustee or separate trustee appointed by the Owner
Trustee and the Indenture Trustee pursuant to Section 7.13 hereof.

     (g) Money held in trust by the Indenture Trustee need not be segregated
from other trust funds held by the Indenture Trustee except to the extent
required by law.

     (h) The permissive right of the Indenture Trustee to take actions
enumerated in this Indenture shall not be construed as a duty and the Indenture
Trustee shall not be answerable for other than its gross negligence or willful
misconduct.

     (i) The Indenture Trustee shall not in any way be held liable by reason of
any insufficiency in any account held by the Indenture Trustee resulting from
any loss experienced on any Receivables.


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     (j) In no event shall the Indenture Trustee be required to take any action
that conflicts with any of the provisions of this Indenture or with the
Indenture Trustee's fiduciary duties or that adversely affect its rights and
immunities hereunder.

     (k) Within 5 Business Days of discovery by the Indenture Trustee of the
occurrence of an Event of Servicing Default, Event of Insolvency or Event of
Default or receipt of notice thereof, the Indenture Trustee shall provide notice
thereof to the Note Insurer, the Noteholders, the Rating Agencies and the Owner
Trustee. In the event the Servicer does not provide to the Note Insurer and the
Rating Agencies all reports of the Servicer and all reports to the Noteholders,
upon request of any of the Note Insurer or one of the Rating Agencies, the
Indenture Trustee shall deliver promptly after such request, copies of such
Servicer reports as are in the Indenture Trustee's possession to the Note
Insurer, the Rating Agencies and the Noteholders.

     (l) In no event shall the Indenture Trustee have any obligations or duties
under or have any liabilities whatsoever to Noteholders under the Employee
Retirement Income Security Act of 1974, as amended.

     (m) With respect to all Receivables released from the Lien of this
Indenture, the Indenture Trustee shall assign, without recourse, representation
or warranty, to the appropriate Person as directed by the Owner Trustee all the
Indenture Trustee's right, title and interest in and to such Receivable and
rights appurtenant thereto, such assignment being in the form as prepared by the
Servicer and acceptable to the Indenture Trustee. Such Person will thereupon own
such Receivable and related rights appurtenant thereto free of any further
obligation to the Indenture Trustee, the Note Insurer or the Noteholders with
respect thereto. The Indenture Trustee shall also execute and deliver all such
other instruments or documents as shall be reasonably requested by any such
Person to be required or appropriate to effect a valid transfer of title to a
Receivable and the rights appurtenant thereto.

     (n) Every provision of this Indenture relating to the Indenture Trustee
shall be subject to the provisions of this Section 7.01 and the provisions of
the TIA.

     Section 7.02 Notice of Event of Insolvency or Event of Default. The
Indenture Trustee shall not be required to take notice of or be deemed to have
notice or knowledge of any Event of Servicing Default, Event of Insolvency or
Event of Default, unless specifically notified in writing at the address set
forth in Section 14.04 or until a Responsible Officer shall have acquired actual
knowledge of any Event of Servicing Default, Event of Insolvency or Event of
Default.

     Section 7.03 Rights of the Indenture Trustee.

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

     (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any


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action it takes or omits to take in good faith in reliance on such Officer's
Certificate or Opinion of Counsel.

     (c) The Indenture Trustee shall not be liable for any action it takes or
omits to take or any action or inaction it believes in good faith to be
authorized or within its rights or powers.

     (d) Except as provided in Section 7.01(b) hereof, the Indenture Trustee
shall not be bound to make any investigation into the facts of matters stated in
any reports, certificates, payment instructions, opinion, notice, order or other
paper or document unless the Indenture Trustee has actual knowledge to the
contrary.

     (e) 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, but the Indenture Trustee shall be
responsible for any misconduct or negligence on the part of, and for the
supervision of, any such agent, attorney, custodian or nominee appointed by it
hereunder. 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 of any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

     Section 7.04 Not Responsible for Recitals, Issuance of Notes or Application
of Moneys as Directed. The recitals contained herein and in the Notes, except
the certificates of authentication on the Notes, shall be taken as the
statements of the Owner Trustee, and the Indenture Trustee assumes no
responsibility for their correctness. The Indenture Trustee makes no
representations with respect to the Trust Property or as to the validity or
sufficiency of the Trust Property or this Indenture or of the Notes. The
Indenture Trustee shall not be accountable for the use or application by the
Owner Trustee of the proceeds of the Notes. The Indenture Trustee shall not be
liable to any Person for any money paid to the Owner Trustee upon Owner Trustee
instruction or Issuer Order, Servicer instruction or order or direction provided
in a Monthly Servicer Report contemplated by this Indenture.

     Section 7.05 May Hold Notes. The Indenture Trustee or any agent of the
Owner Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Owner Trustee or any Affiliate
of the Owner Trustee with the same rights it would have if it were not the
Indenture Trustee or other agent.

     Section 7.06 Money Held in Trust. The Indenture Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Owner Trustee and except to the extent of income or other gain
on investments which are obligations of the Indenture Trustee, and income or
other gain actually received by the Indenture Trustee on investments which are
obligations of others.


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     Section 7.07 Compensation and Indemnity.

     (a) The Owner Trustee agrees:

          (i) jointly and severally with the Seller, the Transferor, the
     Administrator and the Servicer, to pay the Indenture Trustee from time to
     time the Indenture Trustee Fee. The Indenture Trustee's compensation shall
     not be limited by any law with respect to compensation of an Indenture
     Trustee of an express trust and the payment to the Indenture Trustee
     provided by Article V hereto shall constitute payment due with respect to
     the applicable fee agreement or letter;

          (ii) jointly and severally with the Seller, the Transferor, the
     Administrator and the Servicer, except as otherwise expressly provided
     herein, to reimburse the Indenture Trustee upon request for all reasonable
     expenses, disbursements and advances incurred or made by the Indenture
     Trustee in accordance with any provision of this Indenture (including, but
     not limited to, the reasonable compensation, expenses and disbursements of
     its agents and counsel and allocable costs of in-house counsel); provided,
     however, in no event shall the Owner Trustee, the Seller, the
     Administrator, the Transferor or the Servicer pay or reimburse the
     Indenture Trustee or the agents or counsel, including in-house counsel of
     either, for any expenses, disbursements and advances incurred or made by
     the Indenture Trustee in connection with any action or inaction on the part
     of the Indenture Trustee for which a court of competent jurisdiction has
     found the Indenture Trustee to be grossly negligent;

          (iii) jointly and severally with the Seller, the Transferor, the
     Administrator and the Servicer, to indemnify the Indenture Trustee and its
     officers, directors, employees and agents for, and to hold them harmless
     against, any loss, liability or expense incurred without gross negligence
     or bad faith on the part of the Indenture Trustee arising out of, or in
     connection with, the acceptance or administration of this trust, including
     the costs and expenses of defending itself against any claim in connection
     with the exercise or performance of any of its powers or duties hereunder;
     provided, however, that:

               (A) with respect to any such claim the Indenture Trustee shall
          have given the Owner Trustee, the Note Insurer, the Seller, the
          Transferor, the Administrator and the Servicer written notice thereof
          promptly after the Indenture Trustee shall have actual knowledge
          thereof, provided, that failure to notify shall not relieve the
          parties of their obligations hereunder;

               (B) while maintaining absolute control over its own defense, the
          Indenture Trustee shall cooperate and consult fully with the Owner
          Trustee, the Note Insurer, the Seller, the Transferor, the
          Administrator and the Servicer in preparing such defense;

               (C) notwithstanding anything to the contrary in this Section
          7.07(a)(iii), none of the Owner Trustee, the Seller, the Transferor,
          the Administrator or the Servicer shall be liable for settlement of
          any such claim by the Indenture Trustee entered into without the prior
          consent of the Owner Trustee,


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<PAGE>   95

          the Seller, the Transferor, the Administrator or the Servicer, as the
          case may be, which consent shall not be unreasonably withheld or
          delayed; and

               (D) the Indenture Trustee, its officers, directors, employees and
          agents, as a group, shall be entitled to counsel separate from the
          Owner Trustee, the Seller, the Transferor, the Administrator and the
          Servicer; to the extent the Owner Trustee's, the Seller's, the
          Transferor's or the Servicer's interests are not adverse to the
          interests of the Indenture Trustee, its officers, directors, employees
          or agents, the Indenture Trustee may agree to be represented by the
          same counsel as the Owner Trustee, the Seller, the Transferor or the
          Servicer.

          Such payment obligations and indemnification shall survive discharge
     hereof and the Trust Agreement. The Indenture Trustee's expenses are
     intended as expenses of administration.

     (b) The Indenture Trustee shall, on each Payment Date, in accordance with
the priority of payment set forth in Section 5.05(c), deduct payment of its fees
and expenses hereunder from moneys in the Revenue Fund.

     (c) The Seller agrees to assume and to pay, and to indemnify, defend and
hold harmless the Indenture Trustee, the Note Insurer and the Noteholders from
any taxes which may at any time be asserted with respect to, and as of the date
of, the Grant of the Trust Property to the Indenture Trustee, including, without
limitation, any sales, gross receipts, general corporation, personal property,
privilege or license taxes (but with respect to the Noteholders only, not
including any federal, state or other taxes arising out of the creation of the
issuance of the Notes or payments with respect thereto) and costs, expenses and
reasonable counsel fees in defending against the same.

     Section 7.08 Eligibility; Disqualification.

     (a) 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 $100,000,000 as set forth in its most recent published annual report
of condition and shall have a long term debt rating of investment grade or
better by the Rating Agencies or shall otherwise be acceptable to the Rating
Agencies. The Indenture Trustee shall comply with TIA ss. 310(b), including the
exception permitted by the second sentence of TIA ss. 310(b)(9); provided that
there shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or
indentures under which other securities of the Trust are outstanding if the
requirements for such exclusion set forth in ss. 310(b)(1) are met.

     (b) Within ninety (90) days after ascertaining the occurrence of an Event
of Default which shall not have been cured or waived, if required by the TIA or
the Commission, the Indenture Trustee shall resign with respect to the Class A
Notes or the Class B Notes in accordance with Section 7.10 of this Indenture,
and the Owner Trustee shall appoint a successor Indenture Trustee for two or all
of such Classes, as applicable, so that there will be separate Indenture
Trustees for the Class A Notes and the Class B Notes; provided that if a
separate Indenture Trustee is appointed for the Class A and Class B Notes,
unless otherwise approved by


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the Note Insurer, the Indenture Trustee shall continue to serve as Indenture
Trustee for the Class A Notes and the newly appointed Indenture Trustee shall
serve as Indenture Trustee for the Class B Notes. In the event the Indenture
Trustee fails to comply with the terms of the preceding sentence, the Indenture
Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

     (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 7.08, the
Owner Trustee, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the Indenture Trustee and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Indenture Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Indenture
Trustees co-trustees of the same trust and that each such Indenture Trustee
shall be a trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Indenture Trustee; and
upon the removal of the retiring Indenture Trustee shall become effective to the
extent provided herein.

     Section 7.09 [Reserved.]

     Section 7.10 Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Indenture Trustee and no appointment
of a successor Indenture Trustee pursuant to this Section 7.10 shall become
effective until the acceptance of appointment by the successor Indenture Trustee
under Section 7.11.

     (b) The Indenture Trustee may resign at any time by giving written notice
thereof to the Owner Trustee, the Administrator, the Servicer and the Note
Insurer. If an instrument of acceptance by a successor Indenture Trustee shall
not have been delivered to the Indenture Trustee within thirty (30) days after
the giving of such notice of resignation, the resigning Indenture Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.

     (c) The Indenture Trustee may be removed at any time by the Note Insurer
or, if a Note Insurer Default has occurred and is continuing, by the Holders
representing more than fifty percent (50%) of the Aggregate Outstanding
Principal Balance of the Class A and Class B Notes, by written notice delivered
to the Indenture Trustee, with copies to the Servicer, the Owner Trustee and, if
applicable, the Note Insurer.


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     (d) If at any time the Indenture Trustee shall cease to be eligible under
Section 7.08 or under ss. 310(b) of the TIA, or shall become incapable of acting
or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Indenture Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any such case,
the Owner Trustee with the prior written consent of the Note Insurer, by an
Issuer Order, or the Note Insurer may remove the Indenture Trustee.

     If the Indenture Trustee shall be removed pursuant to Sections 7.10(c) or
(d) and no successor Indenture Trustee shall have been appointed by the Note
Insurer and accepted appointment within thirty (30) days of the date of removal,
the removed Indenture Trustee may petition any court of competent jurisdiction
for appointment of a successor Indenture Trustee acceptable to the Note Insurer.

     (e) If the Indenture Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of the Indenture Trustee
for any cause, (i) the Owner Trustee, with the prior written consent of the Note
Insurer, by an Issuer Order or (ii) the Note Insurer or, if a Note Insurer
Default has occurred and is continuing, the Holders representing more than fifty
percent (50%) of the Aggregate Outstanding Principal Balance of the Class A
Notes and the Class B Notes, collectively, shall promptly appoint a successor
Indenture Trustee.

     (f) The Owner Trustee shall give to the Rating Agencies, the Note Insurer
and the Noteholders notice of each resignation and each removal of the Indenture
Trustee and each appointment of a successor Indenture Trustee. Each notice shall
include the name of the successor Indenture Trustee and the address of its
Corporate Trust Office.

     (g) The provisions of this Section 7.10 shall apply to any co-trustee or
separate trustee appointed by the Owner Trustee and the Indenture Trustee with
the consent of the Note Insurer pursuant to Section 7.13 hereof.

     Section 7.11 Acceptance of Appointment by Successor.

     (a) Every successor Indenture Trustee appointed hereunder shall execute,
acknowledge and deliver to the Owner Trustee and the retiring Indenture Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Indenture Trustee shall become effective and such
successor Indenture Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Indenture Trustee. Notwithstanding the foregoing, on request of the Owner
Trustee or the successor Indenture Trustee, such retiring Indenture Trustee
shall, upon payment of its fees, expenses and other charges, execute and deliver
an instrument transferring to such successor Indenture Trustee all the rights,
powers and trusts of the retiring Indenture Trustee and shall duly assign,
transfer and deliver to such successor Indenture Trustee all property and money
held by such retiring Indenture Trustee hereunder subject nevertheless to its
lien, if any, provided for in Section 7.07. Upon request of any such successor
Indenture Trustee, the Owner Trustee shall execute and deliver any and all
instruments for more fully and certainly vesting in and confirming to such
successor Indenture Trustee all such rights, powers and trusts.


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     (b) No successor Indenture Trustee shall accept its appointment unless at
the time of such acceptance such successor Indenture Trustee shall be qualified
and eligible under Sections 7.08 and 7.09.

     (c) Notwithstanding the replacement of the Indenture Trustee, the
obligations of the Owner Trustee pursuant to Section 7.07 shall continue for the
benefit of the retiring Indenture Trustee.

     Section 7.12 Merger, Conversion, Consolidation or Succession to Business of
the Indenture Trustee. Any corporation or national banking association into
which the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or national banking
association resulting from any merger, conversion or consolidation to which the
Indenture Trustee shall be a party, or any corporation, bank, trust company or
national banking association succeeding to all or substantially all of the
corporate trust business of the Indenture Trustee, shall be the successor of the
Indenture Trustee hereunder if such corporation, bank, trust company or national
banking association shall be otherwise qualified and eligible under Section 7.08
hereof, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. The Indenture Trustee shall provide notice of
any such transaction to the Note Insurer, the Rating Agencies and the
Administrator. In case any Notes have been authenticated, but not delivered, by
the Indenture Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Indenture Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Indenture Trustee had authenticated such Notes.

     Section 7.13 Co-trustees and Separate Trustees.

     (a) At any time or times, for the purpose of meeting the legal requirements
of any jurisdiction in which any of the Trust Property may at the time be
located, the Owner Trustee and the Indenture Trustee shall have power to
appoint, with the prior written consent of the Note Insurer, and, upon the
written request of the Indenture Trustee, the Note Insurer or the Noteholders
representing more than fifty percent (50%) of the Aggregate Outstanding
Principal Balance of the Class A Notes and the Class B Notes, and after
delivering written notice to the Administrator, the Owner Trustee shall for such
purpose join with the Indenture Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Indenture Trustee either to act as
co-trustee, jointly with the Indenture Trustee, of all or any part of the Trust
Property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions of
this Section 7.13. If the Owner Trustee does not join in such appointment within
fifteen (15) days after the receipt by it of a request so to do, or in case an
Event of Default has occurred and is continuing, the Indenture Trustee alone
with the prior written consent of the Note Insurer shall have power to make such
appointment.

     (b) Should any written instrument from the Owner Trustee be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate


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trustee such property, title, right or power, any and all such instruments
shall, on request, be executed, acknowledged and delivered by the Owner Trustee.

     (c) Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms:

          (i) The Notes shall be authenticated and delivered and all rights,
     powers, duties and obligations hereunder in respect of the custody of
     securities, cash and other personal property held by, or required to be
     deposited or pledged with, the Indenture Trustee hereunder, shall be
     exercised solely by the Indenture Trustee.

          (ii) The rights, powers, duties and obligations hereby conferred or
     imposed upon the Indenture Trustee in respect of any property covered by
     such appointment shall be conferred or imposed upon and exercised or
     performed by the Indenture Trustee or by the Indenture Trustee and such
     co-trustee or separate trustee jointly, as shall be provided in the
     instrument appointing such co-trustee or separate trustee, except to the
     extent that under any law of any jurisdiction in which any particular act
     is to be performed, the Indenture Trustee shall be incompetent or
     unqualified to perform such act, in which event such rights, powers, duties
     and obligations shall be exercised and performed solely by such co-trustee
     or separate trustee.

          (iii) The Indenture Trustee at any time, by an instrument in writing
     executed by it, with the concurrence of the Owner Trustee evidenced by an
     Issuer Order, may accept the resignation of, or remove, any co-trustee or
     separate trustee appointed under this Section 7.13, and, in case an Event
     of Default has occurred and is continuing, the Indenture Trustee shall have
     power to accept the resignation of, or remove, any such co-trustee or
     separate trustee without the concurrence of the Owner Trustee. Upon the
     written request of the Indenture Trustee, the Owner Trustee shall join with
     the Indenture Trustee in the execution, delivery and performance of all
     instruments and agreements necessary or proper to effectuate such
     resignation or removal. A successor to any co-trustee or separate trustee
     so resigned or removed may be appointed in the manner provided in this
     Section 7.13.

          (iv) otherwise liable by reason of any act or omission of the
     Indenture Trustee, or any other such trustee hereunder, and the Indenture
     Trustee shall not be financially or otherwise liable by reason of any act
     or omission of any co-trustee or other such separate trustee hereunder.

          (v) Any Act of Noteholders delivered to the Indenture Trustee shall be
     deemed to have been delivered to each such co-trustee and separate trustee.

     Section 7.14 Books and Records. The Indenture Trustee agrees to provide to
the Noteholders the right during normal business hours upon prior reasonable
notice in writing to inspect its books and records insofar as the books and
records relate to the functions and duties of the Indenture Trustee pursuant to
this Indenture.

     Section 7.15 Control. Upon the Indenture Trustee being adequately
indemnified in writing to its satisfaction, the Note Insurer or, if a Note
Insurer Default has occurred and is


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continuing, the Holders constituting Noteholder Approval shall have the right to
direct the Indenture Trustee with respect to any action or inaction by the
Indenture Trustee hereunder, the exercise of any trust or power conferred on the
Indenture Trustee, or the conduct of any proceeding for any remedy available to
the Indenture Trustee with respect to the Notes or the Trust Property provided
that:

     (a) such direction shall not be in conflict with any rule of law or with
this Indenture or expose the Indenture Trustee to financial or other liability
or be unduly prejudicial to the Noteholders not approving such direction
including, but not limited to and without intending to narrow the scope of this
limitation, direction to the Indenture Trustee to act or omit to act, directly
or indirectly, to amend, hypothecate, subordinate, terminate or discharge any
Lien benefiting the Noteholders in the Receivables and other items of Trust
Property;

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

     (c) except as expressly provided otherwise herein (but only with the
consent of or at the direction of the Note Insurer), the Indenture Trustee shall
have the authority to take any enforcement action which it reasonably deems to
be necessary to enforce the provisions of this Indenture.

     Section 7.16 Suits for Enforcement. If an Event of Default shall occur and
be continuing, the Indenture Trustee may, in its discretion and with the consent
of (1) the Note Insurer or (2) if a Note Insurer Default has occurred and is
continuing, Noteholders constituting Class A Noteholder Approval or (3) if the
Aggregate Outstanding Principal Balance of the Class A Notes (and all interest
accrued thereon) has been reduced to zero and the Note Insurer shall have been
paid in full all amounts then owing to it, Noteholders constituting Class B
Noteholder Approval, and shall, at the direction of the Note Insurer,
Noteholders constituting Class A Noteholder Approval or Noteholders constituting
Class B Noteholder Approval, as the case may be, proceed to protect and enforce
its rights and the rights of any Noteholders under this Indenture by a suit,
action or proceeding in equity or at law or otherwise, 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 any Noteholders, but in no event shall the
Indenture Trustee be liable for any failure to act in the absence of direction
from the Note Insurer or, if a Note Insurer Default has occurred and is
continuing, the Noteholders as contemplated by Section 7.15 hereof.

     Section 7.17 Noteholder Characterization. The Noteholders (and each Note
Owner by its acceptance of an interest in the applicable Book-Entry Note) and
each Transferee acknowledge and agree to treat the Class A Notes and the Class B
Notes as debt of the Transferor and the Transferor as the owner of the
Receivables for tax purposes. The Seller, the Transferor, the Indenture Trustee,
and each Noteholder hereby agrees to file all tax returns and associated forms
and reports in a manner consistent with the characterization of the Class A
Notes and the Class B Notes as debt of the Seller.


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     Section 7.18 Documents Held by COAF as Custodian; Indication of Trust
Ownership; Inspection and Release of Custodian Files.

     (a) COAF, upon the execution and delivery of this Indenture, is hereby
appointed as custodian, and hereby accepts such appointment, to hold and
maintain physical possession of the Custodian Files (in such capacity together
with its successors in such capacity, the "Custodian"). The Custodian Files are
to be delivered to the Custodian or its designated bailee by or on behalf of the
Transferor, the Seller and the Owner Trustee and the Indenture Trustee within
two (2) Business Days preceding the Closing Date or Funding Date, as the case
may be, with respect to each Receivable acquired on the Closing Date or such
Funding Date accompanied by Certificate of Delivery as required by the Transfer
and Assignment Agreement. The Owner Trustee shall cause the Transferor (i) on or
prior to the Closing Date or the Funding Date, to file or cause to be filed,
appropriate UCCs with respect to the Trust Property Granted hereunder and (ii)
to deliver Perfection UCCs to the Indenture Trustee within thirty (30) days of
the Closing Date or Funding Date, as the case may be.

