<PAGE>

                                                                     EXHIBIT 4.7

================================================================================

                     CAPITAL AUTO RECEIVABLES ASSET TRUST___

                    CLASS A-___ CARAT ___ ASSET BACKED NOTES
                    CLASS A-___ CARAT ___ ASSET BACKED NOTES
                    CLASS A-___ CARAT ___ ASSET BACKED NOTES
                    CLASS A-___ CARAT ___ ASSET BACKED NOTES

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

                                 CARAT INDENTURE

                                DATED AS OF , 200

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

                             CARAT INDENTURE TRUSTEE

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                         PAGE
<S>                                                                                                                      <C>
ARTICLE I     DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................     3
    SECTION 1.1    Definitions........................................................................................     3
    SECTION 1.2    Incorporation by Reference of Trust Indenture Act..................................................     3
ARTICLE II    THE CARAT 200__-__ NOTES................................................................................     4
    SECTION 2.1    Form...............................................................................................     4
    SECTION 2.2    Execution, Authentication and Delivery.............................................................     4
    SECTION 2.3    Temporary Notes....................................................................................     5
    SECTION 2.4    Registration; Registration of Transfer and Exchange of CARAT 200__-__ Notes........................     5
    SECTION 2.5    Mutilated, Destroyed, Lost or Stolen CARAT 200_-__ Notes...........................................     7
    SECTION 2.6    Persons Deemed CARAT 200__-__ Noteholders..........................................................     8
    SECTION 2.7    Payment of Principal and Interest..................................................................     8
    SECTION 2.8    Cancellation of CARAT 200__-__ Notes...............................................................    10
    SECTION 2.9    Release of Collateral..............................................................................    10
    SECTION 2.10   Book-Entry Notes...................................................................................    10
    SECTION 2.11   Notices to Clearing Agency.........................................................................    11
    SECTION 2.12   Definitive Notes...................................................................................    11
    SECTION 2.13   Seller as CARAT 200__-__Noteholder.................................................................    12
    SECTION 2.14   Tax Treatment......................................................................................    12
    SECTION 2.15   Special Terms Applicable to Private Notes..........................................................    12
ARTICLE III   COVENANTS...............................................................................................    13
    SECTION 3.1    Payment of Principal and Interest..................................................................    13
    SECTION 3.2    Maintenance of Agency Office.......................................................................    13
    SECTION 3.3    Money for Payments To Be Held in Trust.............................................................    13
    SECTION 3.4    Existence..........................................................................................    15
    SECTION 3.5    Protection of CARAT Trust Estate; Acknowledgment of Pledge.........................................    15
    SECTION 3.6    Opinions as to CARAT Trust Estate..................................................................    16
    SECTION 3.7    Performance of Obligations; Servicing of COLT 200__-__ Secured Notes...............................    17
    SECTION 3.8    Negative Covenants.................................................................................    18
</TABLE>

                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                         PAGE
<S>                                                                                                                      <C>
    SECTION 3.9    Annual Statement as to Compliance..................................................................    18
    SECTION 3.10   Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets................................    19
    SECTION 3.11   Successor or Transferee............................................................................    21
    SECTION 3.12   No Other Business..................................................................................    21
    SECTION 3.13   No Borrowing.......................................................................................    21
    SECTION 3.14   Guarantees, Loans, Advances and Other Liabilities..................................................    21
    SECTION 3.15   Servicer's Obligations.............................................................................    21
    SECTION 3.16   Capital Expenditures...............................................................................    21
    SECTION 3.17   Removal of CARAT Administrator.....................................................................    22
    SECTION 3.18   Restricted Payments................................................................................    22
    SECTION 3.19   Notice of Events of Default........................................................................    22
    SECTION 3.20   Further Instruments and Acts.......................................................................    22
    SECTION 3.21   CARAT Indenture Trustee's Assignment of Administrative Secured Notes and Warranty Secured Notes....    22
    SECTION 3.22   Representations and Warranties by the Issuer to the CARAT Indenture Trustee........................    23
ARTICLE IV    SATISFACTION AND DISCHARGE..............................................................................    23
    SECTION 4.1    Satisfaction and Discharge of CARAT Indenture......................................................    23
    SECTION 4.2    Application of Trust Money.........................................................................    24
    SECTION 4.3    Repayment of Monies Held by Paying Agent...........................................................    25
    SECTION 4.4    Duration of Position of CARAT Indenture Trustee....................................................    25
ARTICLE V     DEFAULT AND REMEDIES....................................................................................    25
    SECTION 5.1    Events of Default..................................................................................    25
    SECTION 5.2    Acceleration of Maturity; Rescission and Annulment.................................................    26
    SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee....................    27
    SECTION 5.4    Remedies; Priorities...............................................................................    29
    SECTION 5.5    Optional Preservation of the COLT 200__-__ Secured Notes...........................................    30
    SECTION 5.6    Limitation of Suits................................................................................    31
    SECTION 5.7    Unconditional Rights of CARAT 200__-__ Noteholders To Receive Principal and Interest...............    31
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                         PAGE
<S>                                                                                                                      <C>
    SECTION 5.8    Restoration of Rights and Remedies.................................................................    32
    SECTION 5.9    Rights and Remedies Cumulative.....................................................................    32
    SECTION 5.10   Delay or Omission Not a Waiver.....................................................................    32
    SECTION 5.11   Control by CARAT 200__-__ Noteholders..............................................................    32
    SECTION 5.12   Waiver of Past Defaults............................................................................    33
    SECTION 5.13   Undertaking for Costs..............................................................................    33
    SECTION 5.14   Waiver of Stay or Extension Laws...................................................................    34
    SECTION 5.15   Action on CARAT 200__-__ Notes.....................................................................    34
    SECTION 5.16   Performance and Enforcement of Certain Obligations.................................................    34
ARTICLE VI    THE CARAT INDENTURE TRUSTEE.............................................................................    35
    SECTION 6.1    Duties of CARAT Indenture Trustee..................................................................    35
    SECTION 6.2    Rights of CARAT Indenture Trustee..................................................................    36
    SECTION 6.3    CARAT Indenture Trustee May Own CARAT 200__-__ Notes...............................................    37
    SECTION 6.4    CARAT Indenture Trustee's Disclaimer...............................................................    37
    SECTION 6.5    Notice of Default..................................................................................    38
    SECTION 6.6    Reports by CARAT Indenture Trustee to Holders......................................................    38
    SECTION 6.7    Compensation; Indemnity............................................................................    38
    SECTION 6.8    Replacement of CARAT Indenture Trustee.............................................................    38
    SECTION 6.9    Merger or Consolidation of CARAT Indenture Trustee.................................................    40
    SECTION 6.10   Appointment of Co-CARAT Indenture Trustee or Separate CARAT Indenture Trustee......................    40
    SECTION 6.11   Eligibility; Disqualification......................................................................    41
    SECTION 6.12   Preferential Collection of Claims Against Issuer...................................................    41
    SECTION 6.13   Representations and Warranties of CARAT Indenture Trustee..........................................    42
    SECTION 6.14   CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 200__-__ Notes..............    42
    SECTION 6.15   Suit for Enforcement...............................................................................    42
    SECTION 6.16   Rights of CARAT 200__-__ Noteholders to Direct CARAT Indenture Trustee.............................    43
ARTICLE VII   CARAT NOTEHOLDERS' LISTS AND REPORTS....................................................................    43
</TABLE>

                                     -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                         PAGE
<S>                                                                                                                      <C>
    SECTION 7.1    Issuer To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 200__-__ Noteholders........    43
    SECTION 7.2    Preservation of Information, Communications to CARAT 200__-__ Noteholders..........................    43
    SECTION 7.3    Reports by Issuer..................................................................................    44
    SECTION 7.4    Reports by Trustee.................................................................................    44
ARTICLE VIII  ACCOUNTS, DISBURSEMENTS AND RELEASES....................................................................    45
    SECTION 8.1    Collection of Money................................................................................    45
    SECTION 8.2    Designated Accounts; Payments......................................................................    45
    SECTION 8.3    General Provisions Regarding Accounts..............................................................    46
    SECTION 8.4    Release of CARAT Trust Estate......................................................................    47
    SECTION 8.5    Opinion of Counsel.................................................................................    47
ARTICLE IX    SUPPLEMENTAL INDENTURES.................................................................................    48
    SECTION 9.1    Supplemental Indentures Without Consent of CARAT 200__-__ Noteholders..............................    48
    SECTION 9.2    Supplemental Indentures With Consent of CARAT 200__-__ Noteholders.................................    49
    SECTION 9.3    Execution of Supplemental Indentures...............................................................    50
    SECTION 9.4    Effect of Supplemental Indenture...................................................................    51
    SECTION 9.5    Conformity with Trust Indenture Act................................................................    51
    SECTION 9.6    Reference in CARAT 200__-__ Notes to Supplemental Indentures.......................................    51
ARTICLE X     REDEMPTION OF CARAT NOTES...............................................................................    51
    SECTION 10.1   Redemption.........................................................................................    51
    SECTION 10.2   Form of Redemption Notice..........................................................................    52
    SECTION 10.3   CARAT 200__-__ Notes Payable on Redemption Date....................................................    52
ARTICLE XI    MISCELLANEOUS...........................................................................................    52
    SECTION 11.1   Compliance Certificates and Opinions, etc..........................................................    52
    SECTION 11.2   Form of Documents Delivered to CARAT Indenture Trustee.............................................    54
    SECTION 11.3   Acts of CARAT 200__-__ Noteholders.................................................................    55
    SECTION 11.4   Notices, etc., to CARAT Indenture Trustee, Issuer and Rating Agencies..............................    55
</TABLE>

                                      -iv-
<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                         PAGE
<S>                                                                                                                      <C>
    SECTION 11.5   Notices to CARAT 200__-__ Noteholders; Waiver......................................................    56
    SECTION 11.6   Alternate Payment and Notice Provisions............................................................    56
    SECTION 11.7   Conflict with Trust Indenture Act..................................................................    57
    SECTION 11.8   Effect of Headings and Table of Contents...........................................................    57
    SECTION 11.9   Successors and Assigns.............................................................................    57
    SECTION 11.10  Severability.......................................................................................    57
    SECTION 11.11  Benefits of CARAT Indenture........................................................................    57
    SECTION 11.12  Legal Holidays.....................................................................................    57
    SECTION 11.13  GOVERNING LAW......................................................................................    58
    SECTION 11.14  Counterparts.......................................................................................    58
    SECTION 11.15  Recording of CARAT Indenture.......................................................................    58
    SECTION 11.16  No Recourse........................................................................................    58
    SECTION 11.17  No Petition........................................................................................    58
    SECTION 11.18  Inspection.........................................................................................    59
    SECTION 11.19  Indemnification by and Reimbursement of the Servicer...............................................    59
</TABLE>

<TABLE>
<CAPTION>
Exhibits
--------
<S>           <C>
Exhibit A -   Location of Schedule of Receivables
Exhibit B -   Form of Note Depository Agreement
Exhibit C-1   Form of Fixed Rate Class A-__, A-__, A-__ Asset Backed Note
Exhibit C-2   Form of Floating Rate Class A-__ Asset Backed Note
Exhibit D     Rule 144A Certificate
</TABLE>

                                      -v-
<PAGE>

      THIS CARAT INDENTURE, dated as of , 200 , between CAPITAL AUTO RECEIVABLES
ASSET TRUST 200 - , a Delaware statutory trust (the "Issuer"), and       , as
indenture trustee and not in its individual capacity (the "CARAT Indenture
Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Secured Parties and the Holders of the
CARAT 200 - Certificates (only to the extent expressly provided herein):

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the CARAT Indenture Trustee at the Series
200__-__ Closing Date, as trustee for the ratable benefit of the Secured Parties
(only to the extent expressly provided herein), (a) all right, title and
interest of the Issuer in, to and under the COLT 200__-__ Secured Notes (which
COLT 200__-__ Secured Notes have been issued pursuant to the COLT Indenture and
executed by COLT pursuant to the Agreed Upon Execution Procedures and
authenticated by the COLT Indenture Trustee pursuant to the Agreed Upon Initial
Authentication Procedures) and all monies due thereunder on and after the Series
200__-__ Closing Date; (b) all right, title and interest of the Issuer in, to
and under the COLT 200__-__ Trust Estate securing the COLT 200__-__ Secured
Notes, including: (i) the Series 200__-__ Lease Assets and all monies due
thereunder on and after the Cutoff Date and with respect to the Vehicles and, to
the extent permitted by law, any accessions thereto; (ii) the interest of the
Issuer in any proceeds from claims on any physical damage, credit life, credit
disability or other insurance policies covering Vehicles or Lessees; and (iii)
the interest of the Issuer in any proceeds from recourse against Dealers on the
Series 200__-__ Lease Assets; (c) all right, title and interest of the Issuer
in, to and under (i) the VAULT Trust Agreement (solely with respect to the
Vehicles related to Series 200 - Lease Assets), (ii) the CARAT Pooling and
Servicing Agreement, (iii) the CARAT Trust Sale and Servicing Agreement
(including the right of the Issuer to cause CARI to repurchase COLT 200__-__
Secured Notes under certain circumstances), (iv) the COLT Indenture, (v) the
COLT Sale and Contribution Agreement, (vi) the COLT Custodian Agreement, (vii)
the COLT Servicing Agreement and (viii) any Third Party Instrument, (d) the
Reserve Account Property and (e) the present and future claims, demands, causes
and choses in action in respect of any or all the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any
or all the foregoing, including all proceeds of the conversion of any or all of
the foregoing, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, investment
property, payment intangibles, general intangibles, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral").

      The foregoing Grant is made in trust to secure the Secured Obligations,
equally and ratably without prejudice, priority or distinction, and to secure
compliance with the provisions of this CARAT Indenture, all as provided in this
CARAT Indenture. This CARAT Indenture constitutes a security agreement under the
UCC.

                                      -2-
<PAGE>

      The foregoing Grant includes all rights, powers and options (but none of
the obligations, if any) of the Issuer under any agreement or instrument
included in the Collateral, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the COLT 200__-__ Secured Notes included in the Collateral and all
other monies payable under the Collateral, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Issuer or otherwise and
generally to do and receive anything that the Issuer is or may be entitled to do
or receive under or with respect to the Collateral.

      The CARAT Indenture Trustee, as indenture trustee on behalf of the Secured
Parties and (only to the extent expressly provided herein) the CARAT 200__-__
Certificateholders, acknowledges such Grant and accepts the trusts under this
CARAT Indenture in accordance with the provisions of this CARAT Indenture.

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.1 Definitions. Certain capitalized terms used in this CARAT
Indenture shall have the respective meanings assigned them in Part I of Appendix
A to the CARAT Trust Sale and Servicing Agreement, dated as of the date hereof
(as amended from time to time, the "CARAT Trust Sale and Servicing Agreement"),
among the Issuer, CARI and General Motors Acceptance Corporation ("GMAC"). All
references in this CARAT Indenture to Articles, Sections, subsections and
exhibits are to the same contained in or attached to this CARAT Indenture unless
otherwise specified. All terms defined in this CARAT Indenture shall have the
defined meanings when used in any certificate, notice, CARAT 200 - Note or other
document made or delivered pursuant hereto unless otherwise defined therein. The
rules of construction set forth in Part II of such Appendix A shall be
applicable to this CARAT Indenture.

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

   "Commission" means the Securities and Exchange Commission.

   "indenture securities" means the Notes.

   "indenture security holder" means a Noteholder.

   "indenture to be qualified" means this Indenture.

   "indenture trustee" means the Indenture Trustee.

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

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

                                      -3-
<PAGE>

                                   ARTICLE II
                              THE CARAT 200 - NOTES

      SECTION 2.1 Form.

            (a) Each of the Class A-__, A-__, A-__ Notes, together, in each
case, with the CARAT Indenture Trustee's certificate of authentication, shall be
substantially in the form set forth in Exhibit C-1 and the Class A-__ Notes with
the CARAT Indenture Trustee's certificate of authentication shall be
substantially in the form set forth in Exhibit C-2, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this CARAT Indenture, and each such CARAT 200__-__ Note
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers executing such CARAT 200__-__ Notes, as evidenced by their
execution of the CARAT 200__-__ Notes. Any portion of the text of any CARAT
200__-__ Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the CARAT 200__-__ Note.

            (b) The Definitive Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such CARAT
200__-__ Notes, as evidenced by their execution of such CARAT 200__-__ Notes.

            (c) The terms of each class of CARAT 200__-__ Notes as provided for
in Exhibits C-1 and C-2 hereto are part of the terms of this CARAT Indenture.

      SECTION 2.2 Execution, Authentication and Delivery.

            (a) Each CARAT 200__-__ Note shall be dated the date of its
authentication and shall be issuable as a registered CARAT 200__-__ Note in the
minimum denomination of $1,000 and in integral multiples thereof (except, if
applicable, for one CARAT 200__-__ Note representing a residual portion of each
class which may be issued in a different denomination).

            (b) The CARAT 200__-__ Notes shall be executed on behalf of the
Issuer by any of its Authorized Officers. The signature of any such Authorized
Officer on the CARAT 200__-__ Notes may be manual or facsimile.

            (c) CARAT 200__-__ Notes bearing the manual or facsimile signature
of individuals who were at any time Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have ceased to
hold such office prior to the authentication and delivery of such CARAT 200__-__
Notes or did not hold such office at the date of such CARAT 200__-__ Notes.