     (b) The Custodian shall (i) within 120 days after the Closing Date or
Funding Date, as the case may be, review 100% of the Custodian Files to verify
the presence of the original retail installment contract and security agreement
and an original Certificate of Title or other evidence of lien with respect to
each Receivable, and (ii) within forty-five (45) days after the Closing Date,
review its files to determine that the Perfection UCCs have been delivered to
the Custodian. The Custodian shall, within five (5) Business Days of each of the
foregoing inspections, deliver a Custodian Receipt to the Class B Noteholders,
the Rating Agencies, the Transferor, the Owner Trustee and the Note Insurer.
With respect to any Receivable for which any of the foregoing documents has not
been delivered to the Custodian or corrected before delivery by the Custodian of
a Custodian Receipt with respect to such Custodian File, the Owner Trustee shall
remove or cause the removal of the related Receivable from the Trust Property,
and the Owner Trustee shall cause the Seller and the Transferor to acquire and
repurchase, respectively, such Receivable from the Trust Property and deposit
the Repurchase Price in the Collection Account pursuant to Section 2.15 hereof.
Other than the reviews set forth in this paragraph, the Custodian shall have no
duty or obligation to review any of the Custodian Files.

     (c) The Custodian agrees to maintain the Custodian Files which are
delivered to it at the offices of the Custodian as shall from time to time be
identified to the Indenture Trustee by written notice. Subject to the foregoing,
COAF may temporarily move individual Custodian Files or any portion thereof
without notice as necessary to allow the Servicer to conduct collection and
other servicing activities in accordance with its customary practices and
procedures. The Owner Trustee shall cause the Servicer and each Successor
Servicer to take whatever actions are required subject to the other provisions
of the Servicing Agreement, including, but not limited to, the filing of
financing statements, as a result of relocating the Custodian Files, if any, to
maintain the perfection of the Indenture Trustee's and the Noteholders' right,
title and interest in and to the Receivables and the Custodian Files.

     (d) The Custodian shall have and perform the following powers and duties:

          (i) hold the Custodian Files for the benefit of all present and future
     Noteholders and the Note Insurer, and maintain a current inventory thereof;


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          (ii) carry out such policies and procedures in accordance with its
     customary actions with respect to the handling and custody of the Custodian
     Files so that the integrity and physical possession of the Custodian Files
     will be maintained; and

          (iii) promptly release the original retail installment contract and
     security agreement evidencing a Receivable or the original Certificate of
     Title to a Financed Vehicle then held by it to the Servicer upon receipt of
     a written request for release of documents certified by an officer of the
     Servicer, substantially in the form of Exhibit C to the Servicing
     Agreement, with respect to the matters therein; provided, however, that the
     Custodian shall be deemed to have received proper instructions with respect
     to the Custodian Files upon its receipt of written instructions from the
     Servicer in the form of Exhibit C to the Servicing Agreement; and provided
     further, however, that no such Exhibit C shall be required to be delivered
     if the Servicer is the Custodian.

     In performing its duties as custodian, the Custodian agrees to act with
reasonable care, using that degree of skill and care that it exercises with
respect to similar contracts owned or held by it.

     (e) So long as COAF is the Custodian, COAF shall have no obligation (i) to
physically segregate the Custodian Files from the other custodial files it is
holding for its own account or on behalf of any other Person or (ii) to
physically mark the Custodial Files to demonstrate the transfer of Custodial
Files and the Indenture Trustee's security interest under the Indenture;
provided, however, that (x) if neither the Performance Guarantor nor COAF has a
long term unsecured debt rating of "Ba1" by Moody's, "BB" by Standard & Poor and
"BB" by Fitch or (y) an Event of Servicing Default has occurred and is
continuing, COAF shall be required to physically segregate the Custodial Files
from the other custodial files it is holding for its own account or on behalf of
any other Person; provided, further, however, that if neither the Performance
Guarantor nor COAF has a long term unsecured debt rating of "Ba3" by Moody's,
COAF shall be required to physically mark the Custodial Files to demonstrate the
transfer of Custodial Files and the Indenture Trustee's security interest under
the Indenture. If COAF is required to mark or segregate the Custodial Files
pursuant to the provisions in the proceeding sentence, COAF shall be required to
complete such segregation or marking of the Custodial Files, as the case may be,
no later than sixty (60) days after the occurrence of the event triggering the
obligation of COAF to segregate or mark the Custodial Files.

     (f) If COAF ceases to be the Servicer under the Servicing Agreement, COAF
shall be terminated as Custodian hereunder and the Indenture Trustee shall
become the successor Custodian hereunder and assume all the rights and
obligations of the "Custodian" hereunder. On the effective date of the
termination of COAF as Servicer under the Servicing Agreement or upon the
occurrence of a Re-Liening Trigger (the "Custodial Transfer Date"), COAF shall
be released of all of its obligations as Custodian arising on or after such
date. The Custodian Files shall be delivered by COAF to the Indenture Trustee,
as successor Custodian, on or before the date which is two (2) Business Days
prior to the Custodian Transfer Date.

     Section 7.19 Preferential Collection of Claims Against Owner Trustee. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA


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ss. 311(b). An Indenture Trustee who has resigned or been removed shall be
subject to TIA ss. 311(a) to the extent indicated.

     Section 7.20 The 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 the 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 Certificateholder in respect of which such judgment has
been obtained.

                                  ARTICLE VIII
                                   [RESERVED]

                                   ARTICLE IX
                     EVENTS OF INSOLVENCY; EVENT OF DEFAULT

     Section 9.01 Events of Insolvency; Events of Default. (a) The occurrence of
any event described in clauses (iv) and (v) of subparagraph (b) below shall
constitute an "Event of Insolvency" hereunder.

     (b) The occurrence of any of the following events shall constitute an
"Event of Default" hereunder:

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

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

          (iii) default in the observance or performance of any material
     covenant or agreement of Owner Trustee made in this Indenture, or any
     representation or warranty of Owner Trustee made in this Indenture or in
     any certificate or other writing delivered pursuant hereto or in connection
     herewith proving to have been incorrect in any material respect as of the
     time when the same shall have been made, and such default shall continue or
     not be cured, or the circumstance or condition in respect of which such
     misrepresentation or warranty was incorrect shall not have been eliminated
     or otherwise cured, for a period of 30 days (or for such longer period not
     in excess of 90 days, as may be reasonably necessary to remedy such
     default; provided that (i) such default is capable of remedy within 90 days
     or less, (ii) the Note Insurer, unless a Note Insurer Default has occurred
     and is continuing, consents to such longer cure period, and (iii) the
     Servicer, on behalf of the Owner Trustee, delivers an Officer's Certificate
     to the Indenture Trustee to the effect that the Owner Trustee has commenced
     or will promptly commence and diligently pursue all reasonable efforts to
     remedy such default); provided that such default is capable of remedy
     within 90 days or less and Servicer on behalf of the Owner Trustee delivers
     an Officer's Certificate to the Indenture Trustee to the effect that Owner


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     Trustee has commenced, or will promptly commence and diligently pursue, all
     reasonable efforts to remedy such default) after the earlier of discovery
     or the time that there shall have been given, by registered or certified
     mail, to Owner Trustee by the Indenture Trustee or to the Owner Trustee and
     the Indenture Trustee by the Note Insurer (or, during the continuance of a
     Note Insurer Default, by the Holders of at least 25% of the Outstanding
     Principal Balance of the Class A Notes), or, if the Class A Notes are no
     longer Outstanding and the Note Insurer has been paid in full all amounts
     then owing to it, by the Holders of at least 25% of the Outstanding
     Principal Balance of the Class B Notes, a written notice specifying such
     default or incorrect representation or warranty and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;

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

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

          (vi) a draw is made on the Note Guaranty Insurance Policy; or

          (vii) So long as a Note Insurer Default has not occurred and is not
     continuing, an Insurance Agreement Event of Default shall have occurred;
     provided, however, that the occurrence of an Insurance Agreement Event of
     Default may not form the basis of an Event of Default unless the Note
     Insurer shall, upon prior written notice to the Rating Agencies, have
     delivered to the Owner Trustee and the Indenture Trustee and not rescinded
     in a written notice, specifying that such Insurance Agreement Event of
     Default constitutes an Event of Default under this Indenture.

     Section 9.02 Removal of Services; Acceleration of Maturity; Rescission and
Annulment.


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<PAGE>   105

     (a) So long as a Note Insurer Default has not occurred and is not
continuing, if an Event of Insolvency shall have occurred and be continuing, the
Indenture Trustee shall, at the direction of the Note Insurer, declare all the
Notes to be immediately due and payable, by a notice in writing to Owner Trustee
(and to the Indenture Trustee if given by Noteholders or the Note Insurer), 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) If an Event of Default should occur and be continuing, then after the
applicable grace period set forth in such subparagraphs (or in the Insurance
Agreement, in the case of an Insurance Agreement Event of Default), the
Indenture Trustee shall give written notice of the occurrence of an Event of
Default to the Note Insurer or, if a Note Insurer Default has occurred and is
continuing, to the Class A Noteholders. Unless the Note Insurer or, if a Note
Insurer Default has occurred and is continuing, Noteholders constituting Class A
Noteholder Approval, give written notice to the Indenture Trustee within seven
(7) days of receipt of such notice from the Indenture Trustee that the Note
Insurer or Noteholders constituting Class A Noteholder Approval, as the case may
be, have waived such Event of Default, the Indenture Trustee shall then give
notice in writing to the Transferor, the Rating Agencies, the Note Insurer, the
Class B Noteholders, the Indenture Trustee, the Owner Trustee and that an Event
of Default has occurred as of the date of such notice. If the Note Insurer or,
if a Note Insurer Default has occurred and is continuing, Noteholders
constituting Class A Noteholder Approval, as the case may be, have delivered
their written waiver of such Event of Default: (i) the Class B Noteholders
constituting Class B Noteholder Approval shall, within seven (7) days of receipt
of such notice that the Event of Default has been waived, deliver written notice
to the Indenture Trustee if the Class B Noteholders elect not to receive certain
amounts otherwise payable to the Seller, as specified in Section 5.05(c) hereof
and (ii) the Indenture Trustee shall give the Noteholders written notice of the
occurrence and waiver of the Event of Default. The Owner Trustee shall give the
Indenture Trustee and the Note Insurer written notice of the occurrence of any
Event of Default immediately after actual knowledge thereof. Upon the occurrence
of an Event of Default, (i) the Note Insurer may it its sole discretion, or if a
Note Insurer Default has occurred and is continuing, Noteholders constituting
Class A Noteholder Approval may in their sole discretion, and (ii) if the
Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to
zero and the Note Insurer has been paid in full all amounts then owing to it,
the Noteholders constituting Class B Noteholder Approval may terminate COAF as
Servicer.

     (c) In the event any Notes are accelerated due to an Event of Insolvency,
the Note Insurer shall have the right (in addition to its obligation to pay
Insured Payments on the Class A Notes in accordance with the Policy), but not
the obligation, to make payments under the Policy or otherwise of interest and
principal due on such Class A Notes, in whole or in part, on any date or dates
following such acceleration as the Note Insurer, in its sole discretion, shall
elect.

     (d) At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article IX provided,
(x) the Note Insurer may in its sole discretion, or, if a Note Insurer Default
has occurred and is continuing, Noteholders constituting Class A Noteholder
Approval may in their sole discretion, and (y) if the Aggregate Outstanding
Principal Balance of the Class A Notes has been reduced to zero and the Note
Insurer has been paid in full


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<PAGE>   106

all amounts then owing to it, the Noteholders constituting Class B Noteholder
Approval, by written notice to Owner Trustee and the Indenture Trustee, rescind
and annul such declaration and its consequences if the Owner Trustee has paid or
deposited with the Indenture Trustee a sum sufficient to pay:

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

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

     No such rescission shall affect any subsequent default or impair any right
consequent thereto.

     Section 9.03 Collection of Indebtedness and Suits for Enforcement by the
Indenture Trustee.

     (a) Owner Trustee covenants that if (i) default is made in the payment of
any interest on any Note when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of or any installment of the principal of any Note when the same
becomes due and payable, Owner Trustee will, upon demand of the Indenture
Trustee as directed (x) by the Note Insurer, or, if a Note Insurer Default has
occurred and is continuing, by Noteholders constituting Class A Noteholder
Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A
Notes has been reduced to zero and the Note Insurer has been paid in full the
amounts then owing to it, by Noteholders constituting Class B Noteholder
Approval, pay to the Indenture Trustee, for the benefit of the Holders of the
Notes, the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal, and, to the extent payment
at such rate of interest shall be legally enforceable, upon overdue installments
of interest, at the rate specified in Section 2.01 and in addition thereto such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

     (b) In case the Owner Trustee shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, shall, if so directed (x) by the Note Insurer, or, if a Note Insurer
Default has occurred and is continuing, by Noteholders constituting Class A
Noteholder Approval, or (y) if the Aggregate Outstanding Principal Balance of
the Class A Notes has been reduced to zero and the Note Insurer has been paid in
full the amounts then owing to it, by Noteholders constituting Class B
Noteholder Approval, institute a proceeding for the collection of the sums so
due and unpaid, prosecute such proceeding to judgment or final decree, and may
enforce the same against the Owner Trustee or other obligor upon such Notes and
collect in the manner provided by law out of the property of the Owner Trustee
or other obligor upon such Notes, wherever situated, the moneys adjudged or
decreed to be payable.


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<PAGE>   107

     (c) If an Event of Default occurs and is continuing, the Indenture Trustee
may, as more particularly provided in Section 9.04, in its discretion, proceed
to protect and enforce its rights and the rights of the Noteholders, by such
appropriate proceedings as the Indenture Trustee as directed (x) by the Note
Insurer, or, if a Note Insurer Default has occurred and is continuing, by
Noteholders constituting Class A Noteholder Approval, or (y) if the Aggregate
Outstanding Principal Balance of the Class A Notes has been reduced to zero and
the Note Insurer has been paid in full the amounts then owing to it, by
Noteholders constituting Class B Noteholder Approval, shall deem most effective
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this the 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 the Indenture or by law.

     (d) In case there shall be pending, relative to the Owner Trustee or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, proceedings under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of Owner Trustee or its property or such other
obligor or Person, or in case of any other comparable judicial proceedings
relative to the Owner Trustee or other obligor upon the Notes, or to the
creditors or property of Owner Trustee 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, shall as directed (x) by the Note Insurer, or, if a
Note Insurer Default has occurred and is continuing, by Noteholders constituting
Class A Noteholder Approval, or (y) if the Aggregate Outstanding Principal
Balance of the Class A Notes has been reduced to zero and the Note Insurer has
been paid in full the amounts then owing to it, by Noteholders constituting
Class B Noteholder Approval, 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 the
     Indenture Trustee, and their respective agents, attorneys and counsel, and
     for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Indenture Trustee and each predecessor Indenture
     Trustee, except as a result of negligence, bad faith or willful misconduct)
     and of the Noteholders allowed in such proceedings;

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

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


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<PAGE>   108

          (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 Owner Trustee, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall if directed (x) by the Note Insurer, or, if a Note Insurer Default has
occurred and is continuing, by Noteholders constituting Class A Noteholder
Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A
Notes has been reduced to zero and the Note Insurer has been paid in full the
amounts then owing to it, by Noteholders constituting Class B Noteholder
Approval, 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 the Indenture Trustee
and their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor the Indenture Trustee except as a result of negligence, bad faith or
willful misconduct.

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

     (g) In any proceedings brought by 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 Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such proceedings.

     Section 9.04 Remedies; Priorities.

     (a) If an Event of Insolvency shall have occurred and be continuing which
has resulted in the acceleration of the Notes under Section 9.02(a) or if a
Maturity Event shall have occurred, the Indenture Trustee, (x) at the direction
of the Note Insurer, or, if a Note Insurer Default has occurred and is
continuing, at the direction of Noteholders constituting Class A Noteholder
Approval, or (y) if the Aggregate Outstanding Principal Balance of the Class A
Notes has been reduced to zero and the Note Insurer has been paid in full the
amounts then


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<PAGE>   109

owing to it, at the direction of Noteholders constituting Class B Noteholder
Approval, may do one or more of the following:

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

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

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

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

provided that the Indenture Trustee may not sell or otherwise liquidate the
Trust Estate following an Event of Insolvency or a Maturity Event unless:

               (A) the Note  Insurer, or, if a Note Insurer Default has occurred
          and is continuing, the holders of all of the Outstanding Notes, has
          consented to such liquidation; or

               (B) the proceeds of such sale or liquidation are sufficient to
          pay in full the principal of and the accrued interest on the
          Outstanding Notes and all amounts due to the Note Insurer under the
          Transaction Documents; or

               (C) the Indenture Trustee determines (but shall have no
          obligation to make such determination) that the Trust Estate will not
          continue to provide sufficient funds for the payment of principal of
          and interest on the Notes as they would have become due if the Notes
          had not been declared due and payable; and the Indenture Trustee
          obtains the consent of the Note Insurer, or, if a Note Insurer Default
          has occurred and is continuing, Noteholders constituting Noteholder
          Approval;

     In determining such sufficiency or insufficiency with respect to clause
(B) or (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) Notwithstanding the provisions of Section 9.01, following the
occurrence and during the continuation of an Event of Insolvency which has
resulted in an acceleration of the Notes or following a Maturity Event, if the
Indenture Trustee collects any money or property, it shall pay out such money or
property (and other amounts including amounts held on deposit in the Reserve
Fund) held as Collateral for the benefit of the Noteholders, net of liquidation
costs


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<PAGE>   110

associated with the sale of the Trust Estate, first, to the payment of the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee under Section 7.07 or the Owner Trustee pursuant to the Trust Agreement
(provided that any indemnification of the Indenture Trustee under Section 7.07
or the Owner Trustee pursuant to the Trust Agreement shall be paid only in the
priority set forth in Section 5.05(c)) hereof, second, for the ratable benefit
of the Class A Noteholders, third, for the benefit of the Note Insurer and
fourth, for the ratable benefit of the Class B Noteholders.

     The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 9.04. At least 15 days before
such record date, Owner Trustee shall mail to each Noteholder and Indenture
Trustee a notice that states the record date, the payment date and, based on
information provided by the Servicer, the amount to be paid.

     (c) If the Indenture Trustee elects to sell all or a portion of the Trust
Estate following an Event of Insolvency, the Indenture Trustee shall give the
Seller at least five (5) days prior notice of such sale, and the Seller may, but
is not required to, make a bid for the purchase of all or a portion of the Trust
Estate being sold by the Indenture Trustee.

     Section 9.05 [Reserved].

     Section 9.06 Limitation of Suits. No Holder of any Note shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

     (b) the Holders of not less than 25% of the Outstanding Amount of the
Controlling Note Class of 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 the Indenture Trustee hereunder;

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

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

     (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 Controlling Note Class of Notes; and

     (f) such Event of Default actually shall have occurred and shall be
continuing; and

     (g) a Note Insurer Default shall have occurred and is continuing or no
Class A Notes shall be Outstanding and all amounts owing to the Note Insurer
have been paid in full;


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it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

     In the event 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 Principal Amount of
the Controlling Note Class of Notes, the Indenture Trustee shall submit the
matter to a vote of the Controlling Note Class of Notes to determine what
action, if any, shall be taken, notwithstanding any other provisions of the
Indenture.

     Section 9.07 Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or this Indenture 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 9.08 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 Owner Trustee, the Indenture Trustee
and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

     Section 9.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee, the Note Insurer 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 9.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Note Insurer or any Holder of any Note to exercise any
right or remedy accruing upon any Event of Insolvency, Default or Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Insolvency, Default or Event of Default or an acquiescence therein.
Every right and remedy given by this Article IX or by law to the Indenture
Trustee, the Note Insurer or to the Noteholder may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee, the
Note Insurer, or by the Noteholders, as the case may be.


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     Section 9.11 Control by Controlling Note Class of Noteholders. Subject to
Section 11.10, the Holders of a majority of the Outstanding Amount of the
Controlling Note Class of Notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:

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

     (b) subject to the express terms of Section 9.04, 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
Controlling Note Class of Notes;

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

     (d) such direction shall be in writing;

     Section 9.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 9.02, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Controlling Note Class of Notes, subject to Section 11.10, may waive any past
Default or Event of Default and its consequences except a Default (a) in payment
of principal of or interest on any of the Notes, (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Note or (c) depriving the Indenture Trustee or any Noteholder of
any lien, which waiver shall require the consent of the Indenture Trustee or
such Noteholder, as the case may be. In the case of any such waiver, the Owner
Trustee, the Indenture Trustee and the Holders of the Notes shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.

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

     Section 9.13 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
the Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes (or in the case of a right or remedy under this
Indenture which is instituted by the Controlling Note Class,


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more than 10% of the Outstanding Amount of the Controlling Note Class) or (c)
any suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption, on
or after the Redemption Date).

     Section 9.14 Waiver of Stay or Extension Laws. The Owner Trustee covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Owner Trustee (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as to such law had been enacted.

                                   ARTICLE X
                             SUPPLEMENTAL INDENTURES

     Section 10.01 Supplemental Indentures Without Noteholder Approval.

     (a) Without the consent of the Noteholders, but with the prior written
consent of the Note Insurer and prior written notice to the Rating Agencies, the
Owner Trustee 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, in form satisfactory to the Indenture Trustee, for any of
the following purposes:

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

          (ii) to evidence the succession of another Person to either the Owner
     Trustee or the Indenture Trustee in accordance with the terms hereof, and
     the assumption by any such successor of the covenants of the Owner Trustee
     or the Indenture Trustee contained herein and in the Notes;

          (iii) to add to the covenants of the Owner Trustee or the Indenture
     Trustee, for the benefit of the Noteholders and the Note Insurer or to
     surrender any right or power herein conferred upon the Owner Trustee;

          (iv) to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to effect the qualification of this
     Indenture under the TIA or under any similar federal statute hereafter
     enacted and to add to this Indenture such other provisions as may be
     expressly required by the TIA; or

          (v) to effect any matter specified in Section 10.07 hereof.

     (b) Promptly after the execution by the Owner Trustee and the Indenture
Trustee of any supplemental indenture pursuant to this Section 10.01, the
Indenture Trustee shall mail to the


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Note Insurer, the Noteholders and the Rating Agencies a copy of such
supplemental indenture. Any failure of the Indenture Trustee to mail such copy
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

     Section 10.02 Supplemental Indentures With Consent of Noteholders.

     (a) With the consent of the Note Insurer and each Noteholder affected
thereby and written confirmation from the Rating Agencies that the ratings then
assigned to the Class A Notes will not be downgraded, the Owner Trustee and the
Indenture Trustee, when authorized by an Issuer Order, may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Noteholders
under this Indenture for the following purposes:

          (i) change the Final Scheduled Payment Date of the principal of any
     Note, or the due date of any payment of interest on any Note, or reduce the
     principal amount thereof, or the interest rate thereon, change the 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 payment of interest due on any Note on or after the due
     date thereof or for the enforcement of the payment of the entire remaining
     unpaid principal amount of any Note on or after the maturity date thereof
     or change any provision of Article VI hereof;

          (ii) reduce the Outstanding Principal Balance of the Outstanding Notes
     of any Class, the consent of the Noteholders of which is required to
     approve any such supplemental indenture, or the consent of the Noteholders
     of which is required for any waiver of compliance with provisions of this
     Indenture or Events of Servicing Default hereunder or under the Servicing
     Agreement and their consequences provided for in this Indenture or for any
     other purpose hereunder;

          (iii) modify any of the provisions of Sections 10.01 or 10.02;

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

          (v) permit the creation of any other lien with respect to any part of
     the Trust Property or terminate the lien of this Indenture on any property
     at any time subject hereto or, except with respect to any action which
     would not have a material adverse effect on any Noteholder (as evidenced by
     an Opinion of Counsel to such effect), deprive the Noteholder of the
     security afforded by the lien of this Indenture.

     (b) With the consent of the Note Insurer and the Class B Noteholders
constituting a majority of the Class B Notes by principal balance then
Outstanding, the Owner Trustee 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, in form and substance satisfactory to the
Indenture Trustee and the Rating Agencies for the purpose of modifying,
eliminating or adding to the provisions of this Indenture; provided, that such
supplemental indentures shall not have any of the effects described in
paragraphs (i) through (v) of Section 10.02(a) of this Indenture.


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     (c) Promptly after the execution by the Owner Trustee and the Indenture
Trustee of any supplemental indenture pursuant to this Section 10.02, the
Indenture Trustee shall mail to the Note Insurer, the Noteholders and the Rating
Agencies a copy of such supplemental indenture. Any failure of the Indenture
Trustee to mail such copy shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

     (d) Whenever the Owner Trustee or the Indenture Trustee solicits a consent
to any amendment or supplement to the Indenture, the Owner Trustee shall fix a
record date in advance of the solicitation of such consent for the purpose of
determining the Noteholders entitled to consent to such amendment or supplement.
Only those Noteholders at such record date shall be entitled to consent to such
amendment or supplement whether or not such Noteholders continue to be Holders
after such record date. The date fixed as the record date shall be at least
thirty (30) days prior to the date the consents are due.

     Section 10.03 Supplemental Indentures Without Consent of Noteholders. With
the prior written consent of the Note Insurer and prior written notice to the
Rating Agencies, but without first obtaining the prior written consent of any
Noteholder, the Owner Trustee and the Indenture Trustee, when authorized by an
Issuer Order, may enter into an indenture or indenture supplemental hereto to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to amend any other
provisions with respect to matters or questions arising under this Indenture;
provided, however, that such action shall not adversely affect the interests of
any Noteholder or the Note Insurer (without the prior written consent of such
Noteholder or the Note Insurer).

     Section 10.04 Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article X or the modifications thereby of the trusts created by this
Indenture, the Indenture Trustee shall be entitled to receive, and (subject to
Section 7.01) 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 which affects the
Indenture Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     Section 10.05 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article X, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Notes which have theretofore
been or thereafter are authenticated and delivered hereunder shall be bound
thereby.

     Section 10.06 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article X may, and if required by the Owner Trustee shall, bear
a notation in form approved by the Indenture Trustee as to any matter provided
for in such supplemental indenture. If the Owner Trustee shall so determine, new
Notes so modified as to conform, in the opinion of the Indenture Trustee and the
Owner Trustee, to any such supplemental indenture may be prepared and executed
by the Owner Trustee and authenticated and delivered by the Indenture Trustee in
exchange for Outstanding Notes.


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     Section 10.07 The Indenture Trustee To Act On Instructions. Notwithstanding
any provision herein to the contrary (other than Section 10.02), in the event
the Indenture Trustee is uncertain as to the intention or application of any
provision of this Indenture or such intention or application is ambiguous as to
its purpose or application, or is, or appears to be, in conflict with any other
applicable provision hereof, or if this Indenture permits or does not prohibit
any determination by the Indenture Trustee or is silent or incomplete as to the
course of action which the Indenture Trustee is required or is permitted or may
be permitted to take with respect to a particular set of facts or circumstances,
the Indenture Trustee shall, at the expense of the Owner Trustee, request and
rely upon the following: (i) written instructions of the Note Insurer or the
Owner Trustee (with the prior written consent of the Note Insurer) directing the
Indenture Trustee to take certain actions or refrain from taking certain
actions, which written instructions shall contain a certification that the
taking of such actions or refraining from taking certain actions is in the best
interest of the Noteholders and the Note Insurer, (ii) a written statement from
the Rating Agencies that the proposed action or inaction will not have an
adverse effect on the ratings then assigned to the Class A Notes, and (iii) in
the case of any Event of Servicing Default or any Event of Default and any
remedy or proceeding relating thereto, and in the case of any other provision
hereof or thereof under which the consent of the Note Insurer is required, the
consent of the Note Insurer. In such case, the Indenture Trustee shall have no
liability to the Owner Trustee, the Note Insurer or the Noteholders for, and the
Owner Trustee and the Note Insurer hereby hold harmless the Indenture Trustee
from, any liability, costs or expenses arising from or relating to any action
taken by the Indenture Trustee acting upon such instructions, and the Indenture
Trustee shall have no responsibility to the Noteholders with respect to any such
liability, costs or expenses.

                                   ARTICLE XI
                         NOTE GUARANTY INSURANCE POLICY

     Section 11.01 Note Guaranty Insurance Policy. All amounts paid by the Note
Insurer under the Note Guaranty Insurance Policy shall be used solely for the
payment of principal of and interest on the Class A Notes in accordance with the
terms of the Note Guaranty Insurance Policy.

     Section 11.02 Transfer of Class A Notes to Note Insurer. Any other
provision contained herein to the contrary notwithstanding, the Note Insurer or
the Fiscal Agent shall be entitled, without charge therefor, at any time: to
register, discharge from registration or transfer registration of any Class A
Note which it holds upon presenting it to the Indenture Trustee and either
appropriate authority from the Class A Noteholder thereof for such transfer or a
claim of ownership and a written undertaking to indemnify the Owner Trustee and
the Indenture Trustee from claims resulting from such transfer; and to have the
registration books marked to indicate its interest in any Class A Note upon
presentation only of such a claim and such a written undertaking. The Note
Insurer and Fiscal Agent are entitled to have access to and to make copies of
the Note Register, at the expense of the Note Registrar, at any reasonable time
upon reasonable prior written notice.

     Section 11.03 Note Insurer Access to Information, Books and Records. While
the Note Guaranty Insurance Policy is in effect, the Indenture Trustee will
furnish the Note Insurer and the Fiscal Agent with such information as they may
reasonably request regarding the security for the


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<PAGE>   117

Class A Notes, as appears from the books and records under its custody and
control, or as otherwise known to it, including but not limited to Recordable
Documents, as defined in Section 3.09 hereof. The Indenture Trustee will permit
the Note Insurer and the Fiscal Agent to have access to and to make copies of
all such books and records at any reasonable time upon reasonable written
notice; provided, that any expenses incurred by the Indenture Trustee under this
Section shall be reimbursable to the Indenture Trustee in accordance with the
priorities set forth in Section 5.05(c).

     Section 11.04 The Indenture Trustee To Notify Note Insurer of Proposed
Changes. The Note Insurer shall, except as otherwise provided herein, have the
right of prior approval of certain changes hereof and of the exercise of any
option, vote, right, power or the like available to Class A Noteholders
hereunder. The Indenture Trustee shall immediately notify the Note Insurer of:

     (a) any proposed supplement hereto;

     (b) upon receipt of notice of or discovery of the occurrence of any Event
of Default,  Event of Insolvency or Event of Servicing Default;

     (c) any resignation of the Indenture Trustee hereunder;

     (d) any matter to be put to the Class A Noteholders for election or consent
hereunder;

     (e) the exercise by the Class A Noteholders of any option, vote, right,
power or the like hereunder; and

     (f) any other matter, notice of which is required hereunder to be given to
any of the Class A Noteholders.

     Section 11.05 No Advance of Final Scheduled Payment Date. If any of the
Class A Notes become payable prior to the Final Scheduled Payment Date thereof,
other than pursuant to the prepayment provisions hereof, whether by reason of
call for prepayment, acceleration or otherwise, the Indenture Trustee shall
immediately notify the Note Insurer of such fact. The Indenture Trustee and the
Owner Trustee hereby acknowledge that the Note Guaranty Insurance Policy
guarantees an amount equal to the Insured Payment (as defined therein); however
no accelerated Insured Payment shall be made on any prepayment date or as a
result of any acceleration on any early redemption unless at the sole option of
the Note Insurer.

     Section 11.06 Note Insurer Rights in the Event of Nonpayment. The Note
Insurer is entitled to the benefit of the following provisions in the event of
Nonpayment. Notwithstanding any other provision hereof:

     (a) The Indenture Trustee shall immediately notify the Note Insurer of the
event of Nonpayment.

     (b) The Indenture Trustee, the Owner Trustee and the Class A Noteholders
recognize that any payment by the Note Insurer or the Fiscal Agent does not cure
the Event of Default resulting from the Nonpayment nor relieve the Owner Trustee
of any obligation hereunder.


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     (c) The Indenture Trustee shall deliver to the Fiscal Agent or the Note
Insurer, uncancelled, all Class A Notes coming into its possession with respect
to which the Fiscal Agent or the Note Insurer has made payment of the principal
amount of such Class A Notes as provided in the Note Guaranty Insurance Policy.
Such Class A Notes shall be delivered as fully registered Class A Notes, per
written instructions of the Fiscal Agent or the Note Insurer.

     (d) The Indenture Trustee shall recognize the Note Insurer as the holder of
each of the Class A Notes with respect to which it has made payment of the full
principal amount of such Class A Notes as provided in the Note Guaranty
Insurance Policy for the purposes of exercising all options, votes, rights,
powers or the like available to Class A Noteholders under any provision hereof.

     (e) The Note Insurer shall have the right to institute any suit, action or
proceeding at law or in equity under the same terms as a Class A Noteholder may
institute any action in accordance with applicable provisions of this Indenture.

     (f) The Note Insurer shall, to the extent it makes payment of principal or
interest on the Class A Notes, become subrogated to the rights of the recipients
of such payments in accordance with the terms of the Note Guaranty Insurance
Policy and this Indenture, and to evidence such subrogation (i) in the case of
subrogation as to claims for past due interest, the Indenture Trustee shall note
the Note Insurer's rights as subrogee on the registration books of the Owner
Trustee maintained by the Indenture Trustee upon receipt from the Note Insurer
of proof of the payment of interest thereon to the registered owners of the
Class A Notes, and (ii) in the case of subrogation as to claims for past due
principal, the Indenture Trustee shall note the Note Insurer's rights as
subrogee on the registration books of the Owner Trustee maintained by the
Indenture Trustee upon proof of the payment of principal thereof to the
registered owners of the Class A Notes.

     Section 11.07 Note Insurer Approval of Changes in Terms of Notes or
Indenture.

     (a) So long as the Note Guaranty Insurance Policy is in effect, no
supplemental Indenture shall be made without the prior written approval of the
Note Insurer.

     (b) Except as expressly set forth herein, so long as no Note Insurer
Default has occurred and is continuing, no Class A Noteholder shall exercise any
option, vote, right, power or the like required or permitted by the Class A
Notes or this Indenture without first obtaining the prior written approval of
the Note Insurer.

     Section 11.08 Note Insurer Removal of the Indenture Trustee.
Notwithstanding anything in this Indenture to the contrary, so long as no Note
Insurer Default has occurred and is continuing, the Note Insurer shall have the
right to remove the Indenture Trustee for "cause." For purposes of this Section,
"cause" shall mean (a) the negligence or willful misconduct of the Indenture
Trustee in the performance of its duties under this Indenture or (b) the failure
or unwillingness of the Indenture Trustee to perform its duties under this
Indenture. Upon receipt by the Indenture Trustee of notice of termination under
this Section, the Indenture Trustee shall continue to act as the Indenture
Trustee hereunder until a successor Indenture Trustee is appointed and have the
right to proceed to cure such negligence, willful misconduct or failure or




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unwillingness to perform its duties, for a period of two (2) weeks. If such cure
is effected, the termination notice shall be void. If such cure is not effected
within such time, the Indenture Trustee functions hereunder will be terminated
immediately upon appointment of a successor trustee by the Owner Trustee with
the approval of Note Insurer. If no successor is appointed and accepts
appointment within thirty (30) days of removal, the Indenture Trustee may
petition a court of competent jurisdiction for appointment of a successor
Indenture Trustee.

     Section 11.09 Parties Interested Herein. Nothing in this Indenture
expressed or implied is intended or shall be construed to confer upon, or to
give to, any person or entity, other than the Owner Trustee, the Indenture
Trustee, the Note Insurer, the Paying Agent, if any, and the registered holders
of the Notes, any right, remedy or claim under or by reason of this Indenture or
any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Indenture contained by and on behalf of the
Owner Trustee shall be for the sole and exclusive benefit of the Owner Trustee,
the Indenture Trustee, the Note Insurer, the Paying Agent, if any, and the
registered owners of the Notes. The Note Insurer is a third party beneficiary of
the provisions of this Indenture and entitled to enforce the provisions hereof
as if a party hereto.

     Section 11.10 Rights of Note Insurer Controlling. Anything herein to the
contrary notwithstanding, if the Note Guaranty Insurance Policy is in effect
with respect to the Class A Notes and no Note Insurer Default has occurred and
is continuing, the Note Insurer shall have the exclusive right to waive an Event
of Default or Insurance Agreement Event of Default and if not so exercised, to
exercise or direct the exercise of remedies on behalf of the holders of such
Class A Notes in accordance with the terms hereof following an Event of Default
or Insurance Agreement Event of Default.

     Section 11.11 Payments Under the Note Guaranty Insurance Policy.

     (a) If the Indenture Trustee has actual knowledge that any Class A
Noteholders have been required to disgorge any payment of interest or principal
on Class A Notes to the Owner Trustee or to the trustee in bankruptcy for
creditors or others pursuant to a final judgment by a court of competent
jurisdiction that such payment constitutes a voidable preference to such Class A
Noteholders within the meaning of any applicable bankruptcy laws, then the
Indenture Trustee shall notify the Note Insurer or its designee of such fact by
telephone, facsimile or telegraphic notice, confirmed in writing by registered
or certified mail.

     (b) Payments with respect to claims for interest on and principal of Class
A Notes disbursed by the Indenture Trustee from proceeds of the Note Guaranty
Insurance Policy shall not be considered to discharge the obligation of any
party as set forth in this Indenture, and the Note Insurer shall become the
owner of such unpaid Class A Note and claims for interest in accordance with the
tenor of the assignment made to it under the provisions of this subsection or
otherwise.

     (c) Irrespective of whether any such assignment is executed and delivered,
the Owner Trustee and the Indenture Trustee hereby agree for the benefit of the
Note Insurer that:



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          (i) they recognize that to the extent the Note Insurer makes payments,
     directly or indirectly (as by paying through the Indenture Trustee), on
     account of principal of or interest on the Class A Notes, the Note Insurer
     will be subrogated to the rights of such Class A Noteholders to receive the
     amount of such principal and interest, with interest thereon but only from
     the sources and in the manner provided herein pursuant to this Indenture;
     and

          (ii) they will accordingly pay the Note Insurer the amount of such
     principal and interest (which principal and interest shall be deemed past
     due and not to have been paid), with interest thereon as provided in this
     Indenture and the applicable Class A Note, but only from the sources and in
     the manner provided herein pursuant to this Indenture, and will otherwise
     treat the Note Insurer as the owner of such rights to the amount of such
     principal and interest.

     (d) Copies of any amendments made to the documents executed in connection
with the issuance of the Class A Notes which are consented to by the Note
Insurer shall be sent to S&P, Moody's and Fitch by the Indenture Trustee.

     (e) The Note Insurer shall receive notice from the Owner Trustee of the
resignation or removal of the Indenture Trustee and the appointment of a
successor thereto.

     (f) The Note Insurer shall receive from the Person required to send such
notice copies of all notices required to be delivered to Class A Noteholders
and, on an annual basis from the Transferor and the Servicer, copies of Capital
One Financial Corporation's audited financial statements.

     (g) Any notice that is required to be given to a Class A Noteholder or to
the Indenture Trustee pursuant to this Indenture shall also be provided from the
Person required to send such notice to the Note Insurer.

     Section 11.12 Default of Note Insurer. Except as set forth in Section
11.07, notwithstanding anything in this Indenture to the contrary, if a Note
Insurer Default has occurred and is continuing, all rights and benefits
conferred on it by this Indenture shall be suspended until, in the case of
default in payment, such time as the Note Insurer has fully cured such payment
default, and none of the consents or approvals of the Note Insurer otherwise
required hereunder shall be required during such time period; provided, however,
that upon such cure, the Note Insurer's rights shall be immediately reinstated
in full. Upon the occurrence of a Note Insurer Default and until the Note
Insurer Default has been fully cured, all rights and benefits conferred on the
Note Insurer pursuant to this Indenture, the Servicing Agreement, the
Contribution Agreement, the Transfer and Assignment Agreement or otherwise
shall, unless otherwise specified herein or therein, be vested in the Indenture
Trustee.

     Section 11.13 Rights and Obligations of Note Insurer. If the Aggregate
Outstanding Principal Balance of the Class A Notes shall be reduced to zero and
all Class A Note Interest due and owing to the Class A Noteholders has been paid
in full and all Reimbursement Obligations to the Note Insurer shall have been
paid in full, the Indenture Trustee shall give written notice of such events to
the Rating Agencies and the Note Insurer and any references herein to notices to



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and rights and obligations of the Note Insurer shall be extinguished and of no
further effect except those rights otherwise expressly provided herein as
continuing.

     Section 11.14 Note Insurer's Rights Regarding Actions, Proceedings or
Investigations. Until the Class A Notes have been paid in full, all amounts owed
to the Note Insurer have been paid in full, the Insurance Agreement has
terminated and the Note Guaranty Insurance Policy has been returned to the Note
Insurer for cancellation, unless a Note Insurer Default has occurred and is
continuing, the following provisions shall apply:

     (a) notwithstanding anything contained herein or in the other Transaction
Documents to the contrary, the Note Insurer shall have the right to participate
in, to direct the enforcement or defense of, and, at the Note Insurer's sole
option, to institute or assume the defense of, any action, proceeding or
investigation that could adversely affect the Trust, the Trust Property, the
Trust Estate or the rights or obligations of the Note Insurer hereunder or under
the Policy or the Transaction Documents, including (without limitation) any
insolvency or bankruptcy proceeding in respect of the Servicer, Transferor, the
Seller, the Trust or any affiliate thereof. Following notice to the Indenture
Trustee, the Note Insurer shall have exclusive rights to determine, in its sole
discretion, the actions necessary to preserve and protect the Trust, the Trust
Property and the Trust Estate. All costs and expenses of the Note Insurer in
connection with such action, proceeding or investigation, including (without
limitation) any judgment or settlement entered into affecting the Note Insurer
or the Note Insurer's interests, shall be included in Reimbursement Obligations;

     (b) in connection with any action, proceeding or investigation that could
adversely affect the Trust, the Trust Property, the Trust Estate or the rights
or obligations of the Note Insurer hereunder or under the Note Guaranty
Insurance Policy or the Transaction Documents, including (without limitation)
any insolvency or bankruptcy proceeding in respect of the Servicer, Transferor,
the Seller, the Trust or any affiliate thereof, the Indenture Trustee hereby
agrees to cooperate with, and to take such action as directed by, the Note
Insurer, including (without limitation) entering into such agreements and
settlements as the Note Insurer shall direct, in its sole discretion.
Notwithstanding any other provision herein or in any of the other Transaction
Documents, the Indenture Trustee shall not require any bond or indemnification
from any Person for taking of any action at the direction of the Note Insurer,
and the Indenture Trustee shall not be liable to the Note Insurer, any
Noteholder or the Holder of the Certificate for any such action that conforms to
the direction of the Note Insurer. The Indenture Trustee's reasonable
out-of-pocket costs and expenses (including attorneys' fees and expenses) with
respect to any such action shall be reimbursed pursuant to Section 5.05(c)
hereof;

     (c) any judgment or settlement entered against or affecting the Trust, the
Trust Property or the Trust Estate, on behalf of the Noteholders, in connection
with any action, proceeding or investigation shall be paid by the Indenture
Trustee from the Trust Estate pursuant to Section 5.02 hereof;

     (d) the Indenture Trustee hereby agrees to provide to the Note Insurer
prompt written notice of any action, proceeding or investigation that names the
Trust or the Indenture Trustee as a party or that could adversely affect the
Trust, the Trust Property, the Trust Estate or the rights or obligations of the
Note Insurer hereunder or under the Note Guaranty Insurance Policy or the



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Transaction Documents including (without limitation) any insolvency or
bankruptcy proceeding in respect of the Servicer, Transferor, the Seller, the
Trust or any affiliate thereof;

     (e) notwithstanding anything contained herein or in any of the other
Transaction Documents to the contrary, the Indenture Trustee shall not, without
the Note Insurer's prior written consent or unless directed by the Note Insurer,
undertake or join any litigation or agree to any settlement of any action,
proceeding or investigation affecting the Trust, the Trust Property, the Trust
Estate or the Rights or obligations of the Note Insurer hereunder or under the
Note Guaranty Insurance Policy or the Transaction Documents;

     (f) each Noteholder, by acceptance of its Note, and the Indenture Trustee
agree that Note Insurer shall have such rights as set forth in this Section,
which are in addition to any rights of the Note Insurer pursuant to the other
provisions of the Transaction Documents, that the rights set forth in this
Section may be exercised by the Note Insurer, in its sole discretion, without
the need for the consent or approval of any Noteholder, the Holder of the
Certificate, the Indenture Trustee or the Owner Trustee, notwithstanding any
other provision contained herein or in any of the other Transaction Documents,
and that nothing contained in this Section shall be deemed to be an obligation
of the Note Insurer to exercise any of the rights provided for herein; and

     (g) notwithstanding any provision in this herein or in any of the other
Transaction Documents to the contrary, in the event that a Note Insurer Default
shall have occurred and be continuing or the Class A Notes have been paid in
full, and amounts owed to the Note Insurer have been paid in full, the Insurance
Agreement has terminated and the Note Guaranty Insurance Policy has been
returned to the Note Insurer for cancellation, the Note Insurer shall not have
the right to take any action under this Indenture or to control or direct the
actions of the Trust, the Seller, the Indenture Trustee or the Owner Trustee
pursuant to the terms of this Indenture, nor shall the consent of the Note
Insurer be required with respect to any action (or waiver of a right to take
action) to be taken by the Trust, the Seller, the Indenture Trustee, the Owner
Trustee or the Noteholders or the Certificateholders; provided, that the consent
of the Note Insurer shall be required at all times with respect to any amendment
of this Indenture.