            (d) The CARAT Indenture Trustee, in exchange for the Grant of the
COLT 200__ __ Secured Notes and the other components of the Trust,
simultaneously with the Grant to the CARAT Indenture Trustee of the COLT 200_ -
Secured Notes, and the constructive delivery to the CARAT Indenture Trustee of
the COLT 200_ - Secured Notes and the other components and assets of the Trust,
shall cause to be authenticated and delivered to or upon the order of the
Issuer, CARAT 200_ - Notes for original issue in aggregate principal amount of

                                      -4-
<PAGE>

$ comprised of (i) Class A-__ Notes in the aggregate principal amount of
$____________, (ii) Class A-__ in the aggregate principal amount of
$_____________, (iii) Class A-__ Notes in the aggregate principal amount of
$____________ and (iv) Class A-__ Notes in the aggregate principal amount of
$___________. The aggregate principal amount of all Notes outstanding at any
time may not exceed $________________ except as provided in Section 2.5.

            (e) No CARAT 200__-__ Notes shall be entitled to any benefit under
this CARAT Indenture or be valid or obligatory for any purpose, unless there
appears on such CARAT 200__-__ Note a certificate of authentication
substantially in the form set forth in Exhibit C-1 or Exhibit C-2, as
applicable, executed by the CARAT Indenture Trustee by the manual signature of
one of its Authorized Officers, and such certificate upon any CARAT 200__-__
Note shall be conclusive evidence, and the only evidence, that such CARAT
200__-__ Note has been duly authenticated and delivered hereunder.

      SECTION 2.3 Temporary Notes.

            (a) Pending the preparation of Definitive Notes, if any, the Issuer
may execute, and upon receipt of an Issuer Order the CARAT Indenture Trustee
shall authenticate and deliver, such Temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
as are consistent with the terms of this CARAT Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
CARAT 200__-__ Notes.

            (b) If Temporary Notes are issued, the Issuer shall cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the Temporary Notes at the Agency Office of the Issuer to be
maintained as provided in Section 3.2, without charge to the CARAT 200__-__
Noteholder. Upon surrender for cancellation of any one or more Temporary Notes,
the Issuer shall execute and the CARAT Indenture Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so delivered in exchange, the Temporary Notes
shall in all respects be entitled to the same benefits under this CARAT
Indenture as Definitive Notes.

      SECTION 2.4 Registration; Registration of Transfer and Exchange of CARAT
200__-__ Notes.

            (a) The Issuer shall cause to be kept the Note Register, comprising
separate registers for each class of Notes, in which, subject to such reasonable
regulations as the Issuer may prescribe, the Issuer shall provide for the
registration of the CARAT 200_-__ Notes and the registration of transfers and
exchanges of the CARAT 200_-__ Notes. The CARAT Indenture Trustee shall
initially be the Note Registrar for the purpose of registering the CARAT 200_-__
Notes and transfers of the CARAT 200__-__ Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
Note Registrar or, if it elects not to make such an appointment, assume the
duties of the Note Registrar.

                                      -5-
<PAGE>

            (b) If a Person other than the CARAT Indenture Trustee is appointed
by the Issuer as Note Registrar, the Issuer will give the CARAT Indenture
Trustee prompt written notice of the appointment of such Note Registrar and of
the location, and any change in the location, of the Note Register. The CARAT
Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof. The CARAT Indenture Trustee shall
have the right to rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
CARAT 200__-__ Noteholders and the principal amounts and number of such CARAT
200__-__ Notes.

            (c) Upon surrender for registration of transfer of any CARAT
200__-__ Note at the Corporate Trust Office of the CARAT Indenture Trustee or
the Agency Office of the Issuer (and following the delivery, in the former case,
of such CARAT 200__-__ Notes to the Issuer by the CARAT Indenture Trustee), the
Issuer shall execute, the CARAT Indenture Trustee shall authenticate and the
CARAT 200__-__ Noteholder shall obtain from the CARAT Indenture Trustee, in the
name of the designated transferee or transferees, one or more new CARAT 200__-__
Notes in any authorized denominations, of a like aggregate principal amount.

            (d) At the option of the CARAT 200__-__ Noteholder, CARAT 200__-__
Notes may be exchanged for other CARAT 200__-__ Notes of the same class in any
authorized denominations, of a like aggregate principal amount, upon surrender
of such CARAT 200__-__ Notes to be exchanged at the Corporate Trust Office of
the CARAT Indenture Trustee or the Agency Office of the Issuer (and following
the delivery, in the former case, of such CARAT 200__-__ Notes to the Issuer by
the CARAT Indenture Trustee), the Issuer shall execute, and the CARAT Indenture
Trustee shall authenticate and the CARAT 200__-__ Noteholder shall obtain from
the CARAT Indenture Trustee, such CARAT 200__-__ Notes which the CARAT 200__-__
Noteholder making the exchange is entitled to receive.

            (e) All CARAT 200__-__ Notes issued upon any registration of
transfer or exchange of other CARAT 200__-__ Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this CARAT Indenture, as the CARAT 200__-__ Notes surrendered
upon such registration of transfer or exchange.

            (f) Every CARAT 200__-__ Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
CARAT Indenture Trustee and the Note Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by a commercial bank or trust company located, or having a
correspondent located, in the City of _________ or the city in which the
Corporate Trust Office of the CARAT Indenture Trustee is located, or by a member
firm of a national securities exchange, and such other documents as the CARAT
Indenture Trustee may require.

            (g) No service charge shall be made to a Holder for any registration
of transfer or exchange of CARAT 200__-__ Notes, but the Issuer or CARAT
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 CARAT 200__-__ Notes, other than
exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer.

                                      -6-
<PAGE>

            (h) By acquiring a CARAT 200__-__Note, each purchaser and transferee
shall be deemed to represent and warrant that either (a) it is not acquiring the
CARAT 200__-__ Note with the plan assets of a Benefit Plan or (b) the
acquisition and holding of the CARAT 200__-__ Note will not give rise to a
non-exempt prohibited transaction under Section 406(a) of ERISA of Section 4975
of the Code.

            (i) The preceding provisions of this Section 2.4 notwithstanding,
the Issuer shall not be required to transfer or make exchanges, and the Note
Registrar need not register transfers or exchanges, of CARAT 200__-__ Notes
that: (i) have been selected for redemption pursuant to Article X, if
applicable; or (ii) are due for repayment within 15 days of submission to the
Corporate Trust Office or the Agency Office.

      SECTION 2.5 Mutilated, Destroyed, Lost or Stolen CARAT 200_-__ Notes.

            (a) If (i) any mutilated CARAT 200_-__ Note is surrendered to the
CARAT Indenture Trustee, or the CARAT Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any CARAT 200__-__ Note, and
(ii) there is delivered to the CARAT Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the CARAT Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the CARAT Indenture Trustee that such CARAT 200__-__ Note has been
acquired by a bona fide purchaser, the Issuer shall execute and upon the
Issuer's request the CARAT Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen CARAT
200__-__ Note, a replacement CARAT 200__-__ Note of a like class and aggregate
principal amount; provided, however, that if any such destroyed, lost or stolen
CARAT 200__-__ Note, but not a mutilated CARAT 200__-__ Note, shall have become
or within seven days shall be due and payable, or shall have been called for
redemption, instead of issuing a replacement CARAT 200__-__ Note, the Issuer may
make payment to the Holder of such destroyed, lost or stolen CARAT 200__-__ Note
when so due or payable or upon the Redemption Date, if applicable, without
surrender thereof.

            (b) If, after the delivery of a replacement CARAT 200__-__ Note or
payment in respect of a destroyed, lost or stolen CARAT 200__-__ Note pursuant
to subsection (a), a bona fide purchaser of the original CARAT 200__-__ Note in
lieu of which such replacement CARAT 200__-__ Note was issued presents for
payment such original CARAT 200__-__ Note, the Issuer and the CARAT Indenture
Trustee shall be entitled to recover such replacement CARAT 200__-__ Note (or
such payment) from (i) any Person to whom it was delivered, (ii) the Person
taking such replacement CARAT 200__-__ Note from the Person to whom such
replacement CARAT 200__-__ Note was delivered; or (iii) any assignee of such
Person, except a bona fide purchaser, and the Issuer and the CARAT Indenture
Trustee shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the
Issuer or the CARAT Indenture Trustee in connection therewith.

            (c) In connection with the issuance of any replacement CARAT
200__-__ Note under this Section 2.5, the Issuer may require the payment by the
Holder of such CARAT 200__-__ Note of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including all fees and expenses of the CARAT Indenture
Trustee) connected therewith.

                                      -7-
<PAGE>

            (d) Any duplicate CARAT 200__-__ Note issued pursuant to this
Section 2.5 in replacement for any mutilated, destroyed, lost or stolen CARAT
200__-__ Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen CARAT
200__-__ Note shall be found at any time or be enforced by any Person, and shall
be entitled to all the benefits of this CARAT Indenture equally and
proportionately with any and all other CARAT 200 - Notes duly issued hereunder.

            (e) The provisions of this Section 2.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen CARAT
200__-__ Notes.

      SECTION 2.6 Persons Deemed CARAT 200__-__ Noteholders. Prior to due
presentment for registration of transfer of any CARAT 200__-__ Note, the Issuer,
the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture
Trustee may treat the Person in whose name any CARAT 200__-__ Note is registered
(as of the day of determination) as the CARAT 200__-__ Noteholder for the
purpose of receiving payments of principal of and interest on such CARAT
200__-__ Note and for all other purposes whatsoever, whether or not such CARAT
200__-__ Note be overdue, and neither the Issuer, the CARAT Indenture Trustee
nor any agent of the Issuer or the CARAT Indenture Trustee shall be affected by
notice to the contrary.

      SECTION 2.7 Payment of Principal and Interest.

            (a) Interest on each class of CARAT 200__-__ Notes shall accrue in
the manner set forth in Exhibit C-1 and Exhibit C-2, as applicable for such
class, at the applicable Interest Rate for such class and will be due and
payable on each Distribution Date in accordance with the priorities set forth in
Section 8.2(c). Any instalment of interest payable on any CARAT 200__-__ Note
shall be punctually paid or duly provided for by a deposit by or at the
direction of the Issuer into the Note Distribution Account on the applicable
Distribution Date and shall be paid to the Person in whose name such CARAT
200__-__ Note (or one or more Predecessor Notes) is registered on the applicable
Record Date, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date; provided,
however, that, unless and until Definitive Notes have been issued pursuant to
Section 2.12, with respect to CARAT 200__-__ Notes registered on the applicable
Record Date in the name of the Note Depository (initially, Cede & Co.), payment
shall be made by wire transfer in immediately available funds to the account
designated by the Note Depository; provided, further, that with respect to any
Private Notes, upon written request of the Holder thereof, payment shall be made
by wire transfer of immediately available funds to the account designated by
such Holder until further written notice from such Holder..

            (b) Prior to the occurrence of an Event of Default and a declaration
in accordance with Section 5.2(a) that the CARAT 200__-__ Notes have become
immediately due and payable, the principal of the CARAT 200__-__ Notes shall be
payable in full on the Final Scheduled Distribution Date for such class and, to
the extent of funds available therefor, in instalments on the Distribution Dates
(if any) preceding the Final Scheduled Distribution Date for that class, in the
amounts and in accordance with the priorities set forth in Section 8.2(c)(ii) or
(iii), as applicable. All principal payments on each class of CARAT 200__-__
Notes on any

                                      -8-
<PAGE>

Distribution Date shall be made pro rata to the CARAT 200__-__ Noteholders of
such class entitled thereto. Any instalment of principal payable on any CARAT
200__-__ Note shall be punctually paid or duly provided for by a deposit by or
at the direction of the Issuer into the Note Distribution Account on the
applicable Distribution Date and shall be paid to the Person in whose name such
CARAT 200__-__ Note (or one or more Predecessor CARAT 200__-__ Notes) is
registered on the applicable Record Date, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date; provided, however, that, (A) unless and until Definitive Notes have
been issued pursuant to Section 2.12, with respect to CARAT 200__-__ Notes
registered on the Record Date in the name of the Note Depository, payment shall
be made by wire transfer in immediately available funds to the account
designated by the Note Depository and (B) with respect to any Private Notes,
upon written request of the Holder thereof, payment shall be made by wire
transfer of immediately available funds to the account designated by such Holder
until further written notice from such Holder, except for, in each case: (i) the
final instalment of principal on any CARAT 200__-__ Note and (ii) the Redemption
Price for the Redeemable Notes redeemed pursuant to Section 10.1, which, in each
case, shall be payable as provided herein. The funds represented by any such
checks in respect of interest or principal returned undelivered shall be held in
accordance with Section 3.3.

            (c) From and after the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the CARAT 200__-__ Notes have
become immediately due and payable, until such time as all Events of Default
have been cured or waived as provided in Section 5.2(b), all principal payments
shall be allocated pro rata among the Holders of all of the CARAT 200__-__ Notes
on the basis of the respective aggregate unpaid principal balances of CARAT
200__-__ Notes held by such Holders.

            (d) With respect to any Distribution Date on which the final
instalment of principal and interest on a class of CARAT 200__-__ Notes is to be
paid, the CARAT Indenture Trustee on behalf of the Issuer shall notify each
CARAT 200__-__ Noteholder of record of such class as of the Record Date for such
Distribution Date of the fact that the final instalment of principal of and
interest on such CARAT 200__-__ Note is to be paid on such Distribution Date.
With respect to any such class of CARAT 200__-__ Notes, such notice shall be
sent (i) on such Record Date by facsimile, if Book Entry Notes are outstanding;
or (ii) not later than three Business Days after such Record Date in accordance
with Section 11.5(a) if Definitive Notes are outstanding, and shall specify that
such final instalment shall be payable only upon presentation and surrender of
such CARAT 200__-__ Note and shall specify the place where such CARAT 200 - Note
may be presented and surrendered for payment of such instalment and the manner
in which such payment shall be made. Notices in connection with redemptions of
CARAT 200__-__ Notes shall be mailed to CARAT 200__-__ Noteholders as provided
in Section 10.2. Within sixty days of the surrender pursuant to this Section
2.7(d) or cancellation pursuant to Section 2.8 of all of the CARAT 200__-__
Notes of a particular class, the CARAT Indenture Trustee, if requested, shall
provide each of the Rating Agencies with written notice stating that all CARAT
200__-__ Notes of such class have been surrendered or canceled.

                                      -9-
<PAGE>

      SECTION 2.8 Cancellation of CARAT 200__-__ Notes.

      All CARAT 200__-__ Notes surrendered for payment, redemption, exchange or
registration of transfer shall, if surrendered to any Person other than the
CARAT Indenture Trustee, be delivered to the CARAT Indenture Trustee and shall
be promptly canceled by the CARAT Indenture Trustee. The Issuer may at any time
deliver to the CARAT Indenture Trustee for cancellation any CARAT 200__-__ Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all CARAT 200__-__ Notes so delivered
shall be promptly canceled by the CARAT Indenture Trustee. No CARAT 200__-__
Notes shall be authenticated in lieu of or in exchange for any CARAT 200__-__
Notes canceled as provided in this Section 2.8, except as expressly permitted by
this CARAT Indenture. All canceled CARAT 200__-__ Notes may be held or disposed
of by the CARAT Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct by an
Issuer Order that they be destroyed or returned to it; provided, however, that
such Issuer Order is timely and the CARAT 200__-__ Notes have not been
previously disposed of by the CARAT Indenture Trustee. The CARAT Indenture
Trustee shall certify to the Issuer upon request that surrendered CARAT 200__-__
Notes have been duly canceled and retained or destroyed, as the case may be.

      SECTION 2.9 Release of Collateral.

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

      SECTION 2.10 Book-Entry Notes. Subject to Section 2.15 the CARAT 200__-__
Notes, upon original issuance, shall be issued in the form of a typewritten
CARAT 200__-__Note or CARAT 200__-__ Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, as the initial Clearing Agency, or
its custodian, by or on behalf of the Issuer. Such CARAT 200__-__ Note or CARAT
200__-__ Notes shall be registered on the Note Register in the name of the Note
Depository, and no Note Owner shall receive a Definitive Note representing such
Note Owner's interest in such Note, except as provided in Section 2.12 Unless
and until the Definitive Notes have been issued to Note Owners pursuant to
Section 2.12:

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

            (b) the Note Registrar and the CARAT Indenture Trustee shall be
entitled to deal with the Clearing Agency for all purposes of this CARAT
Indenture (including the payment of principal of and interest on such CARAT
200__-__Notes and the giving of instructions or directions hereunder) as the
sole Holder of such CARAT 200__-__Notes and shall have no obligation to the Note
Owners;

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

                                      -10-
<PAGE>

            (d) the rights of the Note Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such CARAT 200__-__Note Owners and the Clearing Agency and/or
the Clearing Agency Participants. Unless and until Definitive Notes are issued
pursuant to Section 2.12, the initial Clearing Agency shall make book-entry
transfers between the Clearing Agency Participants and receive and transmit
payments of principal of and interest on such CARAT 200__-__ Notes to such
Clearing Agency Participants, pursuant to the Note Depository Agreement; and

            (e) whenever this CARAT Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of CARAT 200__-__ Notes
evidencing a specified percentage of the Outstanding Amount of the CARAT
200__-__Notes, the Clearing Agency shall be deemed to represent such percentage
only to the extent that it has (i) received instructions to such effect from
Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the CARAT
200__-__ Notes; and (ii) has delivered such instructions to the CARAT Indenture
Trustee.

      SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the CARAT 200__-__ Noteholders is required under this CARAT
Indenture, unless and until Definitive Notes shall have been issued to Note
Owners pursuant to Section 2.12, the CARAT Indenture Trustee shall give all such
notices and communications specified herein to be given to CARAT 200__-__
Noteholders to the Clearing Agency and shall have no other obligation to the
Note Owners.

      SECTION 2.12 Definitive Notes. If (i) the CARAT Administrator advises the
CARAT Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the Notes
(other than the Private Notes) and the Issuer is unable to locate a qualified
successor; (ii) the CARAT Administrator, at its option, advises the CARAT
Indenture Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency; or (iii) after the occurrence of an Event of
Default or a Servicer Default, Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of such CARAT 200__-__
Notes advise the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Note Owners, then the Clearing Agency shall notify all Note Owners and
the CARAT Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the CARAT Indenture Trustee of the typewritten CARAT 200__-__ Note
or CARAT 200__-__ Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
the CARAT Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the CARAT Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the CARAT Indenture Trustee shall recognize the Holders of the Definitive
Notes as CARAT 200__-__ Noteholders.

                                      -11-
<PAGE>

      SECTION 2.13 Seller as CARAT 200__-__Noteholder.

      The Seller in its individual or any other capacity may become the owner or
pledgee of CARAT 200__-__ Notes of any class and may otherwise deal with the
Issuer or its affiliates with the same rights it would have if it were not the
Seller.

      SECTION 2.14 Tax Treatment.

      The Seller and the CARAT Indenture Trustee, by entering into this CARAT
Indenture, and the CARAT 200__-__ Noteholders, by acquiring any CARAT 200__-__
Note or interest therein, (i) express their intention that the CARAT 200__-__
Notes qualify under applicable tax law as indebtedness secured by the
Collateral, and (ii) unless otherwise required by appropriate taxing
authorities, agree to treat the CARAT 200__-__ Notes as indebtedness secured by
the Collateral for the purpose of federal income taxes, state and local income
and franchise taxes, Michigan single business tax, and any other taxes imposed
upon, measured by or based upon gross or net income.

      SECTION 2.15 Special Terms Applicable to Private Notes.

            (a) None of the Private Notes have been or will be registered under
the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any other jurisdiction. Consequently, the Private Notes are not
transferable other than pursuant to an exemption from the registration
requirements of the Securities Act and satisfaction of certain other provisions
specified herein. The Class A-__ Notes or an interest in the Class A-__ Notes
are being sold in a private placement pursuant to Section 4(2) of the Securities
Act on the date hereof. Thereafter, no further sale, pledge or other transfer of
any Private Note (or interest therein) may be made by any person unless either
(i) such sale, pledge or other transfer is made to a "qualified institutional
buyer" that executes a certificate, in the form attached hereto as Exhibit D or
otherwise in form and substance satisfactory to the CARAT Indenture Trustee and
the Seller, to the effect that (A) it is a "qualified institutional buyer" as
defined under Rule 144A under the Securities Act, acting for its own account or
the accounts of other "qualified institutional buyers" as defined under Rule
144A under the Securities Act, and (B) it is aware that the transferor of such
CARAT 200 - Note intends to rely on the exemption from the registration
requirements of the Securities Act provided by Rule 144A under the Securities
Act, or (ii) such sale, pledge or other transfer is otherwise made in a
transaction exempt from the registration requirements of the Securities Act, in
which case (A) the CARAT Indenture Trustee shall require that both the
prospective transferor and the prospective transferee certify to the CARAT
Indenture Trustee and the Seller in writing the facts surrounding such transfer,
which certification shall be in form and substance satisfactory to the CARAT
Indenture Trustee and the Seller, and (B) the CARAT Indenture Trustee shall
require a written opinion of counsel (which will not be at the expense of the
Seller, the Servicer or the CARAT Indenture Trustee) satisfactory to the Seller
and the CARAT Indenture Trustee to the effect that such transfer will not
violate the Securities Act. Neither the Seller nor the CARAT Indenture Trustee
will register any of the Private Notes under the Securities Act, qualify any of
the Private Notes under the securities laws of any state or provide registration
rights to any purchaser or holder thereof.

                                      -12-
<PAGE>

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

            (c) Each Private Note shall bear a legend to the effect set forth in
the first two sentences of Section 2.10(a) above.

                                   ARTICLE III
                                    COVENANTS

      SECTION 3.1 Payment of Principal and Interest.

      The Issuer shall duly and punctually pay the principal of and interest on
the CARAT 200__-__ Notes in accordance with the terms of the CARAT 200__-__
Notes and this CARAT Indenture. On each Distribution Date and on the Redemption
Date (if applicable), the Issuer shall cause amounts on deposit in the Note
Distribution Account to be distributed to the CARAT 200__-__ Noteholders in
accordance with Sections 2.7 and 8.2, less amounts properly withheld under the
Code by any Person from a payment to any CARAT 200__-__ Noteholder of interest
and/or principal. Any amounts so withheld shall be considered as having been
paid by the Issuer to such CARAT 200__-__ Noteholder for all purposes of this
CARAT Indenture.

      SECTION 3.2 Maintenance of Agency Office.

      As long as any of the CARAT 200__-__ Notes remains outstanding, the Issuer
shall maintain in the Borough of Manhattan, the City of New York, an office (the
"Agency Office"), being an office or agency where CARAT 200_ - Notes may be
surrendered to the Issuer for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the CARAT 200_ - Notes
and this CARAT Indenture may be served. The Issuer hereby initially appoints the
CARAT Indenture Trustee to serve as its agent for the foregoing purposes. The
Issuer shall give prompt written notice to the CARAT Indenture Trustee of the
location, and of any change in the location, of the Agency Office. If at any
time the Issuer shall fail to maintain any such office or agency or shall fail
to furnish the CARAT Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the CARAT Indenture Trustee, and the Issuer hereby appoints the CARAT
Indenture Trustee as its agent to receive all such surrenders, notices and
demands.

      SECTION 3.3 Money for Payments To Be Held in Trust.

            (a) As provided in Section 8.2(a) and (b), all payments of amounts
due and payable with respect to any CARAT 200_ - Notes that are to be made from
amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c)
shall be made on behalf of the Issuer by the CARAT Indenture Trustee or by
another Paying Agent, and no amounts so withdrawn from the Note Distribution
Account for payments of CARAT 200_ - Notes shall be paid over to the Issuer
except as provided in this Section 3.3.

            (b) On or before each Distribution Date or the Redemption Date (if
applicable), the Issuer shall deposit or cause to be deposited in the Note
Distribution Account pursuant to Section 4.06 of the CARAT Trust Sale and
Servicing Agreement an aggregate sum

                                      -13-
<PAGE>

sufficient to pay the amounts then becoming due with respect to the CARAT 200_ -
Notes, such sum to be held in trust for the benefit of the Persons entitled
thereto.

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

                  (i) hold all sums held by it for the payment of amounts due
with respect to the CARAT 200_ - Notes in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as herein
provided;

                  (ii) give the CARAT Indenture Trustee notice of any default by
the Issuer (or any other obligor upon the CARAT 200_ - Notes) of which it has
actual knowledge in the making of any payment required to be made with respect
to the CARAT 200_ - Notes;

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

                  (iv) immediately resign as a Paying Agent and forthwith pay to
the CARAT Indenture Trustee all sums held by it in trust for the payment of
CARAT 200_ - Notes if at any time it ceases to meet the standards required to be
met by a Paying Agent in effect at the time of determination; and

                  (v) comply with all requirements of the Code with respect to
the withholding from any payments made by it on any CARAT 200_ - Notes of any
applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.

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

            (e) Subject to applicable laws with respect to escheat of funds, any
money held by the CARAT Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any CARAT 200_ - Note and remaining
unclaimed for one year after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuer on Issuer Request; and the
Holder of such CARAT 200_ - Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of
the amounts so paid to the Issuer), and all liability of the CARAT Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the

                                      -14-
<PAGE>

CARAT Indenture Trustee or such Paying Agent, before being required to make any
such payment, may at the expense of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be paid to the Issuer. The CARAT
Indenture Trustee may also adopt and employ, at the expense of the Issuer, any
other reasonable means of notification of such payment (including, but not
limited to, mailing notice of such payment to Holders whose CARAT 200_ - Notes
have been called but have not been surrendered for redemption or whose right to
or interest in monies due and payable but not claimed is determinable from the
records of the CARAT Indenture Trustee or of any Paying Agent, at the last
address of record for each such Holder).

      SECTION 3.4 Existence. The Issuer shall keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer shall keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and shall obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this CARAT Indenture, the CARAT 200 _-__ Notes, the Collateral
and each other instrument or agreement included in the CARAT Trust Estate.

      SECTION 3.5 Protection of CARAT Trust Estate; Acknowledgment of Pledge.

            (a) The Issuer shall from time to time execute and deliver all such
supplements and amendments hereto and authorize or execute, as applicable, and
deliver all such financing statements, continuation statements, instruments of
further assurance and other instruments, and shall take such other action
necessary or advisable to:

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

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

                  (iii) enforce the rights of the CARAT Indenture Trustee and
the CARAT 200 _-__ Noteholders in any of the Collateral; or

                                      -15-
<PAGE>

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

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

            (b) The Indenture Trustee acknowledges the pledge by the Seller to
the Indenture Trustee pursuant to Section 4.07(c) of the Trust Sale and
Servicing Agreement of (i) all of the Seller's right, title and interest in and
to the Reserve Account Property in order to provide for the payment to the
Financial Parties and the Servicer in accordance with Sections 4.06(b) and (c)
of the Trust Sale and Servicing Agreement, to assure availability of the amounts
maintained in the Reserve Account for the benefit of the Financial Parties and
the Servicer and as security for the performance by the Seller of its
obligations under the Trust Sale and Servicing Agreement.

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

      SECTION 3.6 Opinions as to CARAT Trust Estate.

            (a) On the Series 200__-__ Closing Date, the Issuer shall furnish to
the CARAT Indenture Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this CARAT Indenture, any indentures supplemental hereto
and any other requisite documents, and with respect to the authorization,
execution and filing of any financing statements and continuation statements as
are necessary to perfect and make effective the lien and security interest of
this CARAT Indenture and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to make such lien
and security interest effective.

            (b) On or before March 15 in each calendar year, beginning March 15,
, the Issuer shall furnish to the CARAT Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this CARAT
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the authorization, execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this CARAT 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 CARAT
Indenture. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this CARAT Indenture, any indentures supplemental
hereto and any other requisite documents and the authorization, execution and
filing of any financing statements and continuation statements that will, in the
opinion of such counsel, be required to maintain the lien and security interest
of this CARAT Indenture until March 15 in the following calendar year.

                                      -16-
<PAGE>

      SECTION 3.7 Performance of Obligations; Servicing of COLT 200__-__ Secured
Notes.

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

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

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

            (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Default under the CARAT Trust Sale and Servicing Agreement, the Issuer
shall promptly notify the CARAT Indenture Trustee and the Rating Agencies
thereof and shall specify in such notice the response or action, if any, the
Issuer has taken or is taking with respect of such default. If a Servicer
Default shall arise from the failure of the Servicer to perform any of its
duties or obligations under the CARAT Trust Sale and Servicing Agreement or the
CARAT Pooling and Servicing Agreement with respect to the COLT 200_ - Secured
Notes, the Issuer and the CARAT Indenture Trustee shall take all reasonable
steps available to them pursuant to the CARAT Trust Sale and Servicing Agreement
and the CARAT Pooling and Servicing Agreement to remedy such failure.

            (e) Without derogating from the absolute nature of the assignment
granted to the CARAT Indenture Trustee under this CARAT Indenture or the rights
of the CARAT Indenture Trustee hereunder, the Issuer agrees that it shall not,
without the prior written consent of the CARAT Indenture Trustee or the Holders
of at least a majority of the Outstanding Amount of the CARAT 200__-__ Notes, as
applicable in accordance with the terms of this CARAT Indenture, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or any of the CARAT Basic Documents, or waive timely performance or
observance by the Servicer or the Seller under the CARAT Trust Sale and
Servicing Agreement or the

                                      -17-
<PAGE>

CARAT Pooling and Servicing Agreement, the CARAT Administrator under the
Administration Agreement or GMAC under the CARAT Pooling and Servicing
Agreement.

      SECTION 3.8 Negative Covenants. So long as any CARAT 200_ -__ Notes are
Outstanding, the Issuer shall not:

            (a) sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, except the Issuer may cause the Servicer to
(i) make cash payments out of the Designated Accounts and the Certificate
Distribution Account and (ii) take other actions, in each case as permitted by
the CARAT Basic Documents;

            (b) claim any credit on, or make any deduction from the principal or
interest payable in respect of the CARAT 200__-__ Notes (other than amounts
properly withheld from such payments under the Code or applicable state law) or
assert any claim against any present or former CARAT 200__-__ Noteholder by
reason of the payment of the taxes levied or assessed upon any part of the CARAT
Trust Estate;

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

            (d) either (i) permit the validity or effectiveness of this CARAT
Indenture or any other Basic Document to be impaired, or permit the lien of this
CARAT Indenture to be amended, hypothecated, subordinated, terminated or
discharged, or permit any Person to be released from any covenants or
obligations with respect to the CARAT 200__-__ Notes under this CARAT Indenture
except as may be expressly permitted hereby, (ii) permit any lien, charge,
excise, claim, security interest, mortgage or other encumbrance (other than the
lien of this CARAT Indenture) to be created on or extend to or otherwise arise
upon or burden the CARAT Trust Estate or any part thereof or any interest
therein or the proceeds thereof (other than tax liens, mechanics' liens and
other liens that arise by operation of law, in each case on a Vehicle and
arising solely as a result of an action or omission of the related Lessee), or
(iii) permit the lien of this CARAT Indenture not to constitute a valid first
priority security interest in the CARAT Trust Estate (other than with respect to
any such tax, mechanics' or other lien).

      SECTION 3.9 Annual Statement as to Compliance.

      The Issuer shall deliver to the CARAT Indenture Trustee on or before March
15 of each year, beginning March 15, , an Officer's Certificate signed by an
Authorized Officer, dated as of December 31 of the preceding year, stating that:

            (a) a review of the activities of the Issuer during the preceding
12-month period (or, with respect to the first such Officer's Certificate, such
period as shall have elapsed since the Series 200 - Closing Date) and of
performance under this CARAT Indenture has been made under such Authorized
Officer's supervision; and

            (b) to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has fulfilled all of its obligations under this CARAT
Indenture throughout such period,

                                      -18-
<PAGE>

or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such Authorized Officer and the nature and
status thereof. A copy of such certificate may be obtained by any CARAT 200__-__
Noteholder by a request in writing to the Issuer addressed to the Corporate
Trust Office of the CARAT Indenture Trustee.

      SECTION 3.10 Consolidation, Merger, etc., of Issuer; Disposition of Trust
Assets.

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

                  (i) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America, or any State and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the CARAT
Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee, the due
and timely payment of the principal of and interest on all CARAT 200 - Notes and
the performance or observance of every agreement and covenant of this CARAT
Indenture on the part of the Issuer to be performed or observed, all as provided
herein;

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

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

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

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

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

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

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

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

                  (i) the Person that acquires such properties or assets of the
Issuer (1) shall be a United States citizen or a Person organized and existing
under the laws of the United

                                      -19-
<PAGE>

States of America or any State and (2) by an indenture supplemental hereto,
executed and delivered to the CARAT Indenture Trustee, in form satisfactory to
the CARAT Indenture Trustee:

                        (A) expressly assumes the due and punctual payment of
            the principal of and interest on all CARAT 200__-__ Notes and the
            performance or observance of every agreement and covenant of this
            CARAT Indenture on the part of the Issuer to be performed or
            observed, all as provided herein or therein;

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

                        (C) unless otherwise provided in such supplemental
            indenture, expressly agrees to indemnify, defend and hold harmless
            the Issuer against and from any loss, liability or expense arising
            under or related to this CARAT Indenture and the CARAT 200__-__
            Notes; and

                        (D) expressly agrees that such Person (of if a group of
            Persons, then one specified Person) shall make all filings with the
            Commission (and any other appropriate Person) required by the
            Exchange Act in connection with the CARAT 200__-__ Notes;

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

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

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

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

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

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

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

                                      -20-
<PAGE>

      SECTION 3.11 Successor or Transferee.

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

            (b) Upon a conveyance or transfer of substantially all the assets
and properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be
released from every covenant and agreement of this CARAT Indenture and the other
CARAT Basic Documents to be observed or performed on the part of the Issuer with
respect to the CARAT 200__-__ Notes immediately upon the delivery of written
notice to the CARAT Indenture Trustee from the Person acquiring such assets and
properties stating that the Issuer is to be so released.

      SECTION 3.12 No Other Business. The Issuer shall not engage in any
business or activity other than acquiring, holding and managing the Collateral
and the proceeds therefrom in the manner contemplated by the CARAT Basic
Documents, issuing the CARAT 200__-__ Notes and the CARAT 200__-___
Certificates, making payments on the CARAT 200__-__ Notes and the CARAT 200__-__
Certificates and such other activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto, as set forth
in Section 2.3 of the CARAT Trust Agreement.

      SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for money borrowed other than indebtedness for money borrowed in
respect of the CARAT 200__-__ Notes or otherwise in accordance with the CARAT
Basic Documents.

      SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this CARAT Indenture or the other CARAT Basic Documents, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

      SECTION 3.15 Servicer's Obligations. The Issuer shall use its best efforts
to cause the Servicer to comply with its obligations under Section 3.09 of the
CARAT Pooling and Servicing Agreement and Sections 4.01 and 4.02 of the CARAT
Trust Sale and Servicing Agreement.