                                  ARTICLE XII
                         NOTEHOLDERS' LISTS AND REPORTS

     Section 12.01 Owner Trustee to Furnish the Indenture Trustee Names and
Addresses of Noteholders. The Owner Trustee will furnish or cause to be
furnished to the Indenture Trustee:

     (a) not more than five days after the earlier of (i) each Record Date and
(ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Holders as of such Record Date;

     (b) at such other times as the Indenture Trustee may request in writing,
within 30 days after receipt by the Owner Trustee of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided that so long as (i) the Indenture Trustee or
its designee is Note Registrar, or (ii) the Notes are Book-Entry Notes, no such
list shall be required to be furnished and in such case, upon the written
request of the



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Owner Trustee, the Indenture Trustee or its designee will promptly furnish the
Owner Trustee a list of Noteholders as of the date specified by the Owner
Trustee.

     Section 12.02 Preservation of Information; Communications to Noteholders.

     (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Indenture Trustee as provided in Section 12.01
and the names and addresses of Holders 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 12.01 upon receipt of a new list so furnished.

     (b) Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders to receive a copy of the current list of Noteholders, the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

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

     Section 12.03 Reports by the Owner Trustee. (a) Owner Trustee shall:

          (i) file with the Indenture Trustee, at the time that Owner Trustee 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 Owner Trustee 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 Owner Trustee 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 the Noteholders described in TIA ss. 313 (c)) such
     summaries of any information, documents and reports required to be filed by
     the Owner Trustee pursuant to clauses (i) and (ii) of this Section 12.03(a)
     as may be required by rules and regulations prescribed from time to time by
     the Commission.

     (b) Unless the Owner Trustee otherwise determines, the fiscal year of the
Trust shall end on December 31 of each year.

     Section 12.04 Reports by the Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each March 31, beginning with March 31, 2002, the
Indenture Trustee shall mail to



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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)(1) and (2). A copy of each report at the time of its mailing
to the Noteholders shall be filed by the Indenture Trustee with the Commission
and each stock exchange, if any, on which the Notes are listed. The Owner
Trustee shall notify the Indenture Trustee if and when the Notes are listed on
any stock exchange.

                                  ARTICLE XIII
                           SATISFACTION AND DISCHARGE

     Section 13.01 Satisfaction and Discharge of the Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (a)
rights of registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments
of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03,
3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee under
Section 7.07 and the obligations of the Indenture Trustee under Section 13.02)
and (f) 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 Owner Trustee,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:

          (i) either:

               (A) all Notes theretofore authenticated and delivered (other than
          (1) Notes that have been destroyed, lost or stolen and that have been
          replaced or paid as provided in Section 2.08 and (2) Notes for which
          payment money has theretofore been deposited in trust or segregated
          and held in trust by Owner Trustee and thereafter repaid to Owner
          Trustee or discharged from such trust, as provided in Section 3.03)
          have been delivered to the Indenture Trustee for cancellation; or

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

                    (1) have become due and payable;

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

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

          and Owner Trustee, in the case of clauses (1), (2) or (3), 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



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          will mature prior to the date such amounts are payable), in trust for
          such purpose, in an amount sufficient to pay and discharge the entire
          indebtedness on such Notes not theretofore delivered to the Indenture
          Trustee for cancellation when due to the Final Scheduled Distribution
          Date or Redemption Date (if Notes shall have been called for
          redemption pursuant to Section 6.01(a) or 6.02), as the case may be;

          (ii) Owner Trustee has paid or caused to be paid all other sums
     payable hereunder by the Trust, including all amounts owing to the Note
     Insurer; and

          (iii) Owner Trustee has delivered to the Indenture Trustee an
     Officer's Certificate, an Opinion of Counsel and (if required by the TIA or
     the Indenture Trustee) an Independent Certificate from a firm of certified
     public accountants, each meeting the applicable requirements of Section
     14.01(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 13.02 Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 13.01 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 Servicer may direct,
(i) to the Holders of the particular Notes for the payment or redemption of
which such moneys have been deposited with the Indenture Trustee, of all sums
due and to become due thereon for principal and interest and (ii) to the Note
Insurer of all amounts then owing to it; but such moneys need not be segregated
from other funds except to the extent required herein or required by law.

     Section 13.03 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
Owner Trustee, be paid to the Indenture Trustee to be held and applied according
to Section 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

                                  ARTICLE XIV
                                  MISCELLANEOUS

     Section 14.01 Compliance Certificates and Opinions; Furnishing of
Information.

     (a) Upon any application or request by the Owner Trustee to the Indenture
Trustee to take any action under any provision of this Indenture, the Owner
Trustee shall furnish to the Indenture Trustee and the Note Insurer (i) a
certificate (complying with ss. 314(e) of the TIA) 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 Officer's Certificate from
an Independent Accounting Firm, except that in the case of any such application
or request as to which the furnishing of such documents are specifically
required by any provision of this Indenture relating to such particular
application or



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request, no additional certificate or Opinion of Counsel 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

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

     (b) (i) Prior to the deposit of any Receivables or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture,
Owner Trustee shall, in addition to any obligation imposed in Section 14.01(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 Owner
Trustee of the Collateral or other property or securities to be so deposited.

          (ii) Whenever Owner Trustee is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (i), Owner Trustee
     shall also deliver to the Indenture Trustee an Independent Certificate as
     to the same matters, if the fair value to Owner Trustee of the securities
     to be so deposited and of all other such securities made the basis of any
     such withdrawal or release since the commencement of the then-current
     calendar year of the Trust, as set forth in the certificates delivered
     pursuant to clause (i) and this clause (ii), is 10% or more of the
     Outstanding Amount of the Notes, but such a certificate need not be
     furnished with respect to any securities so deposited, if the fair value
     thereof to the Trust 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 Receivables or
     Defaulted Receivables (complying with ss. 314(d)(i) of the TIA), whenever
     any property or securities are to be released from the lien of this
     Indenture, Owner Trustee shall also furnish to the Indenture Trustee and
     the Note Insurer 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



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     opinion of such person the proposed release will not impair the security
     under this Indenture in contravention of the provisions hereof.

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

          (v) Notwithstanding Section 2.18 or any other provision of this
     Section, Owner Trustee may without compliance with the requirements of the
     other provisions of this section 14.01, (A) collect, liquidate, sell or
     otherwise dispose of Receivables as and to the extent permitted or required
     by the Transaction Documents and (B) make cash payments out of the Accounts
     as and to the extent permitted or required by the Transaction Documents.

     Section 14.02 Form of Documents Delivered to the Indenture Trustee.

     (a) If 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 Owner
Trustee may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by outside counsel, unless such Authorized
Officer knows that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or opinion or any Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Authorized Officer of the Servicer, the Administrator,
the Owner Trustee or the Seller on behalf of the Owner Trustee, stating that the
information with respect to such factual matters is in the possession of the
Owner Trustee or such Person, unless such officer or counsel knows that the
certificate or opinion or representations with respect to such matters are
erroneous. Any Opinion of Counsel may be based on the written opinion of other
counsel, in which event such Opinion of Counsel shall be accompanied by a copy
of such other counsel's opinion and shall include a statement to the effect that
such counsel believes that such counsel and the Indenture Trustee may reasonably
rely upon the opinion of such other counsel.



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

     (d) Wherever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that, the Owner
Trustee, the Seller, the Administrator or the Servicer shall deliver any
document as a condition of the granting of such application, or as evidence of
the Owner Trustee's or the Servicer'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 notice 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 Owner Trustee to have such application
granted or to the sufficiency of such notice 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 Section 7.01(b)(ii).

     (e) Wherever in this Indenture it is provided that, the absence of the
occurrence and continuation of an Event of Servicing Default is a condition
precedent to the taking of any action by the Indenture Trustee at the request or
direction of the Owner Trustee, then notwithstanding that the satisfaction of
such condition is a condition precedent to the Owner Trustee's or the Indenture
Trustee's right to make such request or direction, the Indenture Trustee shall
be protected in acting in accordance with such request or direction if it does
not have actual knowledge of the occurrence and continuation of such Event of
Servicing Default.

     Section 14.03 Acts of Noteholders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by an agent 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 Owner
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 7.01) conclusive in
favor of the Indenture Trustee and the Owner Trustee, if made in the manner
provided in this Section 14.03.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Whenever such execution is
by an officer of a corporation or a member of a partnership on behalf of such
corporation or partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority.



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

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration or transfer 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 Owner Trustee in reliance thereon, whether or not
notation of such action is made upon such Notes.

     Section 14.04 Notices, Etc. 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 Owner Trustee, the
Administrator or the Owner Trustee, shall be in writing and shall be delivered
personally or mailed by first-class registered or certified mail, postage
prepaid, or by telephonic facsimile transmission and overnight delivery service,
postage prepaid, and received by, a Responsible Officer of the Indenture Trustee
at its Corporate Trust Office listed below; or

     (b) the Owner Trustee by the Indenture Trustee, by the Note Insurer or by
any Noteholder shall be in writing and shall be delivered personally or mailed
by first-class registered or certified mail, postage prepaid, or by telephonic
facsimile transmission and overnight delivery service, postage prepaid, at the
address listed below or at any other address previously furnished in writing to
the Indenture Trustee and the Note Insurer by the Owner Trustee.

     To the Indenture Trustee:

                           Wells Fargo Bank Minnesota, National Association
                           MAC N9311-161
                           6th Street and Marquette Avenue
                           Minneapolis, MN 55479
                           Attention: Corporate Trust Services-Asset Backed
                           Administration
                           Phone: (612) 667-8058
                           FAX:   (612) 667-3539



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     To the Owner Trustee:

                           WILMINGTON TRUST COMPANY, as Owner Trustee of
                           Capital One Auto Finance Trust 2001-A
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE 19890-0001
                           Attention:  Jeanne Oller
                           Phone: (302) 651-1464
                           FAX:   (302) 427-4749

     To the Administrator
     and the Servicer:     Capital One Auto Finance, Inc.
                           8000 Jones Branch Drive
                           McLean, Virginia  22102
                           Attention:  Director of Securitization
                           Phone:  (703) 875-1305
                           FAX:    (703) 875-1389

                           with a copy to General Counsel

                           Legal Department
                           Phone: (703) 875-1000
                           FAX:   (703) 875-1589

     With copies to:       Capital One Auto Receivables, LLC
                           8000 Jones Branch Drive
                           McLean, Virginia  22202
                           Attention:  Director of Securitization
                           Phone:  (703) 875-1305
                           FAX:    (703) 875-1389

                           Mayer, Brown & Platt
                           190 S. LaSalle Street
                           Chicago, Illinois  60603
                           Attention:  Stuart M. Litwin
                           Phone:  (312) 782-0600
                           FAX:    (312) 701-7711

     To the Note Insurer:  MBIA Insurance Corporation
                           113 King Street
                           Armonk, NY 10504
                           Attention: Insured Portfolio Management-Structured
                           Finance (IPM-SF)
                           Phone: (914) 273-4545
                           FAX:   (914) 765-3810



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     To Moody's:           Moody's Investors Service, Inc.
                           99 Church Street
                           New York, New York 10007
                           Attention:   ABS Monitoring Dept.
                           Phone: (212) 553-4948
                           FAX:   (212) 553-0881

     To S&P:               Standard & Poor's
                           55 Water Street
                           New York, New York 10041
                           Attention:   Surveillance
                           Phone: (212) 438-2435
                           FAX:   (212) 438-2464

     To Fitch:             Fitch, Inc.
                           One State Street Plaza
                           New York, New York 10004
                           Attention:  Carlen Moday
                           Phone: (212) 908-0682
                           FAX:   (212) 480-4438

     In addition, upon the written request of any beneficial owner of a Class A
Note, the Indenture Trustee shall provide to such beneficial owner copies of
such notices, reports or other information delivered by the Indenture Trustee
hereunder to other Persons as such beneficial owner may reasonably request.

     Section 14.05 Notices and Reports to Noteholders; Waiver of Notices.

     (a) Where this Indenture or the TIA provides for notice to Noteholders of
any event or the mailing of any report to the Noteholders, such notice or report
shall be written and shall be sufficiently given (unless otherwise herein
expressly provided) if mailed, first-class, postage-prepaid, to each Noteholder
affected by such event or to whom such report is required to be mailed, at the
address of such Noteholder 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 or the mailing of such report. In any case where a notice
or report to Noteholders is mailed in the manner provided above, neither the
failure to mail such notice or report, nor any defect in any notice or report so
mailed, to any particular Noteholder shall affect the sufficiency of such notice
or report with respect to other Noteholders, and any notice or report which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given or provided.

     (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 waiver.



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

     Section 14.06 Rules by the Indenture Trustee. The Indenture Trustee may
make reasonable rules for any meeting of Noteholders.

     Section 14.07 Owner Trustee Obligation. No recourse may be taken, directly
or indirectly, against (a) any incorporator, subscriber to the capital stock,
stockholder, officer, employee, agent or director of the Owner Trustee or of any
predecessor of the Owner Trustee, (b) any partner, beneficiary, agent, officer,
director, employee, or successor or assign of a holder of a beneficial interest
in the Owner Trustee, (c) any incorporator, subscriber to the capital stock,
stockholder, officer, director, employee or agent of the Indenture Trustee or
any predecessor or successor of the Indenture Trustee, or (d) any incorporator,
subscriber to capital stock, stockholder, officer, director, employee or agent
of the Indenture Trustee or any predecessor or successor thereof, with respect
to the Owner Trustee's obligations with respect to the Notes or any of the
statements, representations, covenants, warranties or obligations of the Owner
Trustee under this Indenture or any Note or other writing delivered in
connection herewith or therewith.

     Section 14.08 Enforcement of Benefits. The Note Insurer and, with the
consent of the Note Insurer, the Indenture Trustee and the Noteholders shall be
entitled to enforce and, at the direction of the Note Insurer, the Indenture
Trustee shall enforce the covenants and agreements of the Servicer, the Seller
and the Transferor contained in the Servicing Agreement, the Contribution
Agreement and the Transfer and Assignment Agreement.

     Section 14.09 Effect of Headings and Table of Content. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 14.10 Successors and Assigns. All covenants and agreements in this
Indenture by the Owner Trustee and the Indenture Trustee shall bind their
respective successors and assigns, whether so expressed or not.

     Section 14.11 Separability. If 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. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Indenture, a
provision as similar in its terms and purpose to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

     Section 14.12 Benefits of Indenture. Nothing in this Indenture or in the
Notes, expressed or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Note Insurer, any separate trustee or
co-trustee appointed under Section 7.13 and the Noteholders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


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     Section 14.13 Legal Holidays. If the date of any Payment Date or any other
date on which principal of or interest on any Note is proposed to be paid or any
date on which mailing of notices by the Indenture Trustee to any Person is
required pursuant to any provision of this Indenture, shall not be a Business
Day, then (notwithstanding any other provision of the Notes or this Indenture)
payment or mailing of such notice need not be made on such date, but may be made
or mailed on the next succeeding Business Day with the same force and effect as
if made or mailed on the nominal date of any such Payment Date or other date for
the payment of principal of or interest on any Note, or as if mailed on the
nominal date of such mailing, as the case may be, and in the case of payments,
no interest shall accrue for the period from and after any such nominal date,
provided such payment is made in full on such next succeeding Business Day.

     Section 14.14 Governing Law. THIS INDENTURE AND EACH NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     Section 14.15 Counterparts. This instrument 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 14.16 Recording of Indenture. This Indenture is subject to
recording in any appropriate public recording offices, such recording to be
effected by the Owner Trustee and at its expense in compliance with any Opinion
of Counsel delivered hereunder.

     Section 14.17 Further Assurances. The Owner Trustee agrees to do and
perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the Indenture Trustee or the
Note Insurer more fully to effect the purposes of this Indenture, including,
without limitation, the execution of any financing statements or continuation
statements relating to the Trust Property for filing under the provisions of the
UCC of any applicable jurisdiction.

     Section 14.18 No Bankruptcy Petition Against the Owner Trustee. The
Indenture Trustee agrees (and each Noteholder by its acceptance of the Notes
shall be deemed to agree) that, prior to the date that is one year and one day
after the payment in full of all amounts payable with respect to the Notes, it
will not institute against the Owner Trustee or the Seller, or join any other
Person in instituting against the Owner Trustee or the Seller, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under the laws of the United States or any state of the United
States. This Section 14.18 shall survive the termination of this Indenture.

     Section 14.19 Subordination. The Owner Trustee and each Noteholder, by
accepting a Note, acknowledge and agree that such Note represents indebtedness
of the Owner Trustee and does not represent an interest in any assets of the
Seller (including by virtue of any deficiency claim in respect of obligations
not paid or otherwise satisfied from the Trust Estate and proceeds thereof). In
furtherance of and not in derogation of the foregoing, to the extent the Seller
enters into other securitization transactions, each of the Owner Trustee and
each Noteholder, by



                                      124
<PAGE>   134

accepting a Note, acknowledges and agrees that it shall have no right, title or
interest in or to any assets (or interests therein) (other than Trust Estate)
conveyed or purported to be conveyed by the Seller to another Person or Persons
in connection therewith (whether by way of a sale, capital contribution or by
virtue of the granting of a lien) ("Other Assets"). To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentences of this subsection, the Owner Trustee or any Noteholder either (a)
asserts an interest or claim to, or benefit from, Other Assets, whether asserted
against or through the Seller or any other Person owned by the Seller, or (b) is
deemed to have any such interest, claim or benefit in or from Other Assets,
whether by operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Federal Bankruptcy Code or any successor provision having similar effect under
the Bankruptcy Code), and whether deemed asserted against or through the Seller
or any other Person owned by the Seller, then the Owner Trustee and each
Noteholder, by accepting a Note, further acknowledges and agrees that any such
interest, claim or benefit in or from Other Assets is and shall be expressly
subordinated to the indefeasible payment in full of all obligations and
liabilities of the Seller which, under the terms of the relevant documents
relating to the securitization of such Other Assets, are entitled to be paid
from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally perfected
or otherwise entitled to a priority of distribution or application under
applicable law, including insolvency laws, and whether asserted against the
Transferor or any other Person owned by the Seller), including the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement shall be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 14.19 and the terms of this Section 14.19 may be enforced by an
action for specific performance. The provisions of this Section 14.19 shall be
for the third party benefit of those entitled to rely thereon and shall survive
the termination of this Indenture.

     Section 14.20 Limitation on Liability. Notwithstanding anything to the
contrary contained in this Indenture the obligations of the Owner Trustee on
behalf of the Trust and the Seller under this Indenture are solely the corporate
obligations of the Owner Trustee on behalf of the Trust or the Seller, as
applicable, and shall be payable by the Owner Trustee on behalf of the Trust or
the Seller, as applicable, solely (a) from funds available pursuant to, and in
accordance with the payment priorities set forth in Section 5.03 of this
Indenture or (b) to the extent that it receives additional funds designated for
such purposes or to the extent that it has additional funds available (other
than funds described in the preceding clause (a)) that would be in excess of
amounts that would be necessary to pay the debt and other obligations of the
Owner Trustee on behalf of the Trust or the Seller, as applicable, incurred in
accordance with its limited liability company agreement or other organizational
documents and all financing documents to which it is a party as they come due.
In addition, no amount owing by the Owner Trustee on behalf of the Trust or the
Seller, as applicable, hereunder in excess of the liabilities that it is
required to pay in accordance with the preceding sentence shall constitute a
"claim" (as defined in Section 101(5) of the Bankruptcy Code) against it. No
recourse shall be had for the payment of any amount owing hereunder or any other
obligation of, or claim against, the Owner Trustee on behalf of the Trust or the
Seller, as applicable, arising out of or based upon this Indenture against any
member, partner, employee, officer, agent, director or authorized person of the
Owner Trustee on behalf of the Trust or the Seller; provided, however, that the
foregoing shall not relieve any such person, or entity of any liability they
might otherwise have as a result of fraudulent actions of omissions



                                      125
<PAGE>   135

taken by them nor shall the foregoing relieve any person of any liability
expressly undertaken by such person under the Transaction Documents.

     Section 14.21 Limitation of Liability. It is expressly understood and
agreed by and between the parties hereto (i) that this Indenture is executed and
delivered by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee under the Trust Agreement in the exercise of the power and
authority conferred and vested in it as such Owner Trustee (ii) each of the
representations, undertakings and agreements made herein by the Owner Trustee
are not personal representations, undertakings and agreements of Wilmington
Trust Company, but are binding only on the trust estate created pursuant to the
Trust Agreement, (iii) nothing contained herein shall be construed as creating
any liability on Wilmington Trust Company, individually or personally, to
perform any covenant of the Owner Trustee either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any person claiming by, through or under any such party, and (iv) under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expense of the Owner Trustee or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Owner Trustee under this Indenture.

     Section 14.22 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     The provisions of TIA Sections 310 through 317, to the extent permitted to
be modified by the TIA and not modified by this Indenture, 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 14.23 Perfection Representations. The Perfection Representations
shall be a part of this Indenture for all purposes.



                                      126
<PAGE>   136


     IN WITNESS WHEREOF, the Owner Trustee and the Indenture Trustee have caused
this Indenture to be duly executed as of the day and year first above written.