      SECTION 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (whether by long-term or operating lease or otherwise) for capital
assets (either real, personal or intangible property) other than the purchase of
the COLT 200__-__ Secured Notes and other property and rights from the Seller
pursuant to the CARAT Trust Sale and Servicing Agreement.

                                      -21-
<PAGE>

      SECTION 3.17 Removal of CARAT Administrator. So long as any CARAT 200__-__
Notes are Outstanding, the Issuer shall not remove the CARAT Administrator
without cause unless the Rating Agency Condition shall have been satisfied in
connection with such removal.

      SECTION 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the CARAT 200__-__ Notes, so long as any CARAT
200__-__ Notes are Outstanding, the Issuer shall not, directly or indirectly:

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

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

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

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

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

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

      SECTION 3.21 CARAT Indenture Trustee's Assignment of Administrative
Secured Notes and Warranty Secured Notes. Upon receipt of the Administrative
Purchase Payment or the Warranty Payment with respect to an Administrative
Secured Note or a Warranty Secured Note, as the case may be, the CARAT Indenture
Trustee shall assign, without recourse, representation or warranty, to the
Servicer or the Warranty Purchaser, as the case may be, all the CARAT Indenture
Trustee's right, title and interest in and to such repurchased COLT 200__-__
Secured Note; the collateral therefor and the related rights assigned
thereunder; such assignment being an assignment outright and not for security;
and the Servicer or the Warranty Purchaser, as applicable, shall thereupon own
such COLT 200__-__ Secured Note, and all such security and documents, free of
any further obligation to the CARAT Indenture Trustee, the CARAT 200__-__
Noteholders or the CARAT 200__-__ Certificateholders with respect thereto. If in
any

                                      -22-
<PAGE>

enforcement suit or legal proceeding it is held that the Servicer may not
enforce a COLT 200__-__ Secured Note on the ground that it is not a real party
in interest or a holder entitled to enforce the COLT 200__-__ Secured Note, the
CARAT Indenture Trustee shall, at the Servicer's expense, take such steps as the
Servicer requests in writing and deems necessary to enforce the COLT 200__-__
Secured Note, including bringing suit in the CARAT Indenture Trustee's name or
the names of the CARAT 200__-__ Noteholders or, pursuant to Section 4.4, the
CARAT 200__-__ Certificateholders.

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

            (a) Good Title. No COLT 200__-__ Secured Note has been sold,
transferred, assigned or pledged by the Issuer to any Person other than the
CARAT Indenture Trustee; immediately prior to the conveyance of the COLT
200__-__ Secured Notes pursuant to this CARAT Indenture, the Issuer had good and
marketable title thereto, free of any Lien; and, upon execution and delivery of
this CARAT Indenture by the Issuer, the CARAT Indenture Trustee shall have all
of the right, title and interest of the Issuer in, to and under the COLT
200__-__ Secured Notes, the unpaid indebtedness evidenced thereby and the
collateral security therefor, free of any Lien. The Issuer has caused COLT to
have the COLT 200__-__ Secured Notes registered in the name of the CARAT
Indenture Trustee.

            (b) All Filings Made. All filings (including, without limitation,
UCC filings) necessary in any jurisdiction to give the CARAT Indenture Trustee a
first priority perfected security interest in the COLT 200__-__ Secured Notes
shall have been made.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

      SECTION 4.1 Satisfaction and Discharge of CARAT Indenture. This CARAT
Indenture shall cease to be of further effect with respect to the CARAT 200__-__
Notes except as to: (i) rights of registration of transfer and exchange; (ii)
substitution of mutilated, destroyed, lost or stolen CARAT 200__-__ Notes; (iii)
rights of CARAT 200__-__ Noteholders to receive payments of principal thereof
and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19
and 3.21; (v) the rights, obligations and immunities of the CARAT Indenture
Trustee hereunder (including the rights of the CARAT Indenture Trustee under
Section 6.7 and the obligations of the CARAT Indenture Trustee under Sections
4.2 and 4.4); and (vi) the rights of CARAT 200__-__ Noteholders as beneficiaries
hereof with respect to the property so deposited with the CARAT Indenture
Trustee payable to all or any of them, and the CARAT Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this CARAT Indenture with respect to
the CARAT 200__-__ Notes, if:

            (a) either:

                  (i) all CARAT 200__-__ Notes theretofore authenticated and
delivered (other than (A) CARAT 200__-__ Notes that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 2.5 and (B)
CARAT 200__-__ Notes for

                                      -23-
<PAGE>

whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust, as provided in Section 3.3) have been delivered to the CARAT
Indenture Trustee for cancellation; or

                  (ii) all CARAT 200__-__ Notes not theretofore delivered to the
CARAT Indenture Trustee for cancellation:

                        (A) have become due and payable,

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

                        (C) are to be called for redemption within one year
            under arrangements satisfactory to the CARAT Indenture Trustee for
            the giving of notice of redemption by the CARAT Indenture Trustee in
            the name, and at the expense, of the Issuer or such CARAT 200__-__
            Notes have been redeemed in accordance with Section 10.1,

and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(ii) above,
has irrevocably deposited or caused to be irrevocably deposited with the CARAT
Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire unpaid principal and accrued interest on such CARAT
200__-___ Notes not theretofore delivered to the CARAT Indenture Trustee for
cancellation when due on the Final Scheduled Distribution Date for such CARAT
200__-__ Notes or the Redemption Date for such CARAT 200__-__ Notes (if such
CARAT 200__-__ Notes have been called for redemption pursuant to Section 10.1),
as the case may be;

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

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

      SECTION 4.2 Application of Trust Money. All monies deposited with the
CARAT Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the CARAT 200__-__ Notes and
this CARAT Indenture, to the payment, either directly or through any Paying
Agent, as the CARAT Indenture Trustee may determine, to the Holders of the
particular CARAT 200__-__ Notes for the payment or redemption of which such
monies have been deposited with the CARAT Indenture Trustee, of all sums due and
to become due thereon for principal and interest and to payment to any other
Secured Party or any holder of any Third Party Instrument of all sums, if any,
due or to become due to any other Secured Party or any holder of any Third Party
Instrument under and in accordance with this

                                      -24-
<PAGE>

CARAT Indenture; but such monies need not be segregated from other funds except
to the extent required herein, in the CARAT Trust Sale and Servicing Agreement,
or as required by law.

      SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this CARAT Indenture with respect to the CARAT
200__-__ Notes, all monies then held by any Paying Agent other than the CARAT
Indenture Trustee under the provisions of this CARAT Indenture with respect to
such CARAT 200__-__ Notes shall, upon demand of the Issuer, be paid to the CARAT
Indenture Trustee to be held and applied according to Section 3.3 and thereupon
such Paying Agent shall be released from all further liability with respect to
such monies.

      SECTION 4.4 Duration of Position of CARAT Indenture Trustee.
Notwithstanding the earlier payment in full of all principal and interest due to
the CARAT 200__-__ Noteholders under the terms of the CARAT 200__-__ Notes and
the cancellation of the CARAT 200__-__ Notes pursuant to Section 3.1, the CARAT
Indenture Trustee shall continue to act in the capacity as CARAT Indenture
Trustee hereunder for the benefit of the CARAT 200__-__ Certificateholders, for
purposes of compliance with, and the CARAT Indenture shall comply with its
obligations under Sections 5.01(a), 7.02 and 7.03 of the CARAT Trust Sale and
Servicing Agreement, as appropriate, until such time as all payments in respect
of Certificate Balance and interest due to the CARAT 200__-__ Certificateholders
have been paid in full and in such capacity, the CARAT Indenture Trustee shall
have the rights, benefits and immunities set forth in Article VI hereof.

                                    ARTICLE V
                              DEFAULT AND REMEDIES

      SECTION 5.1 Events of Default. For the purposes of this CARAT Indenture,
"Event of Default" wherever used herein, means any one of the following events:

            (a) failure to pay the full Noteholders' Interest Distributable
Amount on any class of CARAT 200__-__ Notes on any Distribution Date, and such
default shall continue for a period of five days; or

            (b) except as set forth in Section 5.1(c), failure to pay any
instalment of the principal of any CARAT 200__-__ Note as and when the same
becomes due and payable, and such default continues unremedied for a period of
30 days after there shall have been given, by registered or certified mail, to
the Issuer and the Seller (or the Servicer, as applicable) by the CARAT
Indenture Trustee or to the Issuer and the Seller (or the Servicer, as
applicable) and the CARAT Indenture Trustee by the Holders of at least 25% of
the Outstanding Amount of the CARAT 200__-__ Notes, a written notice specifying
such default and demanding that it be remedied and stating that such notice is a
"Notice of Default" hereunder; or

            (c) failure to pay in full the outstanding principal balance of any
class of CARAT 200__-__Notes by the Final Scheduled Distribution Date for such
class; or

            (d) default in the observance or performance in any material respect
of any covenant or agreement of the Issuer made in this CARAT Indenture (other
than a covenant or agreement, a default in the observance or performance of
which is elsewhere in this specifically

                                      -25-
<PAGE>

dealt with in this Section 5.1) which failure materially and adversely affects
the rights of the CARAT 200__-__ Noteholders, and such default shall continue or
not be cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer and the Seller (or the Servicer, as
applicable) by the CARAT Indenture Trustee or to the Issuer and the Seller (or
the Servicer, as applicable) and the CARAT Indenture Trustee by the Holders of
at least 25% of the Outstanding Amount of the CARAT 200__-__ Notes, a written
notice specifying such default, demanding that it be remedied and stating that
such notice is a "Notice of Default" hereunder; or

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

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

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

      SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

            (a) If an Event of Default should occur and be continuing, then and
in every such case, unless the principal amount of the CARAT 200__-__ Notes
shall have already become due and payable, either the CARAT Indenture Trustee or
the Holders of CARAT 200__-__ Notes representing not less than a majority of the
Outstanding Amount of the CARAT 200__-__ Notes may declare all the CARAT
200__-__ Notes to be immediately due and payable, by a notice in writing to the
Issuer (and to the CARAT Indenture Trustee if given by the CARAT 200__-__
Noteholders) setting forth the Event or Events of Default, and upon any such
declaration the unpaid principal amount of such CARAT 200__-__ Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

            (b) At any time after such declaration of acceleration of maturity
of the CARAT 200__-__ Notes has been made and before a judgment or decree for
payment of the

                                      -26-
<PAGE>

money due thereunder has been obtained by the CARAT Indenture Trustee as
hereinafter provided in this Article V, the Holders of CARAT 200__-__ Notes
representing a majority of the Outstanding Amount of the Notes, by written
notice to the Issuer and the CARAT Indenture Trustee, may waive all Defaults set
forth in the notice delivered pursuant to Section 5.2(a), and rescind and annul
such declaration and its consequences; provided, however, that no such
rescission and annulment shall extend to or affect any other Default or impair
any right consequent thereto; and provided, further, that if the CARAT Indenture
Trustee shall have proceeded to enforce any right under this CARAT Indenture and
such Proceedings shall have been discontinued or abandoned because of such
rescission and annulment or for any other reason, or such Proceedings shall have
been determined adversely to the CARAT Indenture Trustee, then and in every such
case, the CARAT Indenture Trustee, the Issuer and the CARAT 200__-__
Noteholders, as the case may be, shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the CARAT
Indenture Trustee, the Issuer and the CARAT 200__-__ Noteholders, as the case
may be, shall continue as though no such Proceedings had been commenced.

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

            (a) The Issuer covenants that if an Event of Default occurs and such
Event of Default has not been waived pursuant to Section 5.12, the Issuer shall,
upon demand of the CARAT Indenture Trustee, pay to the CARAT Indenture Trustee,
for the ratable benefit of the CARAT 200__-__ Noteholders in accordance with
their respective outstanding principal amounts, the whole amount then due and
payable on such CARAT 200__-__ Notes for principal and interest, with interest
upon the overdue principal, at the rate borne by the CARAT 200__-__ Notes and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the CARAT Indenture Trustee and its agents and
counsel.

            (b) If the Issuer shall fail forthwith to pay such amounts upon such
demand, the CARAT Indenture Trustee, in its own name and as trustee of an
express trust, may institute a Proceeding for the collection of the sums so due
and unpaid, and may prosecute such Proceeding to judgment or final decree, and
may enforce the same against the Issuer or other obligor upon such CARAT 200 -
Notes and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such CARAT 200 - Notes, wherever situated, the
monies adjudged or decreed to be payable.

            (c) If an Event of Default occurs and is continuing, the CARAT
Indenture Trustee, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
CARAT 200__-__ Noteholders, by such appropriate Proceedings as the CARAT
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this CARAT 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
CARAT Indenture Trustee by this CARAT Indenture or by applicable law.

                                      -27-
<PAGE>

            (d) If there shall be pending, relative to the Issuer or any other
obligor upon the CARAT 200__-___ Notes or any Person having or claiming an
ownership interest in the CARAT Trust Estate, Proceedings under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or if a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or
such other obligor or Person, or in case of any other comparable judicial
Proceedings relative to the Issuer or other obligor upon the CARAT 200__-__
Notes, or to the creditors or property of the Issuer or such other obligor, the
CARAT Indenture Trustee, irrespective of whether the principal of any CARAT 200
- Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the CARAT Indenture Trustee shall have
made any demand pursuant to the provisions of this Section 5.3, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the CARAT 200__-__
Notes and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the CARAT Indenture Trustee (including
any claim for reasonable compensation to the CARAT Indenture Trustee and each
predecessor trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the CARAT Indenture Trustee and each predecessor trustee, except as a result
of negligence, fraud or bad faith) and of the CARAT 200__-__ Noteholders allowed
in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of CARAT 200__-__ Notes in any election of a
trustee, a standby trustee or Person performing similar functions in any such
Proceedings;

                  (iii) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the CARAT 200__-__ Noteholders and of the CARAT
Indenture Trustee on their behalf; and

                  (iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
CARAT Indenture Trustee or the Holders of CARAT 200__-__ Notes allowed in any
judicial proceedings relative to the Issuer, its creditors and its property.

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such CARAT 200__-__
Noteholders to make payments to the CARAT Indenture Trustee for application in
accordance with the priorities set forth in the CARAT Basic Documents, and, if
the CARAT Indenture Trustee shall consent to the making of payments directly to
such CARAT 200__-__ Noteholders, to pay to the CARAT Indenture Trustee such
amounts as shall be sufficient to cover reasonable compensation to the CARAT
Indenture Trustee, each predecessor trustee and their respective agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the CARAT Indenture Trustee and each predecessor trustee
except as a result of negligence, fraud or bad faith.

                                      -28-
<PAGE>

            (e) Nothing herein contained shall be deemed to authorize the CARAT
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any CARAT 200__-__ Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the CARAT 200__-__ Notes or the rights of
any Holder thereof or to authorize the CARAT Indenture Trustee to vote in
respect of the claim of any CARAT 200__-__ 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 CARAT
Indenture, or under any of the CARAT 200__-__ Notes, may be enforced by the
CARAT Indenture Trustee without the possession of any of the CARAT 200__-__
Notes or the production thereof in any trial or other Proceedings relative
thereto, and any such Proceedings instituted by the CARAT 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 CARAT Indenture Trustee, each predecessor Trustee and their
respective agents and attorneys, shall be for the benefit of the Secured Parties
in accordance with the priorities set forth in the CARAT Basic Documents.

            (g) In any Proceedings brought by the CARAT Indenture Trustee (and
also any Proceedings involving the interpretation of any provision of this CARAT
Indenture to which the CARAT Indenture Trustee shall be a party), the CARAT
Indenture Trustee shall be held to represent all the CARAT 200__-__ Noteholders,
and it shall not be necessary to make any CARAT 200__-__ Noteholder a party to
any such Proceedings.

      SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing and the CARAT 200__-__ Notes have been accelerated
under Section 5.2(a), the CARAT Indenture Trustee may do one or more of the
following (subject to Section 5.5):

                  (i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then due and payable on the
CARAT 200__-__ Notes or under this CARAT Indenture with respect thereto, whether
by declaration of acceleration or otherwise, enforce any judgment obtained, and
collect from the Issuer and any other obligor upon such CARAT 200__-__ Notes
monies adjudged due;

                  (ii) institute Proceedings from time to time for the complete
or partial foreclosure of this CARAT Indenture with respect to the CARAT 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 CARAT Indenture Trustee and the CARAT 200__-__ Noteholders; and

                  (iv) sell the CARAT Trust Estate or any portion thereof or
rights or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law or elect to have the Issuer maintain
possession of the COLT 200__-__ Secured Notes and continue to apply collections
on such COLT 200__-__ Secured Notes as if there had been no declaration of
acceleration; provided, however, that the CARAT Indenture Trustee may not sell
or otherwise liquidate the CARAT Trust Estate following an Event of Default and

                                      -29-
<PAGE>

acceleration of the CARAT 200__-__ Notes, unless (i) (A) the Holders of all of
the aggregate Outstanding Amount of the CARAT 200__-__ Notes consent thereto
(and if such Event of Default results under Section 5.1(d) of the CARAT
Indenture, the Holders of CARAT 200__-__ Certificates representing all of the
Voting Interests also consent thereto) or (B) the proceeds of such sale or
liquidation distributable to the CARAT 200__-__ Noteholders and the CARAT
200__-__ Certificateholders are sufficient to discharge in full the principal of
and the accrued interest on the CARAT 200__-__ Notes and an amount in respect of
the CARAT 200__-__ Certificates equal to (x) the sum of the Certificate Balance
and any Noteholders' Principal Carryover Shortfall or Certificateholders'
Principal Carryover Shortfall and (y) the Certificateholders' Interest
Distributable Amount, each at the date of such sale or liquidation or (C) (x)
there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise
arising from a failure to make a required payment of principal on any CARAT
200__-__ Notes, (y) the CARAT Indenture Trustee determines that the CARAT Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the CARAT 200__-__ Notes as and when they would
have become due if the CARAT 200__-__ Notes had not been declared due and
payable, and (z) the CARAT Indenture Trustee obtains the consent of the Holders
of a majority of the aggregate Outstanding Amount of the CARAT 200__-__ Notes
and (ii) 10 days' prior written notice of sale or liquidation has been given to
the Rating Agencies. In determining such sufficiency or insufficiency with
respect to clauses (B) and (C), the CARAT 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 CARAT Trust Estate for such purpose;

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

                  FIRST: to the CARAT Indenture Trustee for amounts due under
            Section 6.7 and then to the CARAT Owner Trustee for amounts due to
            the CARAT Owner Trustee (not including amounts due for payments to
            the CARAT 200__-__ Certificateholders) under the CARAT Trust
            Agreement or the CARAT Trust Sale and Servicing Agreement; and

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

      SECTION 5.5 Optional Preservation of the COLT 200__-__ Secured Notes. If
the CARAT 200__-__ Notes have been declared to be due and payable under Section
5.2 following an Event of Default and such declaration and its consequences have
not been rescinded and annulled in accordance with Section 5.2(b), the CARAT
Indenture Trustee may, but need not elect to, take and maintain possession of
the CARAT Trust Estate. It is the desire of the parties hereto and the Secured
Parties that there be at all times sufficient funds for the payment of the
Secured Obligations to the Secured Parties and the CARAT Indenture Trustee shall
take such desire into account when determining whether or not to take and
maintain possession of the CARAT Trust Estate. In determining whether to take
and maintain possession of the CARAT Trust Estate, the CARAT Indenture Trustee
may, but need not, obtain and rely upon an opinion

                                      -30-
<PAGE>

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
CARAT Trust Estate for such purpose.

      SECTION 5.6 Limitation of Suits. No Holder of any CARAT 200__-__ Note
shall have any right to institute any Proceeding, judicial or otherwise, with
respect to this CARAT 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 CARAT
Indenture Trustee of a continuing Event of Default;

            (b) the Holders of not less than 25% of the Outstanding Amount of
the CARAT 200__-__ Notes have made written request to the CARAT Indenture
Trustee to institute such Proceeding in respect of such Event of Default in its
own name as CARAT Indenture Trustee hereunder;

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

            (d) the CARAT Indenture Trustee for 60 days after its receipt of
such notice under Section 5.6 of the COLT Indenture, request and offer of
indemnity has failed to institute such Proceedings; and

            (e) no direction inconsistent with such written request has been
given to the CARAT Indenture Trustee during such 60-day period by the Holders of
a majority of the Outstanding Amount of the CARAT 200__-__ Notes;

it being understood and intended that no one or more Holders of CARAT 200__-__
Notes shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this CARAT Indenture to affect, disturb or prejudice the
rights of any other Holders of CARAT 200__-__ Notes or to obtain or to seek to
obtain priority or preference over any other Holders of CARAT 200__-__ Notes or
to enforce any right under this CARAT Indenture, except in the manner herein
provided and for the equal, ratable (on the basis of the respective aggregate
amount of principal and interest, respectively, due and unpaid on the CARAT
200__-__ Notes held by each CARAT 200__-__ Noteholder) and common benefit of all
holders of CARAT 200__-__ Notes. For the protection and enforcement of the
provisions of this Section 5.6, each and every CARAT 200__-__ Noteholder shall
be entitled to such relief as can be given either at law or in equity.

            If the CARAT Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of CARAT
200__-__ Notes, each representing less than a majority of the Outstanding Amount
of the CARAT 200__-__ Notes, the CARAT Indenture Trustee in its sole discretion
may determine what action, if any, shall be taken, notwithstanding any other
provisions of this CARAT Indenture.

                                      -31-
<PAGE>

      SECTION 5.7 Unconditional Rights of CARAT 200__-__ Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this CARAT
Indenture, the Holder of any CARAT 200__-__ Note shall have the right, which is
absolute and unconditional, to receive payment of the principal of and interest,
on such CARAT 200__-__ Note on or after the respective due dates thereof
expressed in such CARAT 200__-__ Note or in this CARAT Indenture (or, in the
case of redemption, if applicable, on or after the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

      SECTION 5.8 Restoration of Rights and Remedies. If the CARAT Indenture
Trustee or any CARAT 200__-__ Noteholder has instituted any Proceeding to
enforce any right or remedy under this CARAT Indenture and such Proceeding has
been discontinued or abandoned for any reason or has been determined adversely
to the CARAT Indenture Trustee or to such CARAT 200__-__ Noteholder, then and in
every such case the Issuer, the CARAT Indenture Trustee and the CARAT 200__-__
Noteholders shall, subject to any determination in such Proceeding, be restored
severally to their respective former positions hereunder, and thereafter all
rights and remedies of the CARAT Indenture Trustee and the CARAT 200__-__
Noteholders shall continue as though no such Proceeding had been instituted.

      SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the CARAT Indenture Trustee or to the CARAT
200__-__ Noteholders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

      SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the
CARAT Indenture Trustee or any Holder of any CARAT 200__-__ Note to exercise any
right or remedy accruing upon any Default or Event of Default shall impair any
such right or remedy or constitute a waiver of any such Default or Event of
Default or an acquiescence therein. Every right and remedy given by this Article
V or by law to the CARAT Indenture Trustee or to the CARAT 200__-__ Noteholders
may be exercised from time to time, and as often as may be deemed expedient, by
the CARAT Indenture Trustee or by the CARAT 200__-__ Noteholders, as the case
may be.

      SECTION 5.11 Control by CARAT 200__-__ Noteholders. The Holders of a
majority of the Outstanding Amount of the CARAT 200__-__ Notes shall, subject to
provision being made for indemnification against costs, expenses and liabilities
in a form satisfactory to the CARAT Indenture Trustee, have the right to direct
the time, method and place of conducting any Proceeding for any remedy available
to the CARAT Indenture Trustee with respect to the CARAT 200__-__ Notes or
exercising any trust or power conferred on the CARAT Indenture Trustee;
provided, however, that:

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

                                      -32-
<PAGE>

            (b) subject to the express terms of Section 5.4, any direction to
the CARAT Indenture Trustee to sell or liquidate the CARAT Trust Estate shall be
by the Holders of CARAT 200__-__ Notes representing not less than 100% of the
Outstanding Amount of the CARAT 200__-__ Notes;

            (c) if the conditions set forth in Section 5.5 have been satisfied
and the CARAT Indenture Trustee elects to retain the CARAT Trust Estate pursuant
to Section 5.5, then any direction to the CARAT Indenture Trustee by Holders of
CARAT 200__-__ Notes representing less than 100% of the Outstanding Amount of
the CARAT 200__-__ Notes to sell or liquidate the CARAT Trust Estate shall be of
no force and effect; and

            (d) the CARAT Indenture Trustee may take any other action deemed
proper by the CARAT Indenture Trustee that is not inconsistent with such
direction or might materially adversely affect the rights of any Noteholders not
consenting to such action; provided, however, that, subject to Section 6.1, the
CARAT Indenture Trustee need not take any action that it determines might cause
it to incur any liability.

      SECTION 5.12 Waiver of Past Defaults.

            (a) Prior to the declaration of the acceleration of the maturity of
the CARAT 200__-__ Notes as provided in Section 5.2, the Holders of not less
than a majority of the Outstanding Amount of the CARAT 200__-__ Notes may waive
any past Default or Event of Default and its consequences except a Default (i)
in the payment of principal of or interest on any of the CARAT 200__-__ Notes or
(ii) in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each CARAT 200__-__ Note. In the
case of any such waiver, the Issuer, the CARAT Indenture Trustee and the CARAT
200__-__ Noteholders shall be restored to their respective former positions and
rights hereunder; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

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

      SECTION 5.13 Undertaking for Costs. All parties to this CARAT Indenture
agree, and each Holder of any CARAT 200__-__ Note by such Holder's acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any Proceeding for the enforcement of any right or remedy under this
CARAT Indenture, or in any Proceeding against the CARAT Indenture Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such Proceeding of an undertaking to pay the costs of such
Proceeding, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such
Proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.13
shall not apply to:

                                      -33-
<PAGE>

            (a) any Proceeding instituted by the CARAT Indenture Trustee;

            (b) any Proceeding instituted by the any CARAT 200__-__ Noteholder,
or group of CARAT 200__-__ Noteholders, in each case holding in the aggregate
more than 10% of the Outstanding Amount of the CARAT 200__-__ Notes; or

            (c) any Proceeding instituted by any CARAT 200__-__ Noteholder for
the enforcement of the payment of principal of or interest on any CARAT 200__-__
Note on or after the respective due dates expressed in such CARAT 200__- __Note
and in this CARAT Indenture (or, in the case of redemption, on or after the
Redemption Date).

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

      SECTION 5.15 Action on CARAT 200__-__ Notes. The CARAT Indenture Trustee's
right to seek and recover judgment on the CARAT 200__-__ Notes or under this
CARAT Indenture shall not be affected by the seeking, obtaining or application
of any other relief under or with respect to this CARAT Indenture. Neither the
lien of this CARAT Indenture nor any rights or remedies of the CARAT Indenture
Trustee or the CARAT 200__-__ Noteholders shall be impaired by the recovery of
any judgment by the CARAT Indenture Trustee against the Issuer or by the levy of
any execution under such judgment upon any portion of the CARAT Trust Estate or
upon any of the assets of the Issuer. Any money or property collected by the
CARAT Indenture Trustee shall be applied in accordance with Section 5.4(b).

      SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

                                      -34-
<PAGE>

Instrument of their respective obligations under the CARAT Trust Sale and
Servicing Agreement, the CARAT Pooling and Servicing Agreement, and any Third
Party Instrument.

            (b) If an Event of Default has occurred and is continuing, the CARAT
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66-2/3% of the Outstanding Amount of the CARAT 200__-__ Notes shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller, the Servicer or any obligor under a Third Party Instrument
under or in connection with the CARAT Trust Sale and Servicing Agreement, the
CARAT Pooling and Servicing Agreement or a Third Party Instrument, including the
right or power to take any action to compel or secure performance or observance
by the Seller or the Servicer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the CARAT Trust Sale and Servicing Agreement, and any
right of the Issuer to take such action shall be suspended.

            (c) If an Event of Default has occurred and is continuing, the CARAT
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66-2/3% of the Outstanding Amount of the CARAT 200__-__ Notes shall,
exercise all rights, remedies, powers, privileges and claims of the Seller
against GMAC under or in connection with the CARAT Pooling and Servicing
Agreement, including the right or power to take any action to compel or secure
performance or observance by GMAC of each of its obligations to the Seller
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the CARAT Pooling and Servicing Agreement, and any
right of the Seller to take such action shall be suspended.

                                   ARTICLE VI
                           THE CARAT INDENTURE TRUSTEE

      SECTION 6.1 Duties of CARAT Indenture Trustee.

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

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

            (c) In the absence of bad faith on its part, the CARAT 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 CARAT Indenture Trustee and conforming to the requirements of
this CARAT Indenture; provided, however, that the CARAT Indenture

                                      -35-
<PAGE>
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this CARAT Indenture.

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

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

                  (ii) the CARAT 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 CARAT Indenture Trustee was negligent in ascertaining the
pertinent facts; and

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

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

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

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

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

            (i) The CARAT Indenture Trustee shall have no liability or
responsibility for the acts or omissions of any other party to any of the CARAT
Basic Documents.

            (j) In no event shall the CARAT Indenture Trustee be liable for any
damages in the nature of special, indirect or consequential damages, however
styled, including lost profits.

      SECTION 6.2 Rights of CARAT Indenture Trustee.

            (a) The CARAT 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
CARAT Indenture Trustee need not investigate any fact or matter stated in the
document.

            (b) Before the CARAT Indenture Trustee acts or refrains from acting,
it may require an Officer's Certificate or an Opinion of Counsel. The CARAT
Indenture Trustee shall

                                      -36-
<PAGE>

not be liable for any action it takes or omits to take in good faith in reliance
on the Officer's Certificate or Opinion of Counsel.

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

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

            (e) The CARAT Indenture Trustee may consult with counsel, and the
advice or opinion of counsel with respect to legal matters relating to this
CARAT Indenture and the CARAT 200__-__ Notes shall be full and complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

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

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

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

            (i) The rights, privileges, protections, immunities and benefits
given to the CARAT Indenture Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the CARAT
Indenture Trustee in each of its capacities hereunder, including its capacity
under Section 4.4 hereof, and in connection with the performance of any of its
duties or obligations under any of the CARAT Basic Documents.

      SECTION 6.3 CARAT Indenture Trustee May Own CARAT 200__-__ Notes. The
CARAT Indenture Trustee in its individual or any other capacity may become the
owner or

                                      -37-
<PAGE>

pledgee of CARAT 200__-__ Notes and may otherwise deal with the Issuer, the
Servicer or any of their respective Affiliates with the same rights it would
have if it were not CARAT Indenture Trustee; provided, however, that the CARAT
Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent,
Note Registrar, co-registrar or co-paying agent may do the same with like
rights.

      SECTION 6.4 CARAT Indenture Trustee's Disclaimer. The CARAT Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of any CARAT Basic Document, including this CARAT Indenture
or the CARAT 200__-__ Notes, it shall not be accountable for the Issuer's use of
the proceeds from the CARAT 200__-__ Notes, and it shall not be responsible for
any statement of the Issuer in the CARAT Indenture or in any document issued in
connection with the sale of the CARAT 200__-__ Notes or in the CARAT 200__-__
Notes other than the CARAT Indenture Trustee's certificate of authentication.

      SECTION 6.5 Notice of Default. If a Default occurs and is continuing and
if it is known to a Responsible Officer of the CARAT Indenture Trustee, the
CARAT Indenture Trustee shall mail to each CARAT 200__-__ Noteholder notice of
the Default within 90 days after it occurs. Except in the case of a Default in
payment of principal or of interest on any CARAT 200__-__ Note, the CARAT
Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interest of the CARAT 200__-__ Noteholders.

      SECTION 6.6 Reports by CARAT Indenture Trustee to Holders. The CARAT
Indenture Trustee shall deliver to each CARAT 200__-__ Noteholder the
information and documents set forth in Article VII, and, in addition, all such
information with respect to the CARAT 200__-__ Notes as may be required to
enable such Holder to prepare its federal and state income tax returns.

      SECTION 6.7 Compensation; Indemnity.

            (a) The Issuer shall cause the Servicer pursuant to Section 3.08 of
the CARAT Pooling and Servicing Agreement to pay to the CARAT Indenture Trustee
from time to time reasonable compensation for its services. The CARAT Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall cause the Servicer pursuant to
Section 3.08 of the CARAT Pooling and Servicing Agreement to reimburse the CARAT
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the CARAT Indenture Trustee's agents, external
counsel, accountants and experts. The Issuer shall cause the Servicer to
indemnify the CARAT Indenture Trustee in accordance with Section 6.01 of the
CARAT Trust Sale and Servicing Agreement.

            (b) The Issuer's obligations to the CARAT Indenture Trustee pursuant
to this Section 6.7 shall survive the discharge of this CARAT Indenture. When
the CARAT Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.1(e) or (f) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under

                                      -38-
<PAGE>

Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.

      SECTION 6.8 Replacement of CARAT Indenture Trustee.

            (a) The CARAT Indenture Trustee may at any time give notice of its
intent to resign by so notifying the Issuer; provided, however, that no such
resignation shall become effective and the CARAT Indenture Trustee shall not
resign prior to the time set forth in Section 6.8(c). The Holders of a majority
in Outstanding Amount of the CARAT 200__-__ Notes may remove the CARAT Indenture
Trustee by so notifying the CARAT Indenture Trustee and may appoint a successor
CARAT Indenture Trustee. Such resignation or removal shall become effective in
accordance with Section 6.8(c). The Issuer shall remove the CARAT Indenture
Trustee if:

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

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

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

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

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

            (c) A successor CARAT Indenture Trustee shall deliver a written
acceptance of its appointment and designation to the retiring CARAT Indenture
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
CARAT Indenture Trustee shall become effective, and the successor CARAT
Indenture Trustee shall have all the rights, powers and duties of the CARAT
Indenture Trustee under this CARAT Indenture. The successor CARAT Indenture
Trustee shall mail a notice of its succession to CARAT 200__-__ Noteholders. The
retiring CARAT Indenture Trustee shall promptly transfer all property held by it
as CARAT Indenture Trustee to the successor CARAT Indenture Trustee.

            (d) If a successor CARAT Indenture Trustee does not take office
within 60 days after the CARAT Indenture Trustee gives notice of its intent to
resign or is removed, the retiring Trustee, the Issuer or the Holders of a
majority in Outstanding Amount of the CARAT 200__-__ Notes may petition any
court of competent jurisdiction for the appointment and designation of a
successor CARAT Indenture Trustee.

            (e) If the CARAT Indenture Trustee fails to comply with Section
6.11, any CARAT 200__-__ Noteholder or the Holders of a majority in Outstanding
Amount of the

                                      -39-
<PAGE>

CARAT 200__-__ Notes may petition any court of competent jurisdiction for the
removal of the CARAT Indenture Trustee and the appointment of a successor CARAT
Indenture Trustee.