                                      WILMINGTON TRUST COMPANY, not in its
                                      individual capacity but solely in
                                      its capacity as Owner Trustee for
                                      Capital One Auto Finance Trust
                                      2001-A



                                      By: /s/ DONALD G. MACKELCAN
                                          --------------------------------------
                                          Authorized Officer






                                      S-1
<PAGE>   137



                                      WELLS FARGO BANK MINNESOTA, NATIONAL
                                      ASSOCIATION,
                                      as the Indenture Trustee

                                      By: /s/ TIMOTHY MATYI
                                          --------------------------------------
                                          Name: Timothy Matyi
                                          Title: Assistant Vice President













                                      S-2
<PAGE>   138

Confirmed and Agreed with respect to
Sections 3.01(c), 3.10(b)(x), (xiii), (xiv), (xvi),
5.06, 5.14(a); (c), 7.07 and 14.20

CAPITAL ONE AUTO RECEIVABLES, LLC,
as the Seller

By: /s/ JEFFERY ELSWICK
    ----------------------------------------------


Confirmed and Agreed with respect to
Sections 3.01(c), 3.10(b), (x), (xiii), (xiv) and (xvi),
5.06, 5.14(a) and (c), 7.07 and 14.20:


CAPITAL ONE AUTO FINANCE, INC.,
as Transferor, as Servicer and as Custodian

By: /s/ JEFFERY ELSWICK
    ----------------------------------------------









                                      S-3
<PAGE>   139


                                   SCHEDULE 1

                              SCHEDULE OF OPINIONS





                                  July 26, 2001

To the Persons listed on
Schedule A hereto

     Re:  Capital One Auto Finance Trust 2001-A
          Perfection Opinion

Ladies and Gentlemen:

     We have acted as special counsel to Capital One Auto Finance, Inc., a Texas
corporation ("COAF") and Capital One Auto Receivables, LLC, a Delaware limited
liability company (the "Seller", and together with COAF, the "Capital One
Entities"), in connection with the issuance and sale of the $126,500,000
aggregate principal amount of the 3.75% Class A-1 Asset Backed Notes (the "Class
A-1 Notes"), $234,500,000 aggregate principal amount of the 4.14% Class A-2
Asset Backed Notes (the "Class A-2 Notes"), $241,500,00 aggregate principal
amount of the 4.83% Class A-3 Asset Backed Notes (the "Class A-3 Notes") and
$247,500,000 aggregate principal amount of the 5.40% Class A-4 Asset Backed
Notes (the "Class A-4 Notes"; and together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the "Class A Notes") and, $60,382,514
aggregate principal amount of the 7.92% Class B Asset Backed Notes (the "Class B
Notes" and together with the Class A Notes, the "Notes").

     The Notes will be issued by Capital One Auto Finance Trust 2001-A (the
"Trust") pursuant to an Indenture dated as of July 26, 2001 (the "Indenture")
between the Wilmington Trust Company, not in its individual capacity as Owner
Trustee (the "Owner Trustee") for the Trust and Wells Fargo Bank Minnesota,
National Association, a national banking association, as indenture trustee (the
"Indenture Trustee"). The Trust will also issue one Asset Backed Certificate
representing the entire beneficial interest in the Trust (the "Certificates",
and together with the Notes, the "Securities") to the Seller pursuant to a Trust
Agreement dated as of July 26, 2001 (the "Trust Agreement") between the Seller,
as depositor, and the Owner Trustee. The Notes will be sold to the various
underwriters pursuant to an Underwriting Agreement dated July 26, 2001 (the
"Underwriting Agreement") between the Seller and Banc of America

<PAGE>   140
July 26, 2001
Page 2

Securities LLC, as representative for the several underwriters named therein
(the "Representative").

     We are members of the Bar of the State of New York and Texas. We have not
undertaken any special review of the laws of any other state or any judicial or
other interpretation thereof other than the limited review described in this
paragraph and, except as described in the following sentence, we express no
opinion as to any laws other than the laws of the State of New York and Texas
and the federal laws of the United States. In addition, we express no opinion
herein concerning any statutes, ordinances, administrative decisions, rules or
regulations of any county, town, municipality or special political subdivision
(whether created or enabled through legislative action at the federal, state or
regional level).

     Unless otherwise indicated, references in this opinion to the "UCC" shall
mean the Uniform Commercial Code as in effect on the date hereof in the State of
New York and Texas.

     Capitalized terms used herein shall, unless otherwise defined, have the
meanings assigned to them in the Indenture.

                              I. DOCUMENTS REVIEWED

     In arriving at the opinions expressed below, we have examined the following
documents:

     (i)   the Transfer and Assignment Agreement, dated as of July 26, 2001 (the
           "Transfer and Assignment Agreement"), between COAF, as transferor,
           and the Seller, as purchaser;

     (ii)  the Contribution Agreement, dated as of July 26, 2001, between the
           Seller, as contributor, and the Owner Trustee, as purchaser (the
           "Contribution Agreement");

     (iii) the Indenture;

     (iv)  financing statements on form UCC-1, naming COAF as debtor and the
           Seller as secured party, in proper form for filing with the offices
           of the Secretary of State of the State of Texas (the "Seller
           Financing Statements") attached hereto as Exhibit A; and

     (v)   the results of a search of the Uniform Commercial Code records
           maintained by the Secretary of State of the State of Texas (the "COAF
           Search Office") conducted by CT Corporation System (with respect to
           the January 2001 search) and by Lexis Document Services (with respect
           to the June 2001 search), which purport to identify all financing
           statements that name COAF as debtor that were


<PAGE>   141

July 26, 2001
Page 3

           on file in such offices as of January 4, 2001 and June 3, 2001,
           respectively (collectively, the "COAF UCC Reports") attached hereto
           as Exhibit B.

The documents set forth in the clauses (i) through (iii) above are referred to
herein collectively as the "Transaction Documents" and the transactions
contemplated thereby are referred to herein collectively as the "Transactions."

     In rendering the opinions set forth herein, we have also examined originals
or copies of such corporate documents and records, and other certificates,
opinions and instruments, and have made such further investigations, as we have
deemed relevant and necessary as a basis for the opinions expressed below. As to
questions of fact (but not legal conclusions) material to the opinions expressed
herein, we have, without independent investigation, relied with your permission
upon and assumed the present and continuing truth and accuracy of (a) all of the
foregoing documents, records, certificates, opinions and instruments, (b) the
truth and accuracy of the statements, representations and warranties of the
parties, including without limitation those made by Capital One Entities in the
Transaction Documents, and (c) the truth and accuracy of certificates of the
officers and other representatives of each of the Capital One Entities and of
public officials. In addition, as to the matters covered thereby, we have relied
on our legal opinions, the legal opinion of John G. Finneran, Jr., General
Counsel of COAF, the opinion of Richards, Layton and Finger on behalf of the
Seller and the opinion of Richards, Layton and Finger on behalf of the Owner
Trustee, each dated as of the date hereof.

     Based upon the foregoing and subject to the limitations, qualifications and
exceptions stated herein, we are of the opinion that:

                              II. OPINIONS RENDERED

     1. The provisions of Section 2.01 of the Transfer and Assignment Agreement
are effective under the New York UCC to create either an ownership interest or a
valid and enforceable "security interest" in the Receivables and other Trust
Property related thereto and the identifiable proceeds thereof, which security
interest has attached. Although we understand that COAF and the Seller intend
the transfer of the Receivables and the proceeds thereof to constitute a sale or
contribution to the Seller (and Mayer, Brown & Platt has issued an opinion dated
the date hereof with respect to the characterization of such transfer), rather
than a pledge of such property, if such transfer would be deemed by a court not
to constitute a sale, COAF would be deemed to have granted to the Seller a valid
and enforceable security interest in the Receivables and other Trust Property
related thereto and the identifiable proceeds thereof.

     2. The provisions of Section 2.01 of the Contribution Agreement are
effective under the New York UCC to create either an ownership interest or a
valid and enforceable "security interest" in the Receivables and other Trust
Property related thereto and the identifiable proceeds


<PAGE>   142

July 26, 2001
Page 4

thereof, which security interest has attached. Although we understand that the
Seller and the Owner Trustee intend the transfer of the Receivables and other
Trust Property related thereto and the identifiable proceeds thereof to
constitute a sale or contribution to the Owner Trustee, rather than a pledge of
such property, if such transfer would be deemed by a court not to constitute a
sale, the Seller would be deemed to have granted to the Owner Trustee a valid
and enforceable security interest in the Receivables and other Trust Property
related thereto and the identifiable proceeds thereof.

     3. The provisions of the Indenture are effective under the UCC to create a
valid and enforceable "security interest" in favor of the Indenture Trustee in
the Receivables and other Trust Property related thereto and the identifiable
proceeds thereof, which security interest has attached.

     4. Under the New York UCC (including the choice of laws provisions thereof)
(i) the internal laws of the State of Texas govern the perfection by filing of
financing statements of the Seller's security interest in the Receivables
transferred by COAF to the Seller pursuant to the Transfer and Assignment
Agreement; (ii) the internal laws of the State of Delaware govern the perfection
by filing of financing statements of the Owner Trustee's security interest in
the Receivables transferred by the Seller to the Owner Trustee pursuant to the
Contribution Agreement; and (iii) the internal laws of the State of Delaware
govern the perfection by filing of financing statements of the Indenture
Trustee's security interest in the Receivables pursuant to the Indenture.

     5. The Seller Financing Statements were filed in the office of the
Secretary of State of Texas on July 26, 2001, as evidenced by a time-stamped
copy attached as Exhibit C and subject to the "value" and "rights" assumptions
set forth in Section III below, the Seller's security interest in the
Receivables and in identifiable cash proceeds thereof, is perfected.

     a. According to the provisions of the Texas UCC, such perfected security
interest is prior to any other security interest granted by COAF that is
perfected solely by the filing of financing statements after the date of the
filing of the Seller Financing Statements.

     b. Based solely on our review of the COAF UCC Reports as of each of the
dates set forth therein, there were no UCC financing statements of record in the
COAF Search Office other than the Seller Financing Statement which name COAF as
debtor or seller and purport to cover any of the Receivables.

     c. Pursuant to former Section 9-103 (repealed) of the Texas UCC, and
Section 9-301 through 9-307, and 9-705(c) of the Texas UCC now in effect and
subject to the assumptions set forth in Section III below, the COAF Search
Office constitutes all of the offices in which


<PAGE>   143

July 26, 2001
Page 5

searches must be made to determine whether a security interest has been
perfected by filing in such Receivables.

                                III. ASSUMPTIONS

     In rendering the opinions set forth herein, we have relied upon and
assumed:

     A. All parties to the Transaction Documents are validly existing, and in
good standing under the laws of their respective jurisdictions of organization
and have the requisite corporate, limited liability company, or banking power
(as applicable) to enter into such Transaction Documents;

     B. The execution and delivery of the Transaction Documents have been duly
authorized by all necessary corporate, limited liability company, or banking
action (as applicable) and proceedings on the part of all such parties; the
Transaction Documents have been duly executed and delivered by all such parties
and the Transaction Documents constitute the valid and binding obligations of
such parties, enforceable against such parties in accordance with their
respective terms; the respective terms and provisions of each of the Transaction
Documents do not, and the execution, delivery and performance of its obligations
thereunder by each of such parties will not, violate the articles or certificate
of incorporation or other charter document or by-laws of any such party or any
law, order or decree of any court, administrative agency or other governmental
authority binding on any such party, or result in a breach of or cause a default
under any contract or indenture to which it is a party or by which it is bound;

     C. The COAF UCC Reports are accurate, correct and complete as of the date
thereof and that, since the stated effective date of such reports, no filings or
notices have been made with respect to COAF with the COAF Search Office other
than the filing of the Seller Financing Statements;

     D. Other than "Summit Acceptance Corporation", COAF has not has used any
trade names, assumed names or prior corporate names within the last five years;

     E. Neither COAF, the Seller, the Indenture Trustee, the Owner Trustee, nor
any of you has knowledge of the contents of any financing statement or lien not
disclosed in the COAF UCC Reports;

     F. COAF is a corporation incorporated under the laws of the State of Texas,
and the Seller is a limited liability company and the Owner Trustee is a banking
corporation each organized under the laws of the State of Delaware; and neither
of COAF, the Seller or the Owner Trustee has changed its organizational
structure or jurisdiction of organization with the last five years;


<PAGE>   144

July 26, 2001
Page 6

     G. To the extent COAF acquired its interest in the Receivables directly or
indirectly from any other person whose name is not searched in the COAF UCC
Reports, COAF acquired such Receivables free and clear of any security interest
or lien created by such person;

     H. COAF has not had a principal place of business other than Texas;

     I. The exact legal name of COAF is set forth in copies of the
organizational documents certified to us by the Texas Secretary of State; the
exact legal names of the Seller and the Owner Trustee are as set forth in the
copies of the organizational documents certified to us by the Delaware Secretary
of State;

     J. The Seller has paid the purchase price to COAF in accordance with the
terms of the Transfer and Assignment Agreement; the Owner Trustee has given
value to the Seller in accordance with the terms of the Contribution Agreement,
and the Indenture Trustee has given value to the Owner Trustee in accordance
with the terms of the Indenture;

     K. COAF has (or had prior to the transfer thereof) sufficient "lights"
(within the meaning of Section 9-102 of the UCC) in the Receivables for the
security interest of the Seller to attach thereto; the Seller has (or had prior
to the transfer thereof) sufficient "rights" (within the meaning of 9-102 of the
UCC) in the Receivables for the security interest of the Owner Trustee to attach
thereto; and the Owner Trustee has sufficient "rights" in the Receivables for
the security interest of the Indenture Trustee to attach thereto;

     L. The laws of the jurisdiction under which the Trust was constituted
provide that the Owner Trustee holds legal title to the property of the Trust.


                       IV. LIMITATIONS AND QUALIFICATIONS

The opinions expressed herein are subject to the following qualifications,
exceptions and limitations:

     A. We express no opinion as to the nature or extent of the rights or title
of COAF, the Seller or the Owner Trustee in or to any of the Receivables.

     B. The perfection of any security interest in proceeds is limited to the
extent set forth in Section 9-315 of the UCC.


<PAGE>   145

July 26, 2001
Page 7

     C. We call to your attention that the security interest of the Seller, the
Owner Trustee or the Indenture Trustee in any Receivables may be subject to the
rights of account debtors in respect of such Receivables, claims and defenses of
such account debtors and the terms of agreements with such account debtors.

     D. The rights of COAF, the Seller and the Owner Trustee to assign any
Receivables consisting of claims against any government or governmental agency
(including, without limitation, the United States of America or any state
thereof or any agency or department thereof or of any state) may be limited by
the Federal Assignment of Claims Act or similar state or local statute.

     E. In the case of any Receivable payment of which is secured by other
property, pursuant to Section 9-203(g) and 9-308(e) the Seller's, the Owner
Trustee's and the Indenture Trustee's attachment and perfection in the
applicable Receivable results in automatic attachment and perfection in the
underlying security interest. We call to your attention that the automatic
attachment and perfection in such underlying security interest is limited to the
rights that COAF, the Seller or the Owner Trustee had prior to the transfers
contemplated by the Transaction Documents.

     F. We express no opinion as to any actions that may be required to be taken
periodically under the UCC or other applicable law in order for the
effectiveness of the Financing Statements, or the validity or perfection of any
security interest, to be maintained.

     G. Except as expressly stated in II.5., we express no opinion as to the
priority of any security interest. Without limiting the foregoing, we express no
opinion as to the priority as against any security interests or other liens as
to which a UCC filing in the COAF Search Office is not required, including,
without limitation, (i) liens for the payment of federal, state or local taxes
or charges which are given priority by operation of law, including, without
limitation, under Sections 6321 and 6323(c)(2) and (d) of the Internal Revenue
Code; (ii) claims of the United States of America under the federal priority
statutes (31 U.S.C. Section 3713 et seq.); (iii) liens in favor of the United
States of America, any state or local governmental authority or any agency or
instrumentality thereof, including, without limitation, liens arising under
Title IV of ERISA; (iv) liens of a collecting bank under Section 4-210 of the
UCC; (v) the rights of a "lien creditor" as defined in Section 9-102(52) of the
UCC which is entitled to priority under Section 9-323(b) of the UCC; (vi)
security interests in respect of proceeds of collateral other than Receivables
in which a security interest was properly perfected other than by filing in the
Search Offices, to the extent that the applicable secured party has a perfected
security interest in such proceeds under Section 9-315 and such interest is
entitled to priority under Section 9-322 of the UCC; (vii) the rights of a
"purchaser" of chattel paper or instruments who is entitled to priority under
Section 9-330 of the UCC; (viii) the rights of a "purchaser" of instruments,
documents, and securities who is entitled to priority under Section 9-331 of the
UCC; (ix) any other liens,

<PAGE>   146

July 26, 2001
Page 8

claims or other interests that arise by operation of law and do not require any
filing or possession in order to take priority over security interests perfected
through the filing of a financing statement; (x) a security interest which was
perfected automatically upon attachment pursuant to Section 9-309 of the UCC;
(xi) a security interest temporarily perfected without filing or possession
under Section 9-312(e), (f) or (g) of the UCC; (xii) a security interest
perfected by taking possession or the taking of delivery under Section 9-313;
(xiii) a security interest in deposit accounts, electronic chattel paper,
investment property or letter-of-credit rights which is perfected by control
under Section 9-314 of the UCC; and (xiv) the rights of any person to whom
Receivables have been released or reassigned or in whose favor the security
interest of the Seller, the Owner Trustee or the Indenture Trustee, as
applicable, have been subordinated.

     This opinion is being furnished only to you, is solely for your benefit,
and is not to be used, quoted, relied upon or otherwise referred to by any other
person or for any other purposes without our prior written consent. This opinion
is based on factual matters in existence as of the date hereof and laws and
regulations in effect on the date hereof, and we assume no obligation to revise
or supplement this opinion should such factual matters change or should such
laws or regulations be changed by legislative or regulatory action, judicial
decision or otherwise.

     This letter is limited to the specific issues addressed herein and the
opinion rendered above is limited in all respects to laws and facts existing on
the date hereof. By rendering this opinion, we do not undertake to advise you
with respect to any other matter or of any change in such laws or facts or in
the interpretations of such laws which may occur after the date hereof.

     The opinions expressed herein are provided solely for your benefit. Without
our prior written consent, the opinions expressed herein may not be quoted in
whole or in part or otherwise referred to in any legal opinion, document or
other report, and may not be relied upon by any other person or entity
whatsoever.

                                                Very truly yours,

                                                MAYER, BROWN & PLATT

SML/JVG/KAA

<PAGE>   147

                                   SCHEDULE A



Standard & Poor's Ratings Services,
55 Water Street
40th Floor
New York, New York 10041

Fitch, Inc.
One State Street Plaza
New York, New York 10007

Banc of America Securities LLC
as Representative of
the several Underwriters

Bank of America Corporate Center
100 North Tryon Street, 10th Floor
Charlotte, NC 28255

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

Wells Fargo Bank Minnesota, National Association
Individually and as Indenture Trustee
6th and Marquette Avenue
Minneapolis, MN 55479-0001

Capital One Auto Finance, Inc.
8000 Jones B ranch Drive
McLean, Virginia 22102

Capital One Auto Receivables, LLC
8000 Jones B ranch Drive
McLean, Virginia 22102

MBIA Insurance Corporation
113 King Street
Armonk, NY 10504


<PAGE>   148


                                  July 26, 2001

To the Persons listed on
Schedule A hereto

     Re:  Capital One Auto Finance Trust 2001-A
          Transaction Opinion

Ladies and Gentlemen:

     We have acted as special counsel to Capital One Auto Finance, Inc., a Texas
corporation ("COAF") and Capital One Auto Receivables, LLC, a Delaware limited
liability company (the "Seller", and together with COAF, the "Capital One
Entities"), in connection with the issuance and sale of the $126,500,000
aggregate principal amount of the 3.75% Class A-1 Asset Backed Notes (the "Class
A-1 Notes"), $234,500,000 aggregate principal amount of the 4.14% Class A-2
Asset Backed Notes (the "Class A-2 Notes"), $241,500,000 aggregate principal
amount of the 4.83% Class A-3 Asset Backed Notes (the "Class A-3 Notes") and
$247,500,000 aggregate principal amount of the 5.40% Class A-4 Asset Backed
Notes (the "Class A-4 Notes"; and together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the "Class A Notes") and, $60,382,514
aggregate principal amount of the Class B Asset Backed Notes (the "Class B
Notes" and together with the Class A Notes, the "Notes").

     The Notes will be issued by Capital One Auto Finance Trust 2001-A (the
"Trust") pursuant to an Indenture dated as of July 26, 2001 (the "Indenture)
between the Wilmington Trust Company, not in its individual capacity but as
owner trustee (the "Owner Trustee") for the Trust and Wells Fargo Bank
Minnesota, National Association, a national banking association, as indenture
trustee (the "Indenture Trustee"). The Trust will also issue one Asset Backed
Certificate representing the entire beneficial interest in the Trust (the
"Certificates", and together with the Notes, the "Securities") to the Seller
pursuant to a Trust Agreement dated as of July 26, 2001 (the "Trust Agreement")
between the Seller, as depositor, and the Owner Trustee. The Notes will be sold
to the various underwriters pursuant to an Underwriting Agreement dated July 26,
2001



<PAGE>   149

July 26, 2001
Page 2

(the "Underwriting Agreement") between the Seller and Banc of America Securities
LLC, as representative for the several underwriters named therein (the
"Representative").

     Capitalized terms used herein shall, unless otherwise defined, have the
meanings assigned to them in the Indenture.

     In arriving at the opinions expressed below, we have examined the following
documents:

     (i)    the Transfer and Assignment Agreement, dated as of July 26, 2001
            (the "Transfer and Assignment Agreement"), between COAF, as
            transferor, and the Seller, as purchaser;

     (ii)   the Trust Agreement;

     (iii)  the Contribution Agreement, dated as of July 26, 2001, between the
            Seller, as contributor, and the Owner Trustee, as purchaser (the
            "Contribution Agreement");

     (iv)   the Indenture;

     (v)    the Servicing Agreement, dated as of July 26, 2001, among COAF, as
            servicer, the Owner Trustee and the Indenture Trustee;

     (vi)   the Administration Agreement, dated as of July 26, 2001 (the
            "Administration Agreement"), among COAF, as administrator, the Owner
            Trustee and the Indenture Trustee;

     (vii)  the forms of the Securities;

     (viii) the Underwriting Agreement;

     (ix)   the Insurance Agreement, dated as of July 26, 2001, among COAF, as
            transferor and servicer, MBIA Insurance Corporation, as note
            insurer, the Seller, the Owner Trustee and the Indenture Trustee
            (the "Insurance Agreement");

     (x)    the Limited Guaranty, dated as of July 26, 2001 by Capital One
            Financial Corporation ("Capital One") in favor of the Note Insurer,
            the Indenture Trustee and the Owner Trustee (the "Limited
            Guaranty");

     (xi)   the Fee Letter, dated July 26, 2001, among COAF, the Owner Trustee,
            and MBIA Insurance Corporation, as note insurer (the "MBIA Fee
            Letter");

<PAGE>   150

July 26, 2001
Page 3

         (xii) the registration statement on Form S-3 (No. 333-54736) filed
               with the Securities and Exchange Commission (the "Commission")
               under the Securities Act of 1933, as amended (the "Act") on
               January 31, 2001, and Amendment No. 1 to such registration
               statement filed with the Commission on March 13, 2001 (such
               registration statement as so amended, not including the exhibits
               thereto, the "Registration Statement"); and

        (xiii) the prospectus supplement dated July 12, 2001 (the "Prospectus
               Supplement") and the base prospectus dated July 10, 2001 (the
               "Base Prospectus" and together with the Prospectus Supplement,
               the "Prospectus") filed with the Commission pursuant to Rule
               424(b) under the Act.

The documents set forth in the clauses (i) through (x) above are referred to
herein collectively as the "Transaction Documents" and the transactions
contemplated thereby are referred to herein collectively as the "Transactions."

     In addition to the Transaction Documents, we have also examined originals
or copies of such corporate documents and records, and other certificates,
opinions and instruments, and have made such further investigations, as we have
deemed relevant and necessary as a basis for the opinions expressed below. As to
questions of fact (but not legal conclusions) material to the opinions expressed
herein, we have, without independent investigation, relied with your permission
upon and assumed the present and continuing truth and accuracy of (a) all of the
foregoing documents, records, certificates, opinions and instruments, (b) the
truth and accuracy of the statements, representations and warranties of the
parties, including without limitation those made by Capital One Entities in the
Transaction Documents, and (c) the truth and accuracy of certificates of the
officers and other representatives of each of the Capital One Entities and of
public officials.

     In addition, as to the matters covered thereby and as to the matters set
forth in paragraph B below, we have relied on the legal opinion of John G.
Finneran, Jr., General Counsel of COAF and the Seller, the opinion of Richards,
Layton & Finger on behalf of the Seller and the opinion of Richards, Layton &
Finger on behalf of the Owner Trustee, each dated as of the date hereof.

     Based upon the foregoing and subject to the limitations, qualifications and
exceptions stated herein, we are of the opinion that:

     1. The Transaction Documents (other than the Trust Agreement and the
Underwriting Agreement) to which any of COAF, the Seller or the Owner Trustee is
a party are the legal, valid and binding obligations of COAF, the Seller and the
Owner Trustee, as applicable, enforceable against COAF, the Seller or the Owner
Trustee in accordance with their terms.


<PAGE>   151

July 26, 2001
Page 4

     2. The Transaction Documents to which the Seller is a party have been duly
executed and delivered by the Seller.

     3. No consent, approval, authorization or order of, or filing with, any
Texas governmental agency or body or any Texas court is required on the part of
the Seller or COAF under applicable Texas law for the consummation by the Seller
or COAF of the transactions contemplated in this Agreement and in the Indenture,
except such as have been obtained or made and such as may be required under
state securities or Blue Sky laws.

     4. The execution, delivery and performance by each of the Seller and COAF
of its obligations under this Agreement and the Transaction Documents to which
it is a party, the transfer by COAF of the Receivables and its interest in any
related collateral to the Seller, the contribution of the Receivables and
related collateral to the Owner Trustee, the issuance and sale of the Class A
Notes, and the consummation by the Seller or COAF of any other of the
transactions contemplated in this Agreement or the Transaction Documents, will
not conflict with, result in a breach or violation of any rule, order (known to
such counsel), statute or regulation, to the extent the foregoing relate to
Texas laws, United States federal law, of any court, regulatory body,
administrative agency or governmental body having jurisdiction over such entity
of the terms of any material indenture or other material agreement or instrument
(known to such counsel), statute or regulation, to the extent the foregoing
relate to any court, regulatory body, administrative agency or governmental body
having jurisdiction over such entity or the terms of any material indenture or
other material agreement or instrument known to such counsel to which such
entity is a party or by which they or their properties are bound; provided,
however, that no opinion is expressed herein as to state securities or Blue Sky
laws.

     5. No consent, approval, authorization or order of, or filing with, any
Texas state or United States governmental agency or body or any United States
federal court is required on the part of either the Seller or COAF under Texas
law or United States federal law for consummation of the transactions
contemplated in this Agreement or the Transaction Documents, except such as have
been obtained or made and such as may be required under state securities or Blue
Sky laws.

     6. The Underwriting Agreement is the legal, valid and binding obligation of
the Seller and COAF, respectively.

     7. Neither the Trust nor the Seller is an "investment company" as such term
is defined in the Investment Company Act of 1940, as amended.

     8. The Trust Agreement need not be qualified under the Trust Indenture Act
of 1939, as amended.



<PAGE>   152
July 26, 2001
Page 5

     9. The Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended.

     10. The Limited Guaranty constitutes a valid and binding obligation of
Capital One, enforceable against Capital One in accordance with its terms.

     11. The Registration Statement became effective under the Act as of March
20, 2001 and, to the best of our knowledge, no stop order suspending the
effectiveness of the Registration Statement or any part thereof or any amendment
thereto has been issued under the Act and no proceeding for that purpose has
been instituted or threatened by the Commission under Section 8(d) of the Act.

     12. The Registration Statement, as of its effective date, and the
Prospectus, as of the date of the Prospectus Supplement, other than financial
statements, the exhibits, annexes and other financial, statistical, numerical or
portfolio data, contained in or incorporated by reference therein, complied as
to form in all material respects with the requirements of the Act and the
applicable rules and regulations thereunder.

     13. To our knowledge, there are no contracts or documents of the Seller
which are required to be filed as exhibits to the Registration Statement
pursuant to the Act or the rules or regulations thereunder which have not been
so filed.

     14. The statements contained in the Prospectus Supplement under the
headings "Summary of Terms - Material Federal Income Tax Consequences,"
"Material Federal Income Tax Consequences," Summary of Terms - ERISA
Considerations," and "ERISA Considerations," and in the Base Prospectus under
the headings "Material Federal Income Tax Consequences" and "ERISA
Considerations," to the extent that they constitute statements of matters of
federal law or legal conclusions with respect thereto, while not purporting to
discuss all possible consequences of investment in the Notes, accurately
describe the material consequences to holders of the Notes under the Code and
ERISA.

     The opinions expressed herein are based upon the assumptions and are
subject to the limitations and qualifications set forth below:

     A. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies and the authenticity of the originals
of such documents submitted to us as copies.

     B. We have assumed that: (i) all parties to the Transaction Documents are
duly organized, validly existing and in good standing under the laws of their
respective jurisdictions



<PAGE>   153

July 26, 2001
Page 6

of organization; (ii) each such party is duly qualified to engage in the
activities contemplated by the Transaction Documents, and has the requisite
organizational powers and authority to execute, deliver and perform its
obligations under such documents; (iii) each of the Transaction Documents has
been duly authorized by each party thereto; (iv) each of the Transaction
Documents have been duly executed and delivered by each party thereto (other
than the Seller as to whom we opine) (v) each of the Transaction Documents
constitutes a valid and binding obligation of the parties thereto (other than
Capital One Financial Corporation, COAF, the Seller and the Owner Trustee with
respect to each Transaction Document other than the Trust Agreement which we
opine) enforceable against each such party in accordance with the terms thereof;
(vi) the execution, delivery and performance by each party to the Transaction
Documents to which it is a party and the consummation of the Transactions will
not conflict with, result in any breach of any of the terms and provisions of,
constitute (with or without notice Or lapse of time) a default under or result
in the creation or imposition of any lien upon any of its properties pursuant to
the terms of, (a) the charter and by-laws or similar organic documents of such
party, (b) any indenture, contract, lease, mortgage, deed of trust or other
instrument or agreement to which such party is a party or by which such party is
bound, or (c) any statute, rule or regulation or require any consents,
approvals, authorizations, registrations or filings by such parties under any
statute, rule or regulation; and (vii) each party will act in accordance with,
and will refrain from taking any action that is forbidden by, the Transaction
Documents.

     C. We have assumed that there are no proceedings or investigations pending,
or threatened, before any court, regulatory body, administrative agency, or
other tribunal or governmental instrumentality having jurisdiction over any
party to the Transaction Documents or any of its properties: (i) asserting the
invalidity of any Transaction Document, (ii) seeking to prevent the issuance of
the Securities or the consummation of any of the Transactions (except as set
forth in paragraph 11 herein), or (iii) seeking any determination or ruling that
might adversely affect the performance by any party to the Transaction Documents
of its obligations under, or the validity or enforceability of, any Transaction
Document.

     D. We have assumed that (i) the parties are entering into the Transactions
in the ordinary course of their respective businesses, (ii) there has not been
any fraud, duress, undue influence or material mistake of fact in connection
with the Transactions and (iii) there are no agreements, course of prior dealing
or other arrangements between the parties that will alter the Transaction
Documents.

     E. The opinions set forth above are subject (i) to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors' rights generally, (ii) to the effect of
public policy considerations under federal or state securities laws which, among
other things, would limit or restrict any agreement relating to indemnification,
contribution or exculpation with respect to costs, expenses or other liabilities


<PAGE>   154


July 26, 2001
Page 7

that arise out of or are incurred in connection with any of the Transaction
Documents, (iii) to the effect of general principles of equity including
(without limitation) concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a proceeding in equity or at
law), (iv) to the fact that the remedies of specific performance and injunctive
and other forms of equitable relief are subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought, and
(v) to the qualification that certain remedial provisions in the Transaction
Agreements may be limited or rendered ineffective or unenforceable by the
applicable laws of the State of New York, the State of Texas or judicial
decisions governing such provisions or holding their enforcement unreasonable
under the then existing circumstances (but, in our opinion, there exists in the
Transaction Agreements or pursuant to applicable law legally adequate remedies
for a realization of the principal benefits purported to be provided thereby,
subject to the qualifications and exceptions set forth in this letter and except
for the economic consequences of procedural or other delay). Without limiting
the foregoing, we point out that Section 552 of the Bankruptcy Code (11 U.S.C.
101 et. seq.) limits the extent to which property acquired by a debtor after the
commencement of the case under the Bankruptcy Code maybe subject to a security
interest arising from a security agreement entered into by the debtor before the
commencement of such case.

     F. We express no opinion as to any provision of any Transaction Document
(i) restricting access to legal or equitable remedies, (ii) purporting to
establish evidentiary standards, (iii) purporting to appoint any person as the
attorney-in-fact of any other person, (iv) which provides that such Transaction
Document may only be amended, modified or waived in writing, (v) stating that
all rights or remedies of any party are cumulative and may be enforced in
addition to any other night or remedy and that the election of a particular
remedy does not preclude recourse to one or more remedies, (vi) which provides
that the failure to exercise or the delay in exercising rights or remedies will
not operate as a waiver of any such rights or remedies, (vii) waiving rights or
remedies which, as a matter of law, cannot be waived, (viii) providing that such
Transaction Document is to be governed by or construed in accordance with the
laws of any jurisdiction, (ix) requiring the payment of interest on overdue
interest, (x) purporting to provide for severability of the provisions thereof,
(xi) relating to any liens on any accounts, (xii) provides for the waiver of
venue or waiver of jury trial, or (xiii) purports to create any right of setoff.

     G. We express no opinion as to the enforceability against any government or
governmental agency (including without limitation the United States of America
or any State thereof or any agency or department of the United States of America
or any State thereof) of any security or ownership interest in any Receivables
with respect to which such government or agency is obligated.

     H. We express no opinion as to the availability of the defense of
inconvenient forum in any action or proceeding in any court sitting in the State
of New York or the State of Texas arising out of or relating to any matter under
any Transaction Document.


<PAGE>   155


July 26, 2001
Page 8

     I. Except as expressly set forth herein, we have not undertaken any
independent investigation to determine the existence or absence of such facts
and no inference as to our knowledge concerning such facts should be drawn from
the fact that such representation has been undertaken by us or otherwise.

     J. Our examination of matters of law has been limited to the laws of the
States of Texas and New York and the federal law of the United States of America
to the extent specifically referred to in this opinion letter. We express no
opinions regarding the laws of any other jurisdiction or as to any matters of
municipal law or the laws of any local agencies within any state.

     This letter is limited to the specific issues addressed herein and the
opinion rendered above is limited in all respects to laws and facts existing on
the date hereof. By rendering this opinion, we do not undertake to advise you
with respect to any other matter or of any change in such laws or facts or in
the interpretations of such laws which may occur after the date hereof.

     The opinions expressed herein are provided solely for your benefit. Without
our prior written consent, the opinions expressed herein may not be quoted in
whole or in part or otherwise referred to in any legal opinion, document or
other report, and may not be relied upon by any other person or entity
whatsoever.

                                                   Very truly yours,

                                                   MAYER, BROWN & PLATT

SML/JVGI/KAA


<PAGE>   156

                                   SCHEDULE A


Standard & Poor's Ratings Services
55 Water Street
40th Floor
New York, New York 10041

Fitch, Inc.
One State Street Plaza
New York, New York 10004

Banc of America Securities LLC
Representative of
the several Underwriters

Bank of America Corporate Center
100 North Tryon Street, 10th Floor
Charlotte, NC 28255

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

Wells Fargo Bank Minnesota, National Association
Individually and as Indenture Trustee
6th and Marquette Avenue
Minneapolis, MN 55479-0001

Capital One Auto Finance, Inc.
2890 Fairview Park Drive
Falls Church, VA 22402

Capital One Auto Receivables, LLC
2890 Fairview Park Drive
Falls Church, VA 22402

MBIA Insurance Corporation
113 King Street
Armonk, NY 10504


<PAGE>   157
                                   SCHEDULE 2

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in
the Indenture, the Owner Trustee hereby represents, warrants, and covenants to
the Indenture Trustee as to itself as follows on the Closing Date and on each
Payment Date thereafter:

1.   The Indenture creates a valid and continuing security interest (as defined
in UCC Section 9-102) in the Receivables in favor of the Indenture Trustee,
which security interest is prior to all other Liens, and is enforceable as such
as against creditors of and purchasers from the Owner Trustee.

2.   The Receivables constitute "tangible chattel paper" within the meaning of
UCC Section 9-102.

3.   COAF has taken all steps necessary to perfect its security interest against
the Obligor in the property securing the Receivables that constitute chattel
paper.

4.   The Owner Trustee owns and has good and marketable title to the Receivables
free and clear of any Lien, claim or encumbrance of any Person, excepting only
liens for taxes, assessments or similar governmental charges or levies incurred
in the ordinary course of business that are not yet due and payable or as to
which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves
have been established, but only so long as foreclosure with respect to such a
lien is not imminent and the use and value of the property to which the Lien
attaches is not impaired during the pendency of such proceeding.

5.   The Owner Trustee has caused or will have caused, within ten days after the
effective date of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the contribution and sale of the Receivables
from COAF to the Seller, the transfer and sale of the Receivables from the
Seller to the Owner Trustee, and the security interest in the Receivables
granted to the Indenture Trustee hereunder.

6.   With respect to Receivables that constitute tangible chattel paper, such
tangible chattel paper is in the possession of the Custodian and the Indenture
Trustee has received a written acknowledgment from the Custodian that the
Custodian is holding such tangible chattel paper solely on behalf and for the
benefit of the Indenture Trustee.

7.   Neither the Seller, the Servicer nor the Owner Trustee has authorized the
filing of, or is aware of any financing statements against either the Seller,
the Transferor or the Owner Trustee that include a description of collateral
covering the Receivables, the Trust Property and proceeds related thereto other
than any financing statement (i) relating to the sale of Receivables by the
Transferor to the Seller under the Transfer and Assignment Agreement, (ii)
relating to the contribution of Receivables by the Seller to the Owner Trustee
under the Contribution




<PAGE>   158

Agreement, (iii) relating to the security interest granted to the Indenture
Trustee hereunder, or (iv) that has been terminated.

8.   Neither the Seller, the Transferor nor the Owner Trustee is aware of any
judgment, ERISA or tax lien filings against either the Seller, the Transferor or
the Owner Trustee.

9.   None of the tangible chattel paper that constitute or evidence the
Receivables has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Indenture Trustee.

10.  Survival of Perfection Representations. Notwithstanding any other provision
of the Transfer and Assignment Agreement, the Contribution Agreement, the
Indenture or any other Transaction Document, the Perfection Representations
contained in this Schedule shall be continuing, and remain in full force and
effect (notwithstanding any replacement of the Servicer or termination of
Servicer's rights to act as such) until such time as all obligations under the
Transfer and Assignment Agreement, Contribution Agreement and the Indenture have
been finally and fully paid and performed.

11.  No Waiver. The parties hereto: (i) shall not, without obtaining a
confirmation of the then-current rating of the Class A Notes, waive any of the
Perfection Representations; (ii) shall provide the Ratings Agencies with prompt
written notice of any breach of the Perfection Representations, and shall not,
without obtaining a confirmation of the then-current rating of the Class A Notes
(as determined after any adjustment or withdrawal of the ratings following
notice of such breach) waive a breach of any of the Perfection Representations.







<PAGE>   159

                                    EXHIBIT A

                              FORM OF CLASS A NOTE

                                 CLASS A-1 NOTE

Note Number: R-1  CUSIP No.: 14041M AA 1

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE OWNER TRUSTEE
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                      CAPITAL ONE AUTO FINANCE TRUST 2001-A
                AUTOMOBILE RECEIVABLE-BACKED NOTES, SERIES 2001-A
                                 CLASS A-1 NOTE

      ORIGINAL ISSUE             CLASS A-1 MATURITY
           DATE                        DATE                    ISSUE PRICE
      July 26, 2001                  8/13/2002                 100.000000%


REGISTERED OWNER: CEDE & Co.

ORIGINAL PRINCIPAL BALANCE:  $                               $126,500,000.00

     THIS CERTIFIES THAT Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2001-A
(the "Owner Trustee") as the Owner Trustee, which term includes any successor
entity under the Indenture dated as of July 26, 2001 (the "Indenture") between
the Owner Trustee and Wells Fargo Bank Minnesota, National Association, as
indenture trustee (together with any successor thereto, hereinafter called the
"Indenture Trustee"), for value received, hereby promises to pay to the
Registered Owner named above or registered assigns, subject to the provisions
hereof and of the Indenture, (a) interest based on the actual number of days and
a 360-day year on the Outstanding Principal Balance from the Closing Date at the
Class A-1 Interest Rate defined in the Indenture, on each Payment Date beginning
in September 2001 (or, if such day is not a Business Day, the next



                                      A-1
<PAGE>   160

succeeding Business Day) and on the Class A-1 Final Scheduled Payment Date to
the extent set forth in the Indenture, and (b) principal on each Payment Date
and on the Class A-1 Final Scheduled Payment Date to the extent set forth in the
Indenture in the manner and subject to the priority of payment as set forth in
the Indenture; provided, however, that the Class A Notes are subject to
redemption as set forth in the Indenture. This Note is one of a duly authorized
series of Notes of the Owner Trustee designated as its Capital One Auto Finance
Trust 2001-A Notes, Series 2001-A. The Indenture authorizes the issuance of
$126,500,000 in principal amount of notes as Series 2001-A (the "Notes"). The
notes are issued in five classes designated as Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes and Class B Notes. The Indenture provides that
the Notes will be entitled to receive payments in reduction of the Aggregate
Outstanding Principal Balance of each Class, in the amounts, from the sources,
and at the times more specifically as set forth in the Indenture. The Notes are
secured by the Trust Property (as defined in the Indenture).

     Reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights thereunder of the Owner
Trustee, the Indenture Trustee and the Holders of the Notes and the terms upon
which the Notes are to be authenticated and delivered. All terms used in this
Class A Note which are not defined herein shall have the meanings assigned to
them in the Indenture.

     THE OBLIGATION OF THE OWNER TRUSTEE TO REPAY THE CLASS A-1 NOTES IS A
LIMITED, NONRECOURSE OBLIGATION SECURED ONLY BY THE TRUST PROPERTY. All payments
of principal and interest on the Class A-1 Notes shall be made only from the
Trust Property, and each Holder hereof, by its acceptance of this Class A-1
Note, agrees that it shall be entitled to payments solely from such Trust
Property pursuant to the terms of the Indenture. The actual Outstanding
Principal Balance on this Class A-1 Note may be less than the Original Principal
Balance indicated on the face hereof. The actual principal balance on this Class
A-1 Note at any time may be obtained from the Indenture Trustee.

     With respect to payment of principal of and interest on the Class A-1
Notes, the Indenture provides the following:

     (a) Until fully paid, principal payments on the Class A-1 Notes will be
made on each Payment Date in an amount, at the time, and in the manner provided
in the Indenture. The unpaid principal balance of each Class A-1 Note shall be
payable no later than the Final Scheduled Payment Date thereof unless the unpaid
principal of such Class A-1 Note becomes due and payable at an earlier date
pursuant to the Indenture, in each case such payment shall be made in an amount
and in the manner provided in the Indenture.

     (b) The Class A-1 Notes shall bear interest on the Aggregate Outstanding
Principal Balance of the Class A-1 Notes and accrued but unpaid interest
thereon, at the Class A-1 Interest Rate from and including the preceding Payment
Date (or, in the case of the first Payment Date, from the Closing Date, to and
including the day immediately preceding the subject Payment Date. Such interest
shall be payable on each Payment Date to the extent that the Revenue Fund and
the Reserve Fund then contains sufficient amounts to pay such interest and any
Class A-1 Overdue Interest from prior Payment Dates (plus interest thereon at
the applicable Class A-1 Interest Rate) pursuant to Section 5.05 of the
Indenture. Interest accrued on the Class A-1 Notes



                                      A-2
<PAGE>   161

will be calculated with respect to the initial Payment Date, the product of (x)
1/360 of the Class A-1 Interest Rate times (y) the actual number of days from
and including the Closing Date to but excluding the initial Payment Date times
(z) the Aggregate Outstanding Principal Balance of the Class A-1 Notes as of the
Closing Date, with respect to any subsequent Payment Date, the sum of (a) the
product of (x) 1/360 of the Class A-1 Interest Rate times (y) the actual number
of days from and including the previous Payment Date to but excluding such
Payment Date times (z) the Aggregate Outstanding Principal Balance of the Class
A-1 Notes outstanding as of the immediately preceding Payment Date after giving
effect to all payments of principal on such immediately preceding Payment Date
and (b) the Class A-1 Overdue Interest, if any.