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

      SECTION 6.9 Merger or Consolidation of CARAT Indenture Trustee.

            (a) Any corporation into which the CARAT Indenture Trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the CARAT Indenture Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
CARAT Indenture Trustee, shall be the successor of the CARAT Indenture Trustee
under this CARAT Indenture; provided, however, that such corporation shall be
eligible under the provisions of Section 6.11, without the execution or filing
of any instrument or any further act on the part of any of the parties to this
CARAT Indenture, anything in this CARAT Indenture to the contrary
notwithstanding.

            (b) If at the time such successor or successors by merger or
consolidation to the CARAT Indenture Trustee shall succeed to the trusts created
by this CARAT Indenture, any of the CARAT 200__-__ Notes shall have been
authenticated but not delivered, any such successor to the CARAT Indenture
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such CARAT 200__-__ Notes so authenticated, and in case at that time
any of the CARAT 200__-__ Notes shall not have been authenticated, any successor
to the CARAT Indenture Trustee may authenticate such CARAT 200__-__ Notes either
in the name of any predecessor hereunder or in the name of the successor to the
CARAT Indenture Trustee. In all such cases such certificate of authentication
shall have the same full force as is provided anywhere in the CARAT 200__-__
Notes or herein with respect to the certificate of authentication of the CARAT
Indenture Trustee.

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

            (a) Notwithstanding any other provisions of this CARAT Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the CARAT Trust Estate or any Vehicle may at the time be
located, the CARAT Indenture Trustee shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
CARAT Trust Estate, and to vest in such Person or Persons, in such capacity and
for the benefit of the Secured Parties and (only to the extent expressly
provided herein) the CARAT 200__-__ Certificateholders, such title to the CARAT
Trust Estate, or any part hereof, and, subject to the other provisions of this
Section 6.10, such powers, duties, obligations, rights and trusts as the CARAT
Indenture Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to CARAT 200__-__ Noteholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 6.8.

                                      -40-
<PAGE>

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

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

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

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

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

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

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

                                      -41-
<PAGE>

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

      SECTION 6.13 Representations and Warranties of CARAT Indenture Trustee.
The CARAT Indenture Trustee represents and warrants as of the Series 200__-__
Closing Date that:

            (a) the CARAT Indenture Trustee (i) is a _______________________
duly organized, validly existing and in good standing under the laws of
________________ and (ii) satisfies the eligibility criteria set forth in
Section 6.11;

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

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

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

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

      SECTION 6.14 CARAT Indenture Trustee May Enforce Claims Without Possession
of CARAT 200__-__ Notes. All rights of action and claims under this CARAT
Indenture or the CARAT 200__-__ Notes may be prosecuted and enforced by the
CARAT Indenture Trustee without the possession of any of the CARAT 200__-__
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the CARAT Indenture Trustee shall be brought in its own
name as CARAT Indenture Trustee. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the CARAT Indenture Trustee, its agents and counsel, be for the
ratable benefit of

                                      -42-
<PAGE>

the CARAT 200__-__ Noteholders and (only to the extent expressly provided
herein) the CARAT 200 - Certificateholders in respect of which such judgment has
been obtained.

      SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and
be continuing, the CARAT Indenture Trustee, in its discretion may, subject to
the provisions of Section 6.1, proceed to protect and enforce its rights and the
rights of the CARAT 200__-__ Noteholders under this CARAT Indenture by
Proceeding whether for the specific performance of any covenant or agreement
contained in this CARAT Indenture or in aid of the execution of any power
granted in this CARAT Indenture or for the enforcement of any other legal,
equitable or other remedy as the CARAT Indenture Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the CARAT Indenture Trustee or the CARAT 200__-__ Noteholders.

      SECTION 6.16 Rights of CARAT 200__-__ Noteholders to Direct CARAT
Indenture Trustee. The Holders of CARAT 200__-__ Notes evidencing not less than
a majority of the Outstanding Amount of the CARAT 200__-__ Notes, shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the CARAT Indenture Trustee or exercising any trust or power
conferred on the CARAT Indenture Trustee; provided, however, that subject to
Section 6.1, the CARAT Indenture Trustee shall have the right to decline to
follow any such direction if the CARAT Indenture Trustee being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the CARAT Indenture Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudiced to the rights of CARAT 200__-__
Noteholders not parties to such direction; and provided, further, that nothing
in this CARAT Indenture shall impair the right of the CARAT Indenture Trustee to
take any action deemed proper by the CARAT Indenture Trustee and which is not
inconsistent with such direction by the CARAT 200__-__ Noteholders.

                                   ARTICLE VII
                      CARAT NOTEHOLDERS' LISTS AND REPORTS

      SECTION 7.1 Issuer To Furnish CARAT Indenture Trustee Names and Addresses
of CARAT 200__-__ Noteholders. The Issuer shall furnish or cause to be furnished
by the Servicer to the CARAT Indenture Trustee (a) not more than five days
before each Distribution Date a list, in such form as the CARAT Indenture
Trustee may reasonably require, of the names and addresses of the Holders of
CARAT 200__-__ Notes as of the close of business on the related Record Date, and
(b) at such other times as the CARAT Indenture Trustee may request in writing,
within 14 days after receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the CARAT Indenture
Trustee is the Note Registrar, no such list shall be required to be furnished.

      SECTION 7.2 Preservation of Information, Communications to CARAT 200__-__
Noteholders.

            (a) The CARAT Indenture Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of the Holders of CARAT
200__-__ Notes

                                      -43-
<PAGE>

contained in the most recent list furnished to the CARAT Indenture Trustee as
provided in Section 7.1 and the names and addresses of Holders of CARAT 200__-__
Notes received by the CARAT Indenture Trustee in its capacity as Note Registrar.
The CARAT Indenture Trustee may destroy any list furnished to it as provided in
such Section 7.1 upon receipt of a new list so furnished.

            (b) CARAT 200__-__ Noteholders may communicate pursuant to TIA
section 312(b) with other CARAT 200__-__ Noteholders with respect to their
rights under this CARAT Indenture or under the CARAT 200__-__ Notes.

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

      SECTION 7.3 Reports by Issuer.

            (a) The Issuer shall:

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

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

                  (iii) supply to the CARAT Indenture Trustee (and the CARAT
Indenture Trustee shall transmit by mail to all CARAT 200__-__ Noteholders
described in TIA Section 313(c)) such summaries of any information, documents
and reports required to be filed by the Issuer pursuant to clauses (i) and (ii)
of this Section 7.3(a) as may be required by rules and regulations prescribed
from time to time by the Commission.

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

      SECTION 7.4 Reports by Trustee.

            (a) If required by TIA Section 313(a),within 60 days after each
August 15th, beginning with August 15, 2004, the CARAT Indenture Trustee shall
mail to each CARAT 200__-__ Noteholder as required by TIA Section 313(c) a brief
report dated as of such date that complies with TIA Section 313(a). The CARAT
Indenture Trustee also shall comply with TIA Section 313(b). A copy of any
report delivered pursuant to this Section 7.4(a) shall, at the time of its
mailing to CARAT 200__-__ Noteholders, be filed by the CARAT Indenture Trustee
with the Commission and each stock exchange, if any, on which the CARAT 200__-__
Notes are listed.

                                      -44-
<PAGE>

The Issuer shall notify the CARAT Indenture Trustee if and when the CARAT
200__-__ Notes are listed on any stock exchange.

            (b) On each Distribution Date the CARAT Indenture Trustee shall
include with each payment to each CARAT 200__-__ Noteholder a copy of the
statement for the related Monthly Period or Periods applicable to such
Distribution Date as required pursuant to Section 4.09 of the CARAT Trust Sale
and Servicing Agreement.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

      SECTION 8.2 Designated Accounts; Payments.

            (a) On or prior to the Series 200__-__ Closing Date, the Issuer
shall cause the Servicer to establish and maintain, in the name of the CARAT
Indenture Trustee for the benefit of the Financial Parties (and with respect to
the Reserve Account, for the benefit of the Servicer) the Designated Accounts as
provided in Articles IV and V of the CARAT Trust Sale and Servicing Agreement.

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

            (c) On each Distribution Date, the CARAT Indenture Trustee shall
apply and, as required, distribute to the CARAT 200__-__ Noteholders all amounts
on deposit in the Note Distribution Account (subject to the Servicer's rights
under Section 5.03 of the CARAT Trust Sale and Servicing Agreement to Investment
Earnings) in the following order of priority and in the amounts determined as
described below:

                  (i) The Aggregate Noteholders' Interest Distributable Amount
shall be applied to each class of CARAT 200__-__ Notes in an amount equal to the
sum of

                                      -45-
<PAGE>

                        (A) the Noteholders' Interest Distributable Amount for
            such class of CARAT 200__-__ Notes for such Distribution Date plus

                        (B) if there was any Noteholders' Interest Carryover
            Shortfall as of the close of the immediately preceding Distribution
            Date, a pro rata portion thereof determined on the basis of the
            amount of interest that was to be applied to such class of CARAT
            200__-__Notes on such preceding Distribution Date;

provided, however, that if there are not sufficient funds in the Note
Distribution Account to so apply the entire Aggregate Noteholders' Interest
Distributable Amount, the amount available in the Note Distribution Account for
such purpose shall be applied to each class of CARAT 200__-__ Notes, pro rata on
the basis of the respective amount otherwise to be applied to such class
pursuant to this clause (i). The amount so applied to each class of CARAT
200__-__ Notes shall be paid to the Holders thereof on such Distribution Date.

                  (ii) Unless otherwise provided in clause (iii) below, an
amount equal to the Aggregate Noteholders' Principal Distributable Amount (or
such lesser amount as has been deposited in the Note Distribution Account
pursuant to Section 4.06(c)(v) of the Trust Sale and Servicing Agreement) shall
be applied to each class of CARAT 200__-__ Notes in the following amounts and in
the following order of priority and any amount so applied shall be paid on such
Distribution Date to the Holders of such class of CARAT 200__-__ Notes:

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

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

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

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

                  (iii) If the CARAT 200__-__ Notes have been declared
immediately due and payable following an Event of Default as provided in Section
5.2, until such time as all Events of Default have been cured or waived as
provided in Section 5.2(b), any amounts remaining in the Note Distribution
Account after the applications described in Section 8.2(c)(i) and any amounts
then on deposit or deposited into the Note Distribution Account thereafter shall
be applied in accordance with Section 2.7(c).

      SECTION 8.3 General Provisions Regarding Accounts.

            (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Designated Accounts
shall be invested in Eligible Investments and reinvested by the CARAT Indenture
Trustee upon Issuer Order, subject to the provisions of Section 5.01(b) of the
CARAT Trust Sale and Servicing Agreement. The Issuer shall not direct the CARAT
Indenture Trustee to make any investment of any funds or to sell any

                                      -46-
<PAGE>

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

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

            (c) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Designated Accounts to the CARAT
Indenture Trustee by 11:00 a.m., New York City Time (or such other time as may
be agreed by the Issuer and the CARAT Indenture Trustee) on any Business Day; or
(ii) a Default or Event of Default shall have occurred and be continuing with
respect to the CARAT 200__-__ Notes but the CARAT 200__-__ Notes shall not have
been declared due and payable pursuant to Section 5.2, or, if such CARAT
200__-__ Notes shall have been declared due and payable following an Event of
Default, but amounts collected or receivable from the CARAT Trust Estate are
being applied in accordance with Section 5.5 as if there had not been such a
declaration; then the CARAT Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in the Designated Accounts in one or more
Eligible Investments selected by the CARAT Indenture Trustee.

      SECTION 8.4 Release of CARAT Trust Estate.

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

            (b) The CARAT Indenture Trustee shall, at such time as there are no
CARAT 200__-__ Notes Outstanding and all sums due to the CARAT Indenture Trustee
pursuant to Section 6.7 have been paid and all amounts owing under each Third
Party Instrument have been paid, release any remaining portion of the CARAT
Trust Estate that secured the CARAT 200__-__ Notes and the other Secured
Obligations from the lien of this CARAT Indenture and, where any such portion of
the CARAT Trust Estate is registered in the name of the CARAT Indenture Trustee,
re-convey such property, and release to the Issuer or any other Person entitled
thereto any funds then on deposit in the Designated Accounts. The CARAT
Indenture Trustee shall release property from the lien of this CARAT Indenture
pursuant to this Section 8.4(b) only upon receipt by it of an Issuer Request and
an Officer's Certificate, an Opinion of Counsel and (if

                                      -47-
<PAGE>

required by the TIA) Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

      SECTION 8.5 Opinion of Counsel. The CARAT Indenture Trustee shall receive
at least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the CARAT Indenture Trustee shall also require as a condition to such
action, an Opinion of Counsel and a Materiality Opinion, in form and substance
satisfactory to the CARAT Indenture Trustee, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied
with and such action shall not materially and adversely impair the security for
the Secured Obligations or the rights of the Secured Parties in contravention of
the provisions of this CARAT Indenture; provided, however, that such Opinion of
Counsel and Materiality Opinion shall not be required to express an opinion as
to the fair value of the CARAT 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 CARAT Indenture Trustee in
connection with any such action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.1 Supplemental Indentures Without Consent of CARAT 200__-__
Noteholders.

            (a) Without the consent of the Holders of any CARAT 200__-__ Notes
but with prior notice to the Rating Agencies, the Issuer and the CARAT Indenture
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the CARAT Indenture Trustee, for any
of the following purposes:

                  (i) to correct or amplify the description of any property at
any time subject to the lien of this CARAT 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 CARAT Indenture, or to subject to additional
property to the lien of this CARAT Indenture;

                  (ii) to evidence the succession, in compliance with Section
3.10 and the applicable provisions hereof, of another Person to the Issuer, and
the assumption by any such successor of the covenants of the Issuer contained
herein and in the CARAT 200__-__ Notes contained;

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

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

                                      -48-
<PAGE>

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

                  (vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor or additional trustee with respect to the
CARAT 200__-__ Notes and to add to or change any of the provisions of this CARAT
Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Article VI;
or

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

            (b) The Issuer and the CARAT Indenture Trustee, when authorized by
an Issuer Order, may, also without the consent of any of the CARAT 200__-__
Noteholders but with prior notice to the Rating Agencies at any time and from
time to time enter into one or more indentures supplemental hereto for the
purpose of adding any provisions to, changing in any manner, or eliminating any
of the provisions of, this CARAT Indenture or modifying in any manner the rights
of the CARAT 200__-__ Noteholders under this CARAT Indenture; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any CARAT 200__-__ Noteholder.

      SECTION 9.2 Supplemental Indentures With Consent of CARAT 200__-__
Noteholders.

            (a) The Issuer and the CARAT Indenture Trustee, when authorized by
an Issuer Order, also may, with prior notice to the Rating Agencies and with the
consent of the Holders of not less than a majority of the Outstanding Amount of
the CARAT 200__-__ Notes, by Act of such Holders delivered to the Issuer and the
CARAT Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, changing in any manner, or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the CARAT 200__-__ Noteholders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

                  (i) change the due date of any instalment of principal of or
interest on any CARAT 200__-__ Note, or reduce the principal amount thereof, the
interest rate applicable thereto, or the Redemption Price with respect thereto,
change any place of payment where, or the coin or currency in which, any CARAT
200__-__ Note or any interest thereon is payable, or impair the right to
institute suit for the enforcement of the provisions of this CARAT Indenture
requiring the application of funds available therefor, as provided in Article V,
to the payment of

                                      -49-
<PAGE>

any such amount due on the CARAT 200__-__ Notes on or after the respective due
dates thereof (or, in the case of redemption, on or after the Redemption Date);

                  (ii) reduce the percentage of the Outstanding Amount of the
CARAT 200__-__ Notes, the consent of the Holders of which is required for any
such supplemental indenture, or the consent of the Holders of which is required
for any waiver of compliance with certain provisions of this CARAT Indenture or
certain defaults hereunder and their consequences as provided for in this
Indenture;

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

                  (iv) reduce the percentage of the Outstanding Amount of the
CARAT 200__-__ Notes required to direct the CARAT Indenture Trustee to sell or
liquidate the CARAT 200__-__ Trust Estate pursuant to Section 5.4 if the
proceeds of such sale would be insufficient to pay the principal amount of and
accrued but unpaid interest on the Outstanding CARAT 200__-__ Notes;

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

                  (vi) modify any of the provisions of this CARAT Indenture in
such manner as to affect the calculation of the amount of any payment of
interest or principal due on any CARAT 200__-__ Note on any Distribution Date
(including the calculation of any of the individual components of such
calculation), or modify or alter the provisions of the CARAT Indenture regarding
the voting of CARAT 200__-__ Notes held by the Issuer, the Seller or any
Affiliate of either of them; or

                  (vii) permit the creation of any Lien ranking prior to or on a
parity with the lien of this CARAT Indenture with respect to any part of the
CARAT 200__-__ Trust Estate or, except as otherwise permitted or contemplated
herein, terminate the lien of this CARAT Indenture on any property at any time
subject thereto or deprive the Holder of any CARAT 200__-__ Note of the security
afforded by the lien of this CARAT Indenture.

            (b) The CARAT Indenture Trustee may in its discretion determine
whether or not any CARAT 200__-__ Notes would be affected (such that the consent
of each CARAT 200__-__ Noteholder would be required) by any supplemental
indenture proposed pursuant to this Section 9.2 and any such determination shall
be binding upon the Holders of all CARAT 200__-__ Notes, whether authenticated
and delivered thereunder before or after the date upon which such supplemental
indenture becomes effective. The CARAT Indenture Trustee shall not be liable for
any such determination made in good faith.