     This Note is entitled to the benefits of the Note Guaranty Insurance Policy
issued by the Note Insurer to the Indenture Trustee for the benefit of the Class
A Noteholders, as described in the Statement of Insurance attached hereto.

     All payments of interest and principal on the Class A-1 Notes on the
applicable Payment Date shall be paid to the Person in whose name such Class A-1
Note is registered at the close of business on the Record Date for such Payment
Date in the manner provided in the Indenture. All reductions in the principal
amount of a Class A-1 Note (or one or more Predecessor Notes) effected by full
or partial payments of installments of principal shall be binding upon all past,
then current, and future Holders of such Class A-1 Note and of any Class A-1
Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Class A-1 Note.

     All amounts collected as payments on the Trust Property or otherwise shall
be applied in the order of priority specified in the Indenture.

     Each Person who has or who acquires any Ownership Interest in a Class A-1
Note shall be deemed by the acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the provisions of Section 2.07 of the Indenture.

     In addition, each Person who has or who acquires any Ownership Interest in
a Class A-1 Note shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section 14.18
of the Indenture. Prior to the date that is one year and one day after the
payment in full of all amounts payable with respect to the Notes, each Person
who has or acquires an Ownership Interest in a Class A-1 Note agrees that such
Person will not institute against the Owner Trustee or the Seller, or join any
other Person in instituting against the Owner Trustee or the Seller, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other proceedings under the laws of the United States or any state of the
United States. This covenant shall survive the termination of the Indenture.

     Before the due presentment for registration of transfer of this Class A-1
Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner
Trustee or the Indenture Trustee may treat the person in whose name this Class
A-1 Note is registered (a) on any Record Date for purposes of making payments,
and (b) on any other date for any other purpose, as the owner hereof, whether or
not this Class A-1 Note be overdue, and neither the Owner Trustee, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.



                                      A-3
<PAGE>   162

     The Indenture permits the amendment thereof for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of the Noteholders
under the Indenture at any time by the Owner Trustee and the Indenture Trustee
with the consent of the Note Insurer so long as no Note Insurer Default shall
have occurred and be continuing (and, in some cases, only with the consent of
the Noteholder of each Class affected thereby) and compliance with certain other
conditions. Any such consent by the Holder, at the time of the giving thereof,
of this Class A-1 Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A-1 Note and of any Class A-1 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 Class A-1 Note.

     The Notes and all obligations with respect thereto, including obligations
under the Indenture, will be limited recourse obligations of the Owner Trustee
payable solely from the Trust Property. Neither the Owner Trustee, the Servicer,
the Custodian, the Paying Agent, the Note Registrar, nor the Indenture Trustee
in its individual capacity or in its capacity as the Indenture Trustee, nor any
of their respective Affiliates, agents, partners, beneficiaries, officers,
directors, stockholders, stockholders of partners, employees or successors or
assigns, shall be personally liable for any amounts payable, or performance due,
under the Notes or the Indenture. Without limiting the foregoing, each Holder of
any Note by its acceptance thereof, and the Indenture Trustee, shall be deemed
to have agreed (a) that it shall look only to the Trust Property and the Note
Guaranty Insurance Policy to satisfy the Owner Trustee's obligations under or
with respect to a Note or the Indenture, including but not limited to
liabilities under Article V of the Indenture and liabilities arising (whether at
common law or equity) from breaches by the Owner Trustee of any obligations,
covenants and agreements herein or, to the extent enforceable, for any violation
by the Owner Trustee of applicable state or federal law or regulation, provided
that, the Owner Trustee shall not be relieved of liability hereunder with
respect to any misrepresentation in the Trust Agreement, the Indenture, the
Contribution Agreement, the Transfer and Assignment Agreement or the Servicing
Agreement, or fraud, of the Owner Trustee, and (b) to waive any rights it may
have to obtain a deficiency or other monetary judgment against either the Owner
Trustee or any of its principals, directors, officers, stockholders, employees
or agents (whether disclosed or undisclosed) or their respective assets (other
than the Trust Property). The foregoing provisions of this paragraph shall not
(i) prevent recourse to the Trust Property or any Person other than the Owner
Trustee for the sums due or to become due under any security, instrument or
agreement which is part of the Trust Property, (b) constitute a waiver, release
or discharge of any indebtedness or obligation evidenced by the Notes or secured
by the Indenture, but the same shall continue until paid or discharged, or (c)
prevent the Indenture Trustee from exercising its rights with respect to the
Grant, pursuant to the Indenture, of the Owner Trustee's rights under the
Contribution Agreement and the Transfer and Assignment Agreement. It is further
understood that the foregoing provisions of this paragraph shall not limit the
right of any Person to name the Indenture Trustee in its capacity as the
Indenture Trustee under the Indenture or the Owner Trustee as a party defendant
in any action or suit or in the exercise of any remedy under the Notes or the
Indenture, so long as no judgment in the nature of a deficiency judgment or
seeking personal liability shall be asked for or (if obtained) enforced. It is
expressly understood that all such liability is hereby expressly waived and
released to the extent provided herein as a condition of, and as a consideration
for, the execution of the Indenture and the issuance of the Notes.



                                      A-4
<PAGE>   163

     The remedies of the Holder hereof as provided herein, or in the Indenture,
shall be cumulative and concurrent and may be pursued solely against the assets
of the Trust Property. No failure on the part of the Noteholder in exercising
any right or remedy hereunder shall operate as a waiver or release thereof, nor
shall any single or partial exercise of any such right or remedy preclude any
other further exercise thereof or the exercise of any other right or remedy
hereunder.

     The Notes are issuable only in registered form in denominations as provided
in the Indenture and subject to certain limitations therein set forth. At the
option of the Noteholder, Notes of any Class may be exchanged for Notes of the
same Class of like terms, in any authorized denominations and of like aggregate
principal amount, upon surrender of the Notes to be exchanged at the Corporate
Trust Office of the Indenture Trustee, subject to the terms and conditions of
the Indenture.

     As provided in the Indenture, this Note and the Indenture under which it is
issued shall be construed in accordance with, and governed by, the laws of the
State of New York applicable to agreements made and to be performed therein. The
Indenture Trustee shall have no obligation under the Indenture, the Servicing
Agreement or any other document or instrument executed in connection herewith or
therewith to transact business or perform fiduciary duties (in each case as
defined under relevant laws) outside of the State of Minnesota, provided that,
the Indenture Trustee will appoint a co-trustee to transact any business
required to be transacted outside of the State of Minnesota or New York, as the
case may be.

     THIS NOTE IS ISSUED PURSUANT TO THE INDENTURE AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED THEREIN.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE BACK HEREOF AND SUCH FURTHER PROVISIONS ARE HEREBY INCORPORATED BY
REFERENCE AS IF FULLY SET FORTH HERE.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.



                                      A-5
<PAGE>   164

     IN WITNESS WHEREOF, the Owner Trustee has caused this instrument to be duly
executed on the Original Issue Date set forth above.

                                        WILMINGTON TRUST COMPANY, not in its
                                        individual capacity but solely in
                                        its capacity as Owner Trustee for
                                        Capital One Auto Finance Trust
                                        2001-A



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




                                      A-6
<PAGE>   165


              THE INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This is one of the Class A-1 Notes referred to in the within-mentioned
Indenture.


                                        WELLS FARGO BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as the Indenture Trustee

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








                                      A-7
<PAGE>   166

                            [FORM OF REVERSE OF NOTE]

     The Class A-1 Notes are scheduled to mature on August 13, 2002 unless the
Class A-1 Notes are earlier redeemed or accelerated pursuant to the Indenture.
The Indenture Trustee shall pay to each Class A-1 Noteholder of record on the
preceding Record Date either (i) by wire transfer, in immediately available
funds to the account of such Class A-1 Noteholder, at a bank or other entity
having appropriate facilities therefor, if such Class A-1 Noteholder shall have
provided to the Indenture Trustee appropriate written instructions three (3)
Business Days prior to the Record Date and such Holder's Class A-1 Notes in the
aggregate evidence a denomination of not less than $250,000 (which instructions
may remain in effect for subsequent Payment Dates), or, (ii) if not, by check
mailed to such Holder at the address of such Holder appearing in the Note
Register, the amounts to be distributed to such Holder pursuant to such Holder's
Class A-1 Notes.

     THE CLASS A-1 NOTES SHALL BE SUBJECT TO OPTIONAL REDEMPTION AT THE OPTION
OF THE ADMINISTRATOR OR THE NOTE INSURER IN THE MANNER AND SUBJECT TO THE
PROVISIONS OF THE INDENTURE. Whenever by the terms of the Indenture, the
Indenture Trustee is required to redeem Class A-1 Notes, and subject to and in
accordance with the terms of Article VI of the Indenture, the Indenture Trustee
shall give notice of the redemption in the manner prescribed by the Indenture.

     Subject to certain restrictions contained in the Indenture, (a) the Notes
are issuable in the initial denomination of $250,000 and integral multiples of
$1,000 in excess thereof (provided, that one Note of each Class may be issued in
an additional amount equal to any remaining portion of the applicable Original
Principal Balance of such Class) and (b) Notes may be exchanged for a like
aggregate principal amount of Notes of authorized denominations of the same
maturity.

     The final payment on a Note shall be made only upon presentation and
surrender of the Note at the Corporate Trust Office of the Indenture Trustee;
provided, however, that if there is delivered to the Owner Trustee, the
Indenture Trustee and the Note Insurer such security or indemnity as may be
required by them to save each of them harmless (an unsecured indemnity agreement
of an institutional investor organized under the laws of the United States or
any state thereof with a net worth at least equal to $50,000,000 being deemed
sufficient to satisfy such security or indemnity requirement) and an undertaking
thereafter to surrender such Note, then, in the absence of notice to the Owner
Trustee, the Indenture Trustee or the Note Insurer that the applicable Note has
been acquired by a bona fide purchaser, such final payment shall be made to the
extent collected funds are then available for such payment without presentation
or surrender.

     The Noteholders shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take
any action with respect to any Event of Default, or to institute, appear in or
defend any suit or other proceedings with respect thereto, except as provided in
the Indenture.

     The Notes may be exchanged, and their transfer may be registered, by the
Noteholders in person or by their attorneys duly authorized in writing at the
Corporate Trust Office of the Indenture Trustee only in the manner, subject to
the limitations provided in the Indenture, and




                                      A-8
<PAGE>   167

upon surrender and cancellation of the Notes. Upon exchange or registration of
such transfer, a new registered Note or Notes evidencing the same outstanding
principal amount of the same Class of Notes will be executed in exchange
therefor.

     Reference is hereby made to the Indenture, a copy of which is on file with
the Indenture Trustee, for the provisions, among others, with respect to (a) the
nature and extent of the rights, duties and obligations of the Indenture
Trustee, the Owner Trustee and the Noteholders; (b) the terms upon which the
Notes are executed and delivered; (c) the collection and disposition of the
Scheduled Payments; (d) a description of the Trust Property; (e) the
modification or amendment of the Indenture; (f) other matters; and (g) the
definition of capitalized terms used in this Note that are not defined herein;
to all of which the Noteholders assent by the acceptance of the Notes.





                                      A-9
<PAGE>   168
                              [FORM OF ASSIGNMENT]


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

(PLEASE INSERT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER
OF ASSIGNEE)




               (Please Print or Typewrite Name and Address of Assignee)

               the within Note, and all rights thereunder, and hereby does
          irrevocably constitute and appoint

               Attorney to transfer the within Note on the books kept for
          registration thereof, with full power of substitution in the premises.



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


                                              NOTICE: The signature to this
                                              assignment must correspond with
                                              the name as it appears upon the
                                              face of the within Note in every
                                              particular, without alteration or
                                              enlargement or any change
                                              whatever.




                                      A-10
<PAGE>   169

                            [STATEMENT OF INSURANCE]




















                                      A-11
<PAGE>   170

                                    EXHIBIT B

                              FORM OF CLASS B NOTE


Note Number: R-1

     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A,
PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR TO THE OWNER TRUSTEE IN
ACCORDANCE WITH THE TERMS OF THE INDENTURE AND (2) THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TO BE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE RELATING TO THIS NOTE
CONTAINS A PROVISION REQUIRING THE INDENTURE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING. EACH
TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT
THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF ANOTHER QIB.

     THIS NOTE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, ("ERISA")), THAT IS SUBJECT TO THE PROVISIONS
OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE OR
(III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN
EMPLOYEE BENEFIT PLAN'S OR OTHER PLAN'S INVESTMENT IN THE ENTITY (INCLUDING AN
INSURANCE COMPANY GENERAL ACCOUNT). BY ACCEPTING AND HOLDING THIS NOTE, THE
HOLDER HEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A
BENEFIT PLAN.




                                      B-1
<PAGE>   171
                      CAPITAL ONE AUTO FINANCE TRUST 2001-A
                AUTOMOBILE RECEIVABLE-BACKED NOTES, SERIES 2001-A
                                  CLASS B NOTE



      ORIGINAL ISSUE              CLASS B MATURITY
           DATE                         DATE                      ISSUE PRICE

      July 26, 2001                 May 15, 2008                    100.00%



REGISTERED OWNER: Capital One Auto Receivables, LLC.

ORIGINAL PRINCIPAL BALANCE:  $60,382,514.00

THIS CERTIFIES THAT Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee for the Capital One Auto Finance Trust 2001-A (the
"Owner Trustee"), which term includes any successor entity under the Indenture
dated as of July 26, 2001 (the "Indenture") between the Owner Trustee and Wells
Fargo Bank Minnesota, National Association, as trustee (together with any
successor thereto, hereinafter called the "Indenture Trustee"), for value
received, hereby promises to pay to the Registered Owner named above or
registered assigns, subject to the provisions hereof and of the Indenture, (A)
interest based on a 360-day year consisting of twelve 30-day months on the
Aggregate Outstanding Principal Balance from the Closing Date at the Class B
Interest Rate defined in the Indenture, on each Payment Date beginning in July
2001 (or, if such day is not a Business Day, the next succeeding Business Day),
and (B) principal on each Payment Date in the manner and subject to the priority
of payment as set forth in the Indenture; provided, however, that the Class B
Notes are subject to redemption as set forth in the Indenture. This Note is one
of a duly authorized series of Notes of the Owner Trustee designated as its
Capital One Auto Finance Trust 2001-A, Notes, Series 2001-A. The Indenture
authorizes the issuance of $60,382,514 in principal amount of notes designated
as Series 2001-A (the "Notes"). The Notes are issued in five classes designated
as Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class
B Notes. The Indenture provides that the Notes will be entitled to receive
payments in reduction of the Aggregate Outstanding Principal Balance of each
Class, in the amounts, from the sources, and at the times more specifically as
set forth in the Indenture. The Notes are secured by the Trust Property (as
defined in the Indenture).

     Reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights thereunder of the Owner
Trustee, the Indenture Trustee and the Holders of the Notes and the terms upon
which the Notes are to be authenticated and delivered. All terms used in this
Class B Note which are not defined herein shall have the meanings assigned to
them in the Indenture.

     THE OBLIGATION OF THE OWNER TRUSTEE TO REPAY THE CLASS B NOTES IS A
LIMITED, NONRECOURSE OBLIGATION SECURED ONLY BY THE TRUST



                                      B-2
<PAGE>   172

PROPERTY. All payments of principal of and interest on the Class B Notes shall
be made only from the Trust Property, and each Holder hereof, by its acceptance
of this Class B Note, agrees that it shall be entitled to payments solely from
such Trust Property pursuant to the terms of the Indenture. The actual
Outstanding Principal Balance on this Class B Note may be less than the Original
Principal Balance indicated on the face hereof. The actual principal balance on
this Class B Note at any time may be obtained from the Indenture Trustee.

     With respect to payment of principal of and interest on the Class B Notes,
the Indenture provides the following:

     (a) Until fully paid, principal payments on the Class B Notes will be made
on each Payment Date in an amount, at the time, and in the manner provided in
the Indenture; provided, that, on any Payment Date, the Class B Principal
Payment Amount shall not be due and payable until the Class A Note Interest and
the Class A Principal Payment Amount have been paid on such Payment Date. The
unpaid principal balance of each Class B Note shall be payable no later than the
Final Scheduled Payment Date thereof unless the unpaid principal of such Class B
Note becomes due and payable at an earlier date pursuant to the Indenture, in
each case such payment shall be made in an amount and in the manner provided in
the Indenture.

     (b) The Class B Notes shall bear interest on the Aggregate Outstanding
Principal Balance of the Class B Notes and accrued but unpaid interest thereon,
at the Class B Interest Rate from and including the preceding Payment Date (or,
in the case of the first Payment Date, from the Closing Date) to and including
the day immediately preceding the subject Payment Date. Such interest shall be
payable on each Payment Date to the extent that the Revenue Fund and the Reserve
Fund then contains sufficient amounts to pay such interest and any Class B
Overdue Interest from prior Payment Dates (plus interest thereon at the
applicable Class B Interest Rate) pursuant to Section 5.05 of the Indenture;
provided, that, on any Payment Date, the Class B Note Interest shall not be due
and payable until the Class A Note Interest has been paid on such Payment Date.
Interest accrued on the Class B Notes will be calculated (i) with respect to the
initial Payment Date, the product of (x) 1/360 of the Class B Interest Rate
times (y) the number of days from and including the Closing Date through the day
immediately preceding the initial Payment Date (calculated on the basis of a
360-day year consisting of twelve 30-day months) times (z) the Aggregate
Outstanding Principal Balance of the Class B Notes as of the Closing Date, and
(b) with respect to any subsequent Payment Date, the sum of (i) the product of
(x) one-twelfth of the Class B Interest Rate times (y) the Aggregate Outstanding
Principal Balance of the Class B Notes outstanding as of the immediately
preceding Payment Date after giving effect to all payments of principal of the
Class B Notes on such immediately preceding Payment Date and (ii) the Class B
Overdue Interest, if any.

     All payments of interest and principal on the Class B Notes on the
applicable Payment Date shall be paid to the Person in whose name such Class B
Note is registered at the close of business on the Record Date for such Payment
Date in the manner provided in the Indenture. All reductions in the principal
amount of a Class B Note (or one or more Predecessor Notes) effected by full or
partial payments of installments of principal shall be binding upon all past,
then current, and future Holders of such Class B Note and of any Class B Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Class B Note.



                                      B-3
<PAGE>   173

     All amounts collected as payments on the Trust Property or otherwise shall
be applied in the order of priority specified in the Indenture.

     Each Person who has or who acquires any Ownership Interest in a Class B
Note shall be deemed by the acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the provisions of Section 2.07 of the Indenture. A
Class B Noteholder may not sell, offer for sale, assign, pledge, hypothecate or
otherwise transfer or encumber all or any part of its interest in the Class B
Notes except pursuant to an effective registration statement covering such
transaction under the Securities Act of 1933, as amended, and effective
qualification or registration under all applicable state securities laws and
regulations or under an exemption from registration under said Securities Act
and said state securities laws and regulations.

     In addition, each Person who has or who acquires any Ownership Interest in
a Class B Note shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section 14.18
of the Indenture. Prior to the date that is one year and one day after the
payment in full of all amounts payable with respect to the Notes, each Person
who has or acquires an Ownership Interest in a Class B Note agrees that such
Person will not institute against the Owner Trustee or the Seller, or join any
other Person in instituting against the Owner Trustee or the Seller, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other proceedings under the laws of the United States or any state of the
United States. This covenant shall survive the termination of the Indenture.

     Before the due presentment for registration of transfer of this Class B
Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner
Trustee or the Indenture Trustee may treat the person in whose name this Class B
Note is registered (a) on any Record Date for purposes of making payments, and
(b) on any other date for any other purpose, as the owner hereof, whether or not
this Class B Note be overdue, and neither the Owner Trustee, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture permits the amendment thereof for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture or of modifying in any manner the rights of the Noteholders
under the Indenture at any time by the Owner Trustee and the Indenture Trustee
with the consent of the Note Insurer (and, in some cases, only with the consent
of the Noteholder of each Class affected thereby) and compliance with certain
other conditions. Any such consent by the Holder, at the time of the giving
thereof, of this Class B Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of any Class B 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 Class B Note.

     The Notes and all obligations with respect thereto, including obligations
under the Indenture, will be limited recourse obligations of the Owner Trustee
payable solely from the Trust Property. Neither the Owner Trustee, the Servicer,
the Custodian, the Paying Agent, the Note Registrar, nor the Indenture Trustee
in its individual capacity or in its capacity as the Indenture Trustee, nor any
of their respective Affiliates, agents, partners, beneficiaries, officers,
directors, stockholders, stockholders of partners, employees or successors or
assigns, shall be personally liable for any amounts payable, or performance due,
under the Notes or the Indenture.



                                      B-4
<PAGE>   174

Without limiting the foregoing, each Holder of any Note by its acceptance
thereof, and the Indenture Trustee, shall be deemed to have agreed (a) that it
shall look only to the Trust Property to satisfy the Owner Trustee's obligations
under or with respect to a Note or the Indenture, including but not limited to
liabilities under Article V of the Indenture and liabilities arising (whether at
common law or equity) from breaches by the Owner Trustee of any obligations,
covenants and agreements herein or, to the extent enforceable, for any violation
by the Owner Trustee of applicable state or federal law or regulation, provided
that, the Owner Trustee shall not be relieved of liability hereunder with
respect to any misrepresentation in the Indenture, the Contribution Agreement,
the Transfer and Assignment Agreement or the Servicing Agreement, or fraud, of
the Owner Trustee, and (b) to waive any rights it may have to obtain a
deficiency or other monetary judgment against either the Owner Trustee or any of
its principals, directors, officers, stockholders, employees or agents (whether
disclosed or undisclosed) or their respective assets (other than the Trust
Property). The foregoing provisions of this paragraph shall not (a) prevent
recourse to the Trust Property or any Person other than the Owner Trustee for
the sums due or to become due under any security, instrument or agreement which
is part of the Trust Property, (b) constitute a waiver, release or discharge of
any indebtedness or obligation evidenced by the Notes or secured by the
Indenture, but the same shall continue until paid or discharged, or (c) prevent
the Indenture Trustee from exercising its rights with respect to the Grant,
pursuant to the Indenture, of the Owner Trustee's rights under the Contribution
Agreement and the Transfer and Assignment Agreement. It is further understood
that the foregoing provisions of this paragraph shall not limit the right of any
Person to name the Indenture Trustee in its capacity as the Indenture Trustee
under the Indenture or the Owner Trustee as a party defendant in any action or
suit or in the exercise of any remedy under the Notes or the Indenture, so long
as no judgment in the nature of a deficiency judgment or seeking personal
liability shall be asked for or (if obtained) enforced. It is expressly
understood that all such liability is hereby expressly waived and released to
the extent provided herein as a condition of, and as a consideration for, the
execution of the Indenture and the issuance of the Notes.