            (c) It shall be sufficient if an Act of CARAT 200__-__ Noteholders
approves the substance, but not the form, of any proposed supplemental
indenture.

            (d) Promptly after the execution by the Issuer and the CARAT
Indenture Trustee of any supplemental indenture pursuant to this Section 9.2,
the CARAT Indenture

                                      -50-
<PAGE>

Trustee shall mail to the CARAT 200__-__ Noteholders to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the CARAT Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

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

      SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this CARAT Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the CARAT 200__-__ Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this CARAT Indenture of the CARAT Indenture Trustee, the Issuer and the CARAT
200__-__ Noteholders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this CARAT Indenture for any
and all purposes.

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

      SECTION 9.6 Reference in CARAT 200__-__ Notes to Supplemental Indentures.
CARAT 200__-__ Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and if required by the
CARAT Indenture Trustee shall, bear a notation in form approved by the CARAT
Indenture Trustee as to any matter provided for in such supplemental indenture.
If the Issuer or the CARAT Indenture Trustee shall so determine, new CARAT
200__-__ Notes so modified as to conform, in the opinion of the CARAT Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the CARAT Indenture
Trustee in exchange for Outstanding CARAT 200__-__ Notes of the same class.

                                    ARTICLE X
                            REDEMPTION OF CARAT NOTES

      SECTION 10.1 Redemption. The Redeemable Notes are subject to redemption in
whole, but not in part, upon the exercise by the Seller of its option to
purchase the COLT 200__-__ Secured Notes pursuant to Section 8.01 of the CARAT
Trust Sale and Servicing Agreement.

                                      -51-
<PAGE>

The date on which such redemption shall occur is the Distribution Date following
the Optional Purchase Date identified by Seller in its notice of exercise of
such purchase option (the "Redemption Date"). The purchase price for the
Redeemable Notes shall be equal to the applicable Redemption Price; provided,
that, the Issuer has available funds sufficient to pay such amount. The Servicer
or the Issuer shall furnish the Rating Agencies notice of such redemption. If
the Redeemable Notes are to be redeemed pursuant to this Section 10.1, the
Servicer or the Issuer shall furnish notice thereof to the CARAT Indenture
Trustee not later than 25 days prior to the Redemption Date and the CARAT
Indenture Trustee (based on such notice) shall withdraw from the Collection
Account and deposit into the Note Distribution Account, on the Redemption Date,
the aggregate Redemption Price of the Redeemable Notes, whereupon all such CARAT
200__-__ Notes shall be due and payable on the Redemption Date.

      SECTION 10.2 Form of Redemption Notice. Notice of redemption of the
Redeemable Notes under Section 10.1 shall be given by the CARAT Indenture
Trustee by first-class mail, postage prepaid, mailed not less than five days
prior to the applicable Redemption Date to each CARAT 200__-__ Noteholder of
Redeemable Notes of record at such CARAT 200__-__ Noteholder's address appearing
in the Note Register.

            (a) All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the applicable Redemption Price; and

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

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

      SECTION 10.3 CARAT 200__-__ Notes Payable on Redemption Date. The
Redeemable Notes shall, following notice of redemption as required by Section
10.2, on the Redemption Date cease to be Outstanding for purposes of this CARAT
Indenture and shall thereafter represent only the right to receive the
applicable Redemption Price and (unless the Issuer shall default in the payment
of such Redemption Price) no interest shall accrue on such Redemption Price for
any period after the date to which accrued interest is calculated for purposes
of calculating such Redemption Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.1 Compliance Certificates and Opinions, etc.

            (a) Upon any application or request by the Issuer to the CARAT
Indenture Trustee to take any action under any provision of this CARAT
Indenture, the Issuer shall furnish

                                      -52-
<PAGE>

to the CARAT Indenture Trustee: (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this CARAT Indenture relating to
the proposed action have been complied with, (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with and (iii) (if required by the TIA) an Independent Certificate
from a firm of certified public accountants meeting the applicable requirements
of this Section 11.1, except that, in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this CARAT Indenture, no additional certificate or opinion need
be furnished. Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this CARAT 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 with the CARAT Indenture Trustee of any
Collateral or other property or securities that is to be made the basis for the
release of any property or securities subject to the lien of this CARAT
Indenture, the Issuer shall, in addition to any obligation imposed in Section
11.1(a) or elsewhere in this CARAT Indenture, furnish to the CARAT Indenture
Trustee an Officer's Certificate certifying or stating the opinion of each
Person signing such certificate as to the fair value (within 90 days of such
deposit) to the Issuer of the Collateral or other property or securities to be
so deposited.

                  (ii) Whenever the Issuer is required to furnish to the CARAT
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (b)(i) above, the
Issuer shall also deliver to the CARAT Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made on the basis
of any such withdrawal or release since the commencement of the then current
fiscal year of the Issuer, as set forth in the certificates delivered pursuant
to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding
Amount of the CARAT 200 - Notes, but such a certificate need not be furnished
with respect to any securities so deposited, if the fair value thereof to the
Issuer as set forth in the related Officer's Certificate is less than $25,000 or
less than one percent of the Outstanding Amount of the CARAT 200 - Notes.

                                      -53-
<PAGE>

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

                  (iv) Whenever the Issuer is required to furnish to the CARAT
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signatory thereof as to the matters described in clause (b)(iii) above, the
Issuer shall also furnish to the CARAT Indenture Trustee an Independent
Certificate as to the same matters if the fair value of the property or
securities and of all other property, other than Warranty Secured Notes,
Administrative Secured Notes and Liquidating Secured Notes, or securities
released from the lien of this CARAT Indenture since the commencement of the
then current calendar year, as set forth in the certificates required by clause
(b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding
Amount of the CARAT 200__-__ 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 CARAT 200__-__ Notes.

                  (v) Notwithstanding Section 2.9 or any other provision of this
Section 11.1, the Issuer may (A) collect, liquidate, sell or otherwise dispose
of COLT 200__-__ Secured Notes as and to the extent permitted or required by the
CARAT Basic Documents, (B) make cash payments out of the Designated Accounts and
the Certificate Distribution Account as and to the extent permitted or required
by the CARAT Basic Documents and (C) take any other action not inconsistent with
the TIA.

      SECTION 11.2 Form of Documents Delivered to CARAT Indenture Trustee.

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

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

                                      -54-
<PAGE>

counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

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

      SECTION 11.3 Acts of CARAT 200__-__ Noteholders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this CARAT Indenture to be given or taken by
CARAT 200__-__ Noteholders or a class of CARAT 200__-__ Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such CARAT 200__-__ Noteholders in person or by agents duly
appointed in writing; and except as herein otherwise expressly provided such
action shall become effective when such instrument or instruments are delivered
to the CARAT Indenture Trustee, and, where it is hereby expressly required, to
the Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the CARAT
200__-__ Noteholders, as applicable, 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 CARAT Indenture and (subject
to Section 6.1) conclusive in favor of the CARAT Indenture Trustee and the
Issuer, if made in the manner provided in this Section 11.3.

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

            (c) The ownership of CARAT 200__-__ 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 CARAT 200__-__ Notes (or any one or
more Predecessor CARAT 200__-__ Notes) shall bind the Holder of every CARAT
200__-__ Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
CARAT Indenture Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such CARAT 200__-__ Note.

                                      -55-
<PAGE>

      SECTION 11.4 Notices, etc., to CARAT Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of CARAT 200__-__ Noteholders or other documents provided or permitted by
this CARAT Indenture to be made upon, given or furnished to or filed with:

            (a) the CARAT Indenture Trustee by any CARAT 200__-__ Noteholder or
by the Issuer shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the CARAT Indenture Trustee at its
Corporate Trust Office; or

            (b) the Issuer by the CARAT Indenture Trustee or any CARAT 200__-__
Noteholder shall be sufficient for every purpose hereunder if in writing and
either sent by electronic facsimile transmission (with hard copy to follow via
first class mail) or mailed, by certified mail, return receipt requested to the
Issuer and the CARAT Owner Trustee each at the address specified in Appendix B
to the CARAT Trust Sale and Servicing Agreement.

            The Issuer shall promptly transmit any notice received by it from
the CARAT 200__-__ Noteholders to the CARAT Indenture Trustee. The CARAT
Indenture Trustee shall likewise promptly transmit any notice received by it
from the CARAT 200__-__ Noteholders to the Issuer.

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

      SECTION 11.5 Notices to CARAT 200__-__ Noteholders; Waiver.

            (a) Where this CARAT Indenture provides for notice to the CARAT
200__-__ Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if it is in writing and mailed,
first-class, postage prepaid to each CARAT 200__-__ Noteholder affected by such
event, at such Person's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. If notice to CARAT 200__-__ Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular CARAT 200__-__ Noteholder shall affect the sufficiency of such
notice with respect to other CARAT 200__-__ Noteholders, and any notice that is
mailed in the manner herein provided shall conclusively be presumed to have been
duly given regardless of whether such notice is in fact actually received.

            (b) Where this CARAT 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 CARAT 200__-__ Noteholders shall
be filed with the CARAT Indenture Trustee but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such a
waiver.

            (c) In case, by reason of the suspension of regular mail service as
a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event of CARAT 200__-__ Noteholders when such notice is
required to be given pursuant to any

                                      -56-
<PAGE>

provision of this CARAT Indenture, then any manner of giving such notice as
shall be satisfactory to the CARAT Indenture Trustee shall be deemed to be a
sufficient giving of such notice.

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

      SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any
provision of this CARAT Indenture or any of the CARAT 200__-__ Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a CARAT
200__-__ Note providing for a method of payment, or notice by the CARAT
Indenture Trustee or any Paying Agent to such Holder, that is different from the
methods provided for in this CARAT Indenture for such payments or notices. The
Issuer shall furnish to the CARAT Indenture Trustee a copy of each such
agreement and the CARAT Indenture Trustee shall cause payments to be made and
notices to be given in accordance with such agreements and at the expense of the
Issuer.

      SECTION 11.7 Conflict with Trust Indenture Act.

            (a) If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included in this CARAT Indenture
by any of the provisions of the TIA, such required provision shall control.

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

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

      SECTION 11.9 Successors and Assigns.

            (a) All covenants and agreements in this CARAT Indenture and the
CARAT 200__-__ Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not.

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

      SECTION 11.10 Severability. In case any provision in this CARAT Indenture
or in the CARAT 200__-__ Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

      SECTION 11.11 Benefits of CARAT Indenture. Nothing in this CARAT Indenture
or in the CARAT 200__-__ Notes, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and to the extent
expressly provided herein, the CARAT 200__-__ Noteholders, the CARAT 200__-__
Certificateholders, any other party secured

                                      -57-
<PAGE>

hereunder, any other Person with an ownership interest in any part of the CARAT
Trust Estate and any holder of a Third Party Instrument, any benefit or any
legal or equitable right, remedy or claim under this CARAT Indenture. The holder
of a Third Party Instrument shall be a third-party beneficiary to this CARAT
Indenture only to the extent that it has any rights specified herein or rights
with respect to this CARAT Indenture specified under the Swap Counterparty
Rights Agreement.

      SECTION 11.12 Legal Holidays. If the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
CARAT 200__-__ Notes or this CARAT Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

      SECTION 11.13 GOVERNING LAW. THIS CARAT INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER
JURISDICTION OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER
THIS CARAT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

      SECTION 11.15 Recording of CARAT Indenture. If this CARAT Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the CARAT Indenture Trustee or any other
counsel reasonably acceptable to the CARAT Indenture Trustee) to the effect that
such recording is necessary either for the protection of the CARAT 200__-__
Noteholders or any other Person secured hereunder or for the enforcement of any
right or remedy granted to the CARAT Indenture Trustee under this CARAT
Indenture.

      SECTION 11.16 No Recourse. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the CARAT Owner
Trustee or the CARAT Indenture Trustee on the CARAT 200__-__ Notes or under this
CARAT Indenture or any certificate or other writing delivered in connection
herewith or therewith, against:

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

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

            (c) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the CARAT Indenture Trustee or the CARAT Owner Trustee in
its individual capacity, the Seller or any other holder of a beneficial interest
in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any
successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in
its individual capacity (or any of their successors or assigns), except

                                      -58-
<PAGE>

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

      SECTION 11.17 No Petition. The CARAT Indenture Trustee, by entering into
this CARAT Indenture, and each CARAT 200__-__ Noteholder and Note Owner, by
accepting a CARAT 200__-__ Note (or interest therein) issued hereunder, hereby
covenant and agree that they shall not, prior to the date which is one year and
one day after the termination of this CARAT Indenture with respect to the Issuer
pursuant to Section 4.1, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

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

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

                                    * * * * *

                                      -59-
<PAGE>

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

                                         CAPITAL AUTO RECEIVABLES ASSET
                                         TRUST 200__-__

                                         By: __________________________________,
                                             not in its individual capacity but
                                             solely as CARAT Owner Trustee

                                         By:  _________________________________
                                         Name:
                                         Title:

                                         ______________________________________,
                                         not in its individual capacity but
                                           solely as CARAT Indenture Trustee,

                                         By:  _________________________________
                                         Name:
                                         Title:

                                       S-1                             Indenture
<PAGE>

STATE OF __________________)
                           ) ss
COUNTY OF _________________)

      BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared , known to me to be the person
and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said Capital Auto
Receivables Asset Trust 200__-__, a Delaware statutory trust, and that she
executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___ day of _________ ___,

                              Notary Public in and for the State of ___________

My commission expires:

                                                                       Indenture
<PAGE>

STATE OF _____________)
                      ) ss
COUNTY OF_____________)

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

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___ day of _________ ___,

                             Notary Public in and for the State of ___________

My commission expires:

______________________________

                                                                       Indenture

<PAGE>

                                                                       EXHIBIT A
                                   LOCATION OF
                      SCHEDULE OF COLT 200 - SECURED NOTES

The Schedule of COLT 200 - Secured Notes is on file at the offices of: - ---

1.    The CARAT Indenture Trustee

2.    The CARAT Owner Trustee

3.    The COLT Indenture Trustee

4.    General Motors Acceptance Corporation

5.    Capital Auto Receivables, Inc.

                                                                       Indenture

<PAGE>

                                                                       EXHIBIT B

                        FORM OF NOTE DEPOSITORY AGREEMENT

                                                                       Indenture

<PAGE>

                                                                     EXHIBIT C-1

                  FORM OF [CLASS A-__,][CLASS A-__][CLASS A-__]
                          FIXED RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

                        Unless this CARAT 200__-__ Note is presented by an
            authorized representative of The Depository Trust Company, a New
            York corporation ("DTC"), to the Issuer or its agent for
            registration of transfer, exchange or payment, and any CARAT
            200__-__ 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 CARAT 200__-__ NOTE IS PAYABLE AS SET
      FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CARAT
      200__-__ NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
      HEREOF.

                  CAPITAL AUTO RECEIVABLES ASSET TRUST 200__-__

            [CLASS A-__,][CLASS A-__][CLASS A-__] ASSET BACKED NOTES

            CAPITAL AUTO RECEIVABLES ASSET TRUST 200__-__, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
or such lesser outstanding amount as may be payable in accordance with the
Indenture (as defined on the reverse side of this CARAT 200__-__ Note), on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction, the numerator of which is the principal amount hereof and the
denominator of which is aggregate principal amount for such [CLASS A-__][CLASS
A-__][CLASS A-__] Notes by (ii) the aggregate amount, if any, payable on such
Distribution Date from the Note Distribution Account in respect of principal on
the [CLASS A-__][CLASS A-__][CLASS A-__] Notes pursuant to Sections 2.7, 3.1 and
8.2(c) of the CARAT Indenture; provided, however, that

                                     C-1-1
<PAGE>

the entire unpaid principal amount of this CARAT 200__-__ Note shall be due and
payable on ___________ (the "Final Scheduled Distribution Date"), unless the
CARAT 200__-__ Note is earlier redeemed, pursuant to Section 10.1 of the CARAT
Indenture, in which case such unpaid principal amount shall be due on the
Redemption Date. The Issuer shall pay interest on this CARAT 200__-__ Note at
the rate per annum shown above on each Distribution Date until the principal of
this CARAT 200__-__ Note is paid or made available for payment on the principal
amount of this CARAT 200__-__ Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on the preceding
Distribution Date (or, for the initial Distribution Date, the outstanding
principal balance on the Closing Date)). Interest on the [CLASS A-__][CLASS
A-__][CLASS A-__] Notes will accrue from and including the Closing Date, and
will be payable on each Distribution Date in an amount equal to the CARAT
200__-__ Noteholders' Interest Distributable Amount for such Distribution Date
for the [CLASS A-__][CLASS A-__][CLASS A-__] Notes. Interest will be computed on
the basis of a 360-day year of twelve 30-day months (or, in the case of the
initial Distribution Date, 43/360). Such principal of and interest on this CARAT
200__-__ Note shall be paid in the manner specified on the reverse hereof. All
interest payments on each class of CARAT 200__-__ Notes on any Distribution Date
shall be made pro rata to the CARAT 200__-__ Noteholders of such class entitled
thereto.

            The principal of and interest on this CARAT 200__-__ Note are
payable in such coin or currency of the United States of America which, at the
time of payment, is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this CARAT 200__-__ Note shall be
applied first to interest due and payable on this CARAT 200__-__ Note as
provided above and then to the unpaid principal of this CARAT 200__-__ Note.