     The remedies of the Holder hereof as provided herein, or in the Indenture,
shall be cumulative and concurrent and may be pursued solely against the assets
of the Trust Property. No failure on the part of the Noteholder in exercising
any right or remedy hereunder shall operate as a waiver or release thereof, nor
shall any single or partial exercise of any such right or remedy preclude any
other further exercise thereof or the exercise of any other right or remedy
hereunder.

     The Notes are issuable only in registered form in denominations as provided
in the Indenture and subject to certain limitations therein set forth. At the
option of the Noteholder, Notes of any Class may be exchanged for Notes of the
same Class of like terms, in any authorized denominations and of like aggregate
principal amount, upon surrender of the Notes to be exchanged at the Corporate
Trust Office of the Indenture Trustee, subject to the terms and conditions of
the Indenture.

     As provided in the Indenture, this Note and the Indenture under which it is
issued shall be construed in accordance with, and governed by, the laws of the
State of New York applicable to agreements made and to be performed therein. The
Indenture Trustee shall have no obligation under the Indenture, the Servicing
Agreement or any other document or instrument executed in



                                      B-5
<PAGE>   175

connection herewith or therewith to transact business or perform fiduciary
duties (in each case as defined under relevant laws) outside of the State of
Minnesota, provided that, the Indenture Trustee will appoint a co-trustee to
transact any business required to be transacted outside of the State of
Minnesota or New York, as the case may be.

     THIS NOTE IS ISSUED PURSUANT TO THE INDENTURE AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED THEREIN.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE BACK HEREOF AND SUCH FURTHER PROVISIONS ARE HEREBY INCORPORATED BY
REFERENCE AS IF FULLY SET FORTH HERE.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.








                                      B-6
<PAGE>   176



     IN WITNESS WHEREOF, the Owner Trustee has caused this instrument to be duly
executed on the Original Issue Date set forth above.

                               WILMINGTON TRUST COMPANY, not in its individual
                               capacity but solely in its capacity as Owner
                               Trustee for Capital One Auto Finance Trust 2001-A



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






                                      B-7
<PAGE>   177

              THE INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


     This is one of the Class B Notes referred to in the within-mentioned
Indenture.


                                             WELLS FARGO BANK MINNESOTA,
                                             NATIONAL ASSOCIATION, as the
                                             Indenture Trustee

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











                                      B-8
<PAGE>   178
                            [FORM OF REVERSE OF NOTE]

     The Class B Notes are scheduled to mature on May 15, 2008 unless the Class
B Notes are earlier redeemed or accelerated pursuant to the Indenture. The
Indenture Trustee shall pay to each Class B Noteholder of record on the
preceding Record Date either (a) by wire transfer, in immediately available
funds to the account of such Class B Noteholder, at a bank or other entity
having appropriate facilities therefor, if such Class B Noteholder shall have
provided to the Indenture Trustee appropriate written instructions three (3)
Business Days prior to the Record Date and such Holder's Class B Notes in the
aggregate evidence a denomination of not less than $250,000 (which instructions
may remain in effect for subsequent Payment Dates), or (b) if not, by check
mailed to such Holder at the address of such Holder appearing in the Note
Register, the amounts to be distributed to such Holder pursuant to such Holder's
Class B Notes.

     THE CLASS B NOTES SHALL BE SUBJECT TO OPTIONAL REDEMPTION AT THE OPTION OF
THE ADMINISTRATOR IN THE MANNER AND SUBJECT TO THE PROVISIONS OF THE INDENTURE.
Whenever by the terms of the Indenture, the Indenture Trustee is required to
redeem Class B Notes, and subject to and in accordance with the terms of Article
VI of the Indenture, the Indenture Trustee shall give notice of the redemption
in the manner prescribed by the Indenture.

     Subject to certain restrictions contained in the Indenture, (a) the Notes
are issuable in the initial denomination of $250,000 and integral multiples of
$1,000 in excess thereof (provided, that one Note of each Class may be issued in
an additional amount equal to any remaining portion of the applicable Original
Principal Balance of such Class) and (b) Notes may be exchanged for a like
aggregate principal amount of Notes of authorized denominations of the same
maturity.

     The final payment on a Note shall be made only upon presentation and
surrender of the Note at the Corporate Trust Office of the Indenture Trustee;
provided, however, that if there is delivered to the Owner Trustee, the
Indenture Trustee and the Note Insurer such security or indemnity as may be
required by them to save each of them harmless (an unsecured indemnity agreement
of an institutional investor organized under the laws of the United States or
any state thereof with a net worth at least equal to $50,000,000 being deemed
sufficient to satisfy such security or indemnity requirement) and an undertaking
thereafter to surrender such Note, then, in the absence of notice to the Owner
Trustee, the Indenture Trustee or the Note Insurer that the applicable Note has
been acquired by a bona fide purchaser, such final payment shall be made to the
extent collected funds are then available for such payment without presentation
or surrender.

     The Noteholders shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take
any action with respect to any Event of Default, or to institute, appear in or
defend any suit or other proceedings with respect thereto, except as provided in
the Indenture.

     The Notes may be exchanged, and their transfer may be registered, by the
Noteholders in person or by their attorneys duly authorized in writing at the
Corporate Trust Office of the Indenture Trustee only in the manner, subject to
the limitations provided in the Indenture, and upon surrender and cancellation
of the Notes. Upon exchange or registration of such transfer, a



                                      B-9
<PAGE>   179

new registered Note or Notes evidencing the same outstanding principal amount of
the same Class of Notes will be executed in exchange therefor.

     Reference is hereby made to the Indenture, a copy of which is on file with
the Indenture Trustee, for the provisions, among others, with respect to (a) the
nature and extent of the rights, duties and obligations of the Indenture
Trustee, the Owner Trustee and the Noteholders; (b) the terms upon which the
Notes are executed and delivered; (c) the collection and disposition of the
Scheduled Payments; (d) a description of the Trust Property; (e) the
modification or amendment of the Indenture; (f) other matters; and (g) the
definition of capitalized terms used in this Note that are not defined herein;
to all of which the Noteholders assent by the acceptance of the Notes.





                                      B-10
<PAGE>   180
                              [FORM OF ASSIGNMENT]

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

(PLEASE INSERT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION NUMBER
OF ASSIGNEE)





---------

(Please Print or Typewrite Name and Address of Assignee)



the within Note, and all rights thereunder, and hereby does irrevocably
constitute and appoint


Attorney to transfer the within Note on the books kept for registration thereof,
with full power of substitution in the premises.

Date:


                                              NOTICE: The signature to this
                                              assignment must correspond with
                                              the name as it appears upon the
                                              face of the within Note in every
                                              particular, without alteration or
                                              enlargement or any change
                                              whatever.






                                      B-11
<PAGE>   181





                                    EXHIBIT C

                                   [RESERVED]







                                      C-1
<PAGE>   182

                                    EXHIBIT D



                                   ASSIGNMENT


                             ________________, 200__


     In accordance with the Indenture dated as of July 26, 2001, by and between
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee (the "Owner Trustee") for Capital One Auto Finance Trust 2001-A, a
Delaware common law trust, and Wells Fargo Bank Minnesota, National Association,
as trustee (the "Indenture Trustee") (the "Indenture"), the Owner Trustee hereby
Grants unto the Indenture Trustee in trust for the benefit of the Noteholders
and the Note Insurer, without recourse (capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Indenture): (i)
all right, title and interest of the Owner Trustee in and to the Receivables
[Subsequent Receivables] identified on the Schedule of Receivables attached
hereto (the "Receivables"), and all moneys received thereon (including amounts
received on any Extended Service Agreements relating thereto), on or after the
applicable Cutoff Date (except for interest accrued prior to such Cutoff Date if
paid by the respective Obligor after the Cutoff Date, which shall be withdrawn
from the Revenue Fund, to the extent contained therein, and paid to the
Transferor); (ii) the security interest of the Owner Trustee in the Financed
Vehicles granted by the Obligors pursuant to the Receivables [Subsequent
Receivables] and all Certificates of Title to such Financed Vehicles; (iii) the
interest of the Owner Trustee in any proceeds from claims on any physical
damage, credit life, risk default, disability or other insurance policies
covering the Financed Vehicles or Obligors or refunds in connection with
Extended Service Agreements relating to Defaulted Receivables from the
applicable Cutoff Date; (iv) any property (including the right to receive future
Liquidation Proceeds) that shall secure a Receivable [Subsequent Receivables];
(v) all right, title and interest of the Owner Trustee in and to the Dealer
Agreements (to the extent related to the Financed Receivables), the Transfer and
Assignment Agreement and the Contribution Agreement, including, but not limited
to, any recourse against any Dealer, the Transferor or the Seller and any rights
or benefits of the Owner Trustee under the Servicing Agreement and the Limited
Guaranty; (vi) moneys on deposit in the Accounts (including Eligible Investments
thereof); (vii) the original retail installment contracts and security
agreements evidencing the Receivables [Subsequent Receivables]; and (viii) the
proceeds of any and all of the foregoing. The foregoing conveyance does not
constitute and is not intended to result in any assumption by the Indenture
Trustee of any obligation of the undersigned to the Obligors, insurers or any
other person in connection with the Receivables [Subsequent Receivables],
Custodian Files, Servicer Files, any insurance policies or any agreement or
instrument relating to any of them.

     This Assignment is made pursuant to and upon the representations,
warranties and agreements contained in the Transfer and Assignment Agreement and
the Contribution Agreement.

     Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Indenture and the Transfer and Assignment
Agreement.




                                      D-1
<PAGE>   183

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of the date first written above.

                               WILMINGTON TRUST COMPANY, not in its individual
                               capacity but solely in its capacity as Owner
                               Trustee for Capital One Auto Finance Trust 2001-A



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




                                      D-2
<PAGE>   184

                                    EXHIBIT E

                                NOTICE OF FUNDING


     In accordance with the Indenture dated as of July 26, 2001 by and between
Wilmington Trust Company as owner trustee (the "Owner Trustee"), and Wells Fargo
Bank Minnesota, National Association, as trustee (the "Indenture"), the
undersigned hereby gives notice of the Funding Date to occur on or before
__________________, 200_ for each of the Subsequent Receivables listed on the
Schedule of Receivables attached to the Assignment executed by the undersigned
an accompanying this Notice of Funding. Unless otherwise defined herein,
capitalized terms have the meanings set forth in the Indenture.

     Such Subsequent Receivables represent the following amounts:

              Aggregate Receivable Balance of Receivables
              as of the Cutoff Date:                          $______________

              Amount to be wired to the Transferor in
              payment for such Subsequent Receivables:        $______________

     The undersigned hereby certifies that, in connection with the Funding Date
specified above, the undersigned has complied with all terms and provisions
specified in Section 2.16 of the Indenture, including, but not limited to,
delivery of the Officer's Certificate, as specified therein.

                              Date: ________________________, 200_

                              WILMINGTON TRUST COMPANY, not in its individual
                              capacity but solely in its capacity as Owner
                              Trustee for Capital One Auto Finance Trust 2001-A



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



                                      E-1
<PAGE>   185

                                    EXHIBIT F

                              OFFICER'S CERTIFICATE

                                re: Funding Date

                      CAPITAL ONE AUTO FINANCE TRUST 2001-A
                        CAPITAL ONE AUTO RECEIVABLES, LLC

To:  Wells Fargo Bank Minnesota, National Association
     With Copies to:
     Corporate Trust Services Asset Backed Administration           Note Insurer
     MAC N9311-161
     Sixth Street and Marquette Avenue
     Minneapolis, MN  55479-0070

     This Officer's Certificate is being issued in accordance with Section 2.16
of that certain Indenture dated as of July 26, 2001 (the "Indenture") by and
between Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee (the "Owner Trustee") for Capital One Auto Finance Trust 2001-A,
and Wells Fargo Bank Minnesota, National Association, as trustee. Terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Indenture.

     By his or her signature below, the undersigned officer[s] of the Seller, on
behalf of the Owner Trustee or of the Seller, as the case may be, certif[ies][y]
that:

     (c) The matters set forth in Section 3.02(a) and (b) of the Contribution
Agreement by and between the Seller, as the transferor named therein, and the
Owner Trustee, as transferee, are true and correct. All Receivables to be
acquired on the Funding Date to occur on or before _____________________, 2001
constitute Eligible Receivables as said term is defined in the Transfer and
Assignment Agreement; and

     (d) the representations and warranties of the Owner Trustee set forth in
Section 3.12 of the Indenture are true and correct as of the date hereof; and

     (e) the documents listed in Section 2.16(b)(ii) of the Indenture will be
delivered to the Custodian or its designated bailee within two (2) Business Days
preceding the Funding Date specified herein; and

     (f) the requirements stated in Section 2.16 of the Indenture regarding the
Subsequent Receivables to be acquired on the Funding Date have been met.

     All conditions in the Transfer and Assignment Agreement Article IV and the
Contribution Agreement Article IV have been met.




                                      F-1
<PAGE>   186


                             Date: ____________________, 200_

                             WILMINGTON TRUST COMPANY, not in its individual
                             capacity but solely in its capacity as Owner
                             Trustee for Capital One Auto Finance Trust 2001-A



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




                                      F-2
<PAGE>   187



                                   EXHIBIT G-1

                      CAPITAL ONE AUTO FINANCE TRUST 2001-A

               AUTOMOBILE RECEIVABLE-BACKED NOTES, SERIES 2001-A

                           RECEIVABLE CHARACTERISTICS

                       AS OF JULY 26, 2001 (CLOSING DATE)


                         [On file with the Registrant.]




                                      G-1
<PAGE>   188


                                  EXHIBIT G-2

                     CAPITAL ONE AUTO FINANCE TRUST 2001-A

               AUTOMOBILE RECEIVABLE-BACKED NOTES, SERIES 2001-A

                           RECEIVABLE CHARACTERISTICS

                             AS OF THE FUNDING DATE

                         [On file with the Registrant.]


                                      G-2
<PAGE>   189





                                    EXHIBIT H

                              TRUSTEE FEE AGREEMENT

                         [On file with the Registrant.]




                                      H-1
<PAGE>   190


                                    EXHIBIT I

                          FORM OF TRANSFEREE AGREEMENT


                                     (Date)


Wells Fargo Bank Minnesota, National Association
Norwest Center
Sixth Street and Marquette Avenue
Minneapolis, MN 55479-0070
Attn:    Corporate Trust Services - Asset
         Backed Administration

Dear Sirs:

     The undersigned (the "Purchaser") proposes to purchase Class B Notes (the
"Purchaser's Notes") representing $_____________ aggregate principal amount of
the Capital One Auto Investment, LLC, Automobile Receivable-Backed Notes, Series
2001-A, Class B Notes in the Original Principal Balance of $___________ (the
"Class B Notes"). The Class B Notes were issued pursuant to an Indenture dated
as of July 26, 2001 between Wilmington Trust Company, not in its individual
capacity but solely as owner trustee (the "Owner Trustee") for Capital One Auto
Finance Trust 2001-A, and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Trustee") (the "Indenture"). Capitalized terms used herein but not
otherwise defined shall have the same meaning as in the Indenture.

     In connection with the purchase, the Purchaser agrees to the following
terms and conditions and makes the representations and warranties stated herein
with the express understanding that they will be relied upon by the seller of
the Purchaser's Class B Notes, the Owner Trustee and the Trustee.

     1. The Purchaser is purchasing the Purchaser's Class B Notes solely for the
Purchaser's own account and the account of its affiliated entities and with no
present intention of distributing the Class B Notes or any portion thereof,
subject, nevertheless, to the understanding that the disposition of the
Purchaser's property shall at all times be and remain within its control.

     2. The Purchaser is a Qualified Institutional Buyer as follows (please
check one):

     ____ (i) Any of the following entities, acting for its own account or the
accounts of other qualified institutional buyers, that in the aggregate owns and
invests on a discretionary basis at least $100 million in securities of issuers
that are not affiliated with the entity (please check one):

         ____ (A) Any insurance company as defined in section 2(13) of the
Securities Act of 1933, as amended (the "Act");



                                      I-1
<PAGE>   191
         ____ (B) Any investment company registered under the Investment Company
Act of 1940 (the "Investment Company Act") or any business development company
as defined in section 2(a)(48) of that Act;

         ____ (C) Any Small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958;

         ____ (D) Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees;

         ____ (E) Any employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974;

         ____ (F) Any trust fund whose trustee is a bank or trust company and
whose participants are exclusively plans of the types identified in paragraph
(2)(i)(D) or (E) of this paragraph 2, except trust funds that include as
participants individual retirement accounts or H.R. 10 plans;

         ____ (G) Any business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;

         ____ (H) Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation (other than a bank as defined in section
3(a)(2) of the Act or a savings and loan association or other institution
referenced in section 3(a)(5)(A) of the Act or a foreign bank or savings and
loan association or equivalent institution), partnership, or Massachusetts or
similar business trust; or

         ____ (I) Any investment adviser registered under the Investment
Advisers Act;

         ____ (J) Any dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") acting in a riskless
principal transaction on behalf of a Qualified Institutional Buyer;

         ____ (K) Any dealer registered pursuant to Section 15 of the Exchange
Act, acting for its own account or the accounts of other qualified institutional
buyers, that in the aggregate owns and invests on a discretionary basis at least
$10 million of securities of issuers that are not affiliated with the dealer;
provided, that securities constituting the whole or a part of an unsold
allotment to or subscription by a dealer as a participant in a public offering
shall not be deemed to be owned by such dealer;

         ____ (L) Any investment company registered under the Investment Company
Act, acting for its own account or for the accounts of other Qualified
Institutional Buyers, that is part of a family of investment companies which own
in the aggregate at least $100 million in securities of issuers, other than
issuers that are affiliated with the investment company or are part of such
family of investment companies. "Family of investment



                                      I-2
<PAGE>   192

companies" means any two or more investment companies registered under the
Investment Company Act, except for a unit investment trust whose assets consist
solely of shares of one or more registered investment companies, that have the
same investment adviser (or, in the case of unit investment trusts, the same
depositor), provided that,, for the purposes of this section:

                    (i)  Each series of a series company (as defined in Rule
18f-2 under the Investment Company Act) shall be deemed to be a separate
investment company; and

                    (ii) Investment companies shall be deemed to have the same
adviser (or depositor) if their advisers (or depositors) are majority-owned
subsidiaries of the same parent, or if one investment company's adviser (or
depositor) is a majority-owned subsidiary of the other investment company's
adviser (or depositor);

         ____ (M) Any entity, all of the equity owners of which are Qualified
Institutional Buyers, acting for its own account or the accounts of other
Qualified Institutional Buyers; and

         ____ (N) Any bank as defined in section 3(a)(2) of the Securities Act,
any savings and loan association or other institution as referenced in section
3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other
Qualified Institutional Buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a date not more
than 16 months preceding the date of sale in the case of a U.S. bank or savings
and loan association, and not more than 18 months preceding the date of sale for
a foreign bank or savings and loan association or equivalent institution.

     1. The Purchaser understands that the Owner Trustee, any person acting on
its behalf and the seller of the Purchaser's Class B Notes shall be entitled to
rely upon certain non-exclusive methods of establishing the Purchaser's
ownership and discretionary investments of securities as stated in Rule 144A
promulgated under the Act ("Rule 144A").

     2. The Purchaser represents that, if it has so requested, it has received
the following reasonably current information: a brief statement of the nature of
the business of the Trust and the products and services it offers; the Trust's
most recent balance sheet and profit and loss and retained earnings statements,
and similar financial statements for such part of the two preceding fiscal years
as the Trust has been in operation; and Servicer statements of payments on the
Class B Notes on each Payment Date or for a shorter period as may be requested
by the Purchaser.

     3. The Purchaser understands that the Purchaser's Class B Notes have not
been registered under the Act or any state securities or "Blue Sky" laws and
were sold in reliance on exemptions from the registration requirements of the
Act and any such laws for nonpublic offerings. The Purchaser understands that
the exemptions from the registration requirements upon which the Owner Trustee
relied require that the Purchaser be one of the types of investors specified in
paragraph 2 above and the Purchaser is such an investor. The Purchaser further
understands that the Purchaser's Class B Notes must be held indefinitely unless
subsequently




                                      I-3
<PAGE>   193

registered under the Act, any applicable state securities or "Blue Sky" laws or
unless exemptions from the registration requirements of the Act and such laws
are available. If at some future time the Purchaser wishes to dispose of or
exchange any of the Purchaser's Class B Notes, the Purchaser will not do so
unless before any such sale, transfer or other disposition the Purchaser has
furnished to the Owner Trustee and the Indenture Trustee an express agreement
substantially in the form of this Transferee's Agreement by the proposed
transferee to be bound by and to abide by the provisions thereof, the
restrictions noted on the face of the Purchaser's Class B Notes and the
Transferee's Agreement.

     4. The Purchaser understands that the transfer of the Class B Notes will be
restricted.

     5. The Purchaser understands that there may be restrictions on the ability
of certain investors, including, without limitation, depository institutions,
either to purchase the Purchaser's Class B Notes or to purchase investments
having characteristics similar to those of the Purchaser's Class B Notes
representing more than a specified percentage of the investor's assets. The
Purchaser has consulted, and relied on the advice of, the Purchaser's own legal
advisor in determining whether and to what extent the Purchaser's Class B Notes
constitute a legal investment for the Purchaser.

     6. The Purchaser recognizes that an investment in the Purchaser's Class B
Notes involves significant risks.

     7. The Purchaser understands that there is no established market for the
Purchaser's Class B Notes and that none will develop and, accordingly, that the
Purchaser may be required to bear the economic risk of an investment in the
Purchaser's Class B Notes for an indefinite period of time.

     8. The Purchaser agrees that the Purchaser is bound by and will abide by
the provisions hereof, the restrictions on the Purchaser's Class B Notes
described herein and this Transferee's Agreement.

                                        Very truly yours,


By
Name:
Title:



                                      I-4