            Reference is made to the further provisions of this CARAT 200__-__
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this CARAT 200__-__ Note.

            Unless the certificate of authentication hereon has been executed by
the CARAT Indenture Trustee whose name appears below by manual signature, this
CARAT 200__-__ Note shall not be entitled to any benefit under the CARAT
Indenture referred to on the reverse hereof or be valid or obligatory for any
purpose.

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

Date: ____________
                                         CAPITAL AUTO RECEIVABLES ASSET
                                         TRUST 200__-__

                                         By: DEUTSCHE BANK TRUST COMPANY
                                             DELAWARE, not in its individual
                                             capacity but solely as CARAT Owner
                                             Trustee

                                         By: __________________________________
                                         Name:
                                         Title:

                                     C-1-2
<PAGE>

             CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the CARAT 200__-__ Notes designed above and referred
to in the within-mentioned CARAT Indenture.

                                      _____________________________, not in its
                                      individual capacity but solely as CARAT
                                      Indenture Trustee

                                      By: ______________________________________
                                      Name:
                                      Title:

                                     C-1-3
<PAGE>

                                 REVERSE OF NOTE

            This CARAT 200__-__ Note is one of a duly authorized issue of CARAT
200__-__ Notes of the Issuer, designated as [CLASS A-__][CLASS A-__][CLASS A-__]
Fixed Rate Asset Backed Notes (herein called the "[CLASS A-__][CLASS A-__][CLASS
A-__] NOTES"), all issued under a CARAT Indenture, dated as of ____________
(such CARAT Indenture, as supplemented or amended, is herein called the "CARAT
Indenture"), between the Issuer and ______________________, as trustee (the
"CARAT Indenture Trustee", which term includes any successor trustee under the
CARAT Indenture), to which CARAT Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT
200__-__ Noteholders. The [CLASS A-__][CLASS A-__][CLASS A-__] Notes are one of
several duly authorized classes of CARAT 200__-__ Notes of the Issuer issued
pursuant to the CARAT Indenture (collectively, as to all CARAT 200__-__ Notes of
all such classes, the "CARAT 200__-__ Notes"). The CARAT 200__-__ Notes are
governed by and subject to all terms of the CARAT Indenture (which terms are
incorporated herein and made a part hereof), to which CARAT Indenture the Holder
of this CARAT 200__-__ Note by virtue of acceptance hereof assents and by which
such Holder is bound. All capitalized terms used and not otherwise defined in
this CARAT 200__-__ Note that are defined in the CARAT Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the CARAT Indenture.

            The [CLASS A-__][CLASS A-__][CLASS A-__] Notes and all other CARAT
200__-__ Notes issued pursuant to the CARAT Indenture are and will be equally
and ratably secured by the Collateral pledged as security therefor as provided
in the CARAT Indenture.

            Each CARAT 200__-__ Noteholder or Note Owner will be deemed to
represent that either (A)(i) it is not an "employee benefit plan" (as defined in
Section 3(3) of the United States 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 Internal Revenue
Code of 1986 (as amended) (the "Code") or (iii) any entity whose underlying
assets include plan assets by reason of a plan's investment in the entity or (B)
the purchase and holding of the CARAT 200__-__ Note will not result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code.

            Each CARAT 200__-__ Noteholder or Note Owner, by acceptance of a
CARAT 200__-__ Note or, in the case of a Note Owner, a beneficial interest in a
CARAT 200__-__ Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the CARAT
Owner Trustee or the CARAT Indenture Trustee on the CARAT 200__-__ Notes or
under the CARAT Indenture or any certificate or other writing delivered in
connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner
Trustee in their individual capacities, (ii) the Seller or any other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT
Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee
or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner
Trustee in their individual capacities, except as any such Person may have
expressly

                                     C-1-4
<PAGE>

agreed and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any instalment or call
owing to such entity.

            Each CARAT 200__-__ Noteholder or Note Owner, by acceptance of a
CARAT 200__-__ Note or, in the case of a Note Owner, a beneficial interest in a
CARAT 200__-__ Note, covenants and agrees that by accepting the benefits of the
CARAT Indenture such CARAT 200__-__ Noteholder will not, prior to the date which
is one year and one day after the termination of the CARAT Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

            Each CARAT 200__-__ Noteholder, by acceptance of a CARAT 200__-__
Note or, in the case of a Note Owner, a beneficial interest in a CARAT 200__-__
Note, expresses its intention that this CARAT 200__-__ Note qualifies under
applicable tax law as indebtedness secured by the Collateral and, unless
otherwise required by appropriate taxing authorities, agrees to treat the CARAT
200__-__ Notes as indebtedness secured by the Collateral for the purpose of
federal income taxes, state and local income and franchise taxes, Michigan
single business tax, and any other taxes imposed upon, measured by or based upon
gross or net income.

            Prior to the due presentment for registration of transfer of this
CARAT 200__-__ Note, the Issuer, the CARAT Indenture Trustee and any agent of
the Issuer or the CARAT Indenture Trustee may treat the Person in whose name
this CARAT 200__-__ Note (as of the day of determination or as of such other
date as may be specified in the CARAT Indenture) is registered as the owner
hereof for all purposes, whether or not this CARAT 200__-__ Note shall be
overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

            The CARAT Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 200__-__ Noteholders under
the CARAT Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of the Outstanding Amount of all the CARAT
200__-__ Notes. The CARAT Indenture also contains provisions permitting the
Holders of Notes representing specified percentages of the Outstanding Amount of
the Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the CARAT Indenture and certain past defaults
under the CARAT Indenture and their consequences. Any such consent or waiver by
the Holder of this CARAT 200__-__ Note (or any one of more Predecessor Notes)
shall be conclusive and binding upon such Holder and upon all future Holders of
this CARAT 200__-__ Note and of any CARAT 200__-__ 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 CARAT 200__-__ Note.
The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive
certain terms and conditions set forth in the CARAT Indenture without the
consent of the CARAT 200__-__ Noteholders.

                                     C-1-5
<PAGE>

            The term "Issuer" as used in this CARAT 200__-__ Note includes any
successor to the Issuer under the CARAT Indenture.

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

            The CARAT 200__-__Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

            This CARAT 200__-__Note and the Indenture shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

            No reference herein to the CARAT Indenture and no provision of this
CARAT 200__-__ Note or of the CARAT Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this CARAT 200__-__ Note at the times, place and
rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the CARAT Basic Documents, neither the Seller, the Servicer, the
CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective
individual capacities, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 200__-__ Note or the CARAT Indenture,
it being expressly understood that said covenants, obligations and
indemnifications have been made by the CARAT Owner Trustee solely as the CARAT
Owner Trustee in the assets of the Issuer. The Holder of this Note by the
acceptance hereof agrees that, except as expressly provided in the CARAT Basic
Documents, in the case of an Event of Default under the CARAT Indenture, the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Issuer
for any and all liabilities, obligations and undertakings contained in the
Indenture or in this CARAT 200__-__ Note.

                                     C-1-6
<PAGE>

                                   ASSIGNMENT

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

_______________________

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

____________________________________________________________________________
               (name and address of assignee)

the within CARAT 200__-__ Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________________________, as attorney, to
transfer said CARAT 200__-__ Note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated:_____________________        __________________________________________(1)

                                            Signature Guaranteed:

__________________________         __________________________________________

----------
(1) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within CARAT 200__-__ Note in
every particular, without alteration, enlargement or any change whatsoever.

                                     C-1-7
<PAGE>

                                                                     EXHIBIT C-2
                               FORM OF CLASS A-__
                         FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                   CUSIP NO. N/A

                        THE SECURITIES REPRESENTED BY THIS CARAT 200__-__NOTE
            WERE ORIGINALLY ISSUED ON ______________, HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
            APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED
            IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
            OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
            REGISTRATION THEREUNDER.

                  THIS CARAT 200__-__ NOTE (AND INTERESTS THEREIN) ARE ALSO
      SUBJECT TO THE RESTRICTIONS SET FORTH IN THE CARAT INDENTURE REFERENCED
      BELOW.

                  THE PRINCIPAL OF THIS CARAT 200__-__ NOTE IS PAYABLE AS SET
      FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CARAT
      200__-__ NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
      HEREOF.

                  CAPITAL AUTO RECEIVABLES ASSET TRUST 200__-__

                   CLASS A-__ FLOATING RATE ASSET BACKED NOTES

            CAPITAL AUTO RECEIVABLES ASSET TRUST 200__-__, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of _______ DOLLARS
($______) payable in accordance with the CARAT Indenture (as defined on the
reverse side of this CARAT 200__-__ Note), on each Distribution Date in an
amount equal to the result obtained by multiplying (i) a fraction, the numerator
of which is the initial principal amount hereof and the denominator of which is
the initial aggregate principal amount for such Class A-__ Notes, by (ii) the
aggregate amount, if any, payable on such Distribution Date from the CARAT
200__-__ Note Distribution Account in respect of principal on the Class A-__
Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided,
however, that the entire unpaid principal amount of this CARAT 200__-__

                                     C-2-1
<PAGE>

Note shall be due and payable on ___________________ (the "Final Scheduled
Distribution Date"). The Issuer shall pay interest on this CARAT 200__-__ Note
on each Distribution Date until the principal of this CARAT 200__-__ Note is
paid or made available for payment on the principal amount of this CARAT
200__-__ Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on the preceding Distribution Date (or,
for the initial Distribution Date, the outstanding principal balance on the
Closing Date)). Interest on the Class A-__ Notes will accrue from and including
the Closing Date, and will be payable on each Distribution Date in an amount
equal to the CARAT 200__-__ Noteholders' Interest Distributable Amount for such
Distribution Date for the Class A-__ Notes. Interest will be computed on the
basis of actual number of days elapsed from and including the prior Distribution
Date (or, in the case of the first Distribution Date, from and including the
Closing Date) to but excluding the current Distribution Date and a 360-day year.
Such principal of and interest on this CARAT 200__-__ Note shall be paid in the
manner specified on the reverse hereof. All interest payments on each class of
CARAT 200__-__ Notes on any Distribution Date shall be made pro rata to the
CARAT 200__-__ Noteholders of such class entitled thereto.

            The principal of and interest on this CARAT 200__-__ Note are
payable in such coin or currency of the United States of America which, at the
time of payment, is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this CARAT 200__-__ Note shall be
applied first to interest due and payable on this CARAT 200__-__ Note as
provided above and then to the unpaid principal of this CARAT 200__-__ Note.

            Reference is made to the further provisions of this CARAT 200__-__
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this CARAT 200__-__ Note.

            Unless the certificate of authentication hereon has been executed by
the CARAT Indenture Trustee whose name appears below by manual signature, this
CARAT 200__-__ Note shall not be entitled to any benefit under the CARAT
Indenture referred to on the reverse hereof or be valid or obligatory for any
purpose.

                                     C-2-2
<PAGE>

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

Date: ___________________
                                         CAPITAL AUTO RECEIVABLES ASSET TRUST
                                         200___-__

                                         By: __________________________________,
                                             not in its individual capacity
                                             but solely as CARAT Owner Trustee

                                         By: ___________________________________
                                         Name:
                                         Title:

             CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the CARAT 200__-__ Notes designed above and referred
to in the within-mentioned CARAT Indenture.

                                       _____________________________, not in its
                                       individual capacity but solely as CARAT
                                       Indenture Trustee

                                       By: ____________________________________
                                       Name:
                                       Title:

                                     C-2-3
<PAGE>

                                 REVERSE OF NOTE

            This CARAT 200__-__ Note is one of a duly authorized issue of CARAT
200_-__ Notes of the Issuer, designated as its Class A-__ Floating Rate Asset
Backed Notes (herein called the "Class A-__ Notes"), all issued under an CARAT
Indenture, dated as of ____________ (such CARAT Indenture, as supplemented or
amended, is herein called the "CARAT Indenture"), between the Issuer and , as
trustee (the "CARAT Indenture Trustee", which term includes any successor
trustee under the CARAT Indenture), to which CARAT Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and
the CARAT 200__-__ Noteholders. The Class A-__ Notes are one of several duly
authorized classes of CARAT 200__-__ Notes of the Issuer issued pursuant to the
CARAT Indenture (collectively, as to all CARAT 200__-__ Notes of all such
classes, the "CARAT 200__-__ Notes"). The CARAT 200__-__ Notes are governed by
and subject to all terms of the CARAT Indenture (which terms are incorporated
herein and made a part hereof), to which CARAT Indenture the Holder of this
CARAT 200__-__ Note by virtue of acceptance hereof assents and by which such
Holder is bound. All capitalized terms used and not otherwise defined in this
CARAT 200__-__ Note that are defined in the CARAT Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the CARAT
Indenture.

            The Class A-__ Notes and all other CARAT 200__-__ Notes issued
pursuant to the CARAT Indenture are and will be equally and ratably secured by
the Collateral pledged as security therefor as provided in the CARAT Indenture.

            Each CARAT 200__-__ Noteholder or Note Owner will be deemed to
represent that either (A) (i) it is not an "employee benefit plan" (as defined
in Section 3(3) of the United States Employee Retirement Income Security Act of
1974, as amended ("ERISA"), that is subject to the provisions of Title I of
ERISA, (ii) a "plan" as described in Section 4875(e)(1) of the Internal Revenue
Code of 1986, as amended (the "Code") or (iii) any entity whose underlying
assets include plan assets by reason of a plan's investment in the entity or (B)
the purchase and holding of the CARAT 200__-__ Note will not result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code.

            Each CARAT 200__-__ Noteholder or Note Owner, by acceptance of a
CARAT 200__-__ Note or, in the case of a Note Owner, a beneficial interest in a
CARAT 200__-__ Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the CARAT
Owner Trustee or the CARAT Indenture Trustee on the CARAT 200__-__ Notes or
under the CARAT Indenture or any certificate or other writing delivered in
connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner
Trustee in their individual capacities, (ii) the Seller or any other owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT
Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee
or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner
Trustee in their individual capacities, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent

                                     C-2-4
<PAGE>

provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any instalment or call owing to such
entity.

            Each CARAT 200__-__ Noteholder or Note Owner, by acceptance of a
CARAT 200__-__ Note or, in the case of a Note Owner, a beneficial interest in a
CARAT 200__-__ Note, covenants and agrees that by accepting the benefits of the
CARAT Indenture such CARAT 200__-__ Noteholder will not, prior to the date which
is one year and one day after the termination of the CARAT Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

            Each CARAT 200__-__ Noteholder, by acceptance of a CARAT 200__-__
Note or, in the case of a Note Owner, a beneficial interest in a CARAT 200__-__
Note, expresses its intention that this CARAT 200__-__ Note qualifies under
applicable tax law as indebtedness secured by the Collateral and, unless
otherwise required by appropriate taxing authorities, agrees to treat the CARAT
200__-__ Notes as indebtedness secured by the Collateral for the purpose of
federal income taxes, state and local income and franchise taxes, Michigan
single business tax, and any other taxes imposed upon, measured by or based upon
gross or net income.

            Prior to the due presentment for registration of transfer of this
CARAT 200__-__ Note, the Issuer, the CARAT Indenture Trustee and any agent of
the Issuer or the CARAT Indenture Trustee may treat the Person in whose name
this CARAT 200__-__ Note (as of the day of determination or as of such other
date as may be specified in the Indenture) is registered as the owner hereof for
all purposes, whether or not this CARAT 200__-__ Note shall be overdue, and
neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be
affected by notice to the contrary.

            The CARAT Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the CARAT 200__-__ Noteholders under
the CARAT Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of the Outstanding Amount of all the CARAT
200__-__ Notes. The CARAT Indenture also contains provisions permitting the
Holders of Notes representing specified percentages of the Outstanding Amount of
the CARAT 200__-__ Notes, on behalf of the Holders of all the CARAT 200__-__
Notes, to waive compliance by the Issuer with certain provisions of the CARAT
Indenture and certain past defaults under the CARAT Indenture and their
consequences. Any such consent or waiver by the Holder of this CARAT 200__-__
Note (or any one of more Predecessor Notes) shall be conclusive and binding upon
such Holder and upon all future Holders of this CARAT 200__-__ Note and of any
CARAT 200__-__ 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 CARAT 200__-__ Note. The CARAT Indenture also permits
the CARAT Indenture Trustee to amend or waive certain terms and conditions set
forth in the CARAT Indenture without the consent of the CARAT 200__-__
Noteholders.

                                     C-2-5
<PAGE>

            The term "Issuer" as used in this CARAT 200__-__ Note includes any
successor to the Issuer under the CARAT Indenture.

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

            The CARAT 200__-__ Notes are issuable only in registered form in
denominations as provided in the CARAT Indenture, subject to certain limitations
therein set forth.

            This CARAT 200__-__ Note and the CARAT Indenture shall be construed
in accordance with the laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

            No reference herein to the CARAT Indenture and no provision of this
CARAT 200__-__ Note or of the CARAT Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this CARAT 200__-__ Note at the times, place and
rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the CARAT Basic Documents, neither the Seller, the Servicer, the
CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective
individual capacities, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this CARAT 200__-__ Note or the CARAT Indenture,
it being expressly understood that said covenants, obligations and
indemnifications have been made by the CARAT Owner Trustee solely as the CARAT
Owner Trustee in the assets of the Issuer. The Holder of this Note by the
acceptance hereof agrees that, except as expressly provided in the CARAT Basic
Documents, in the case of an Event of Default under the CARAT Indenture, the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Issuer
for any and all liabilities, obligations and undertakings contained in the CARAT
Indenture or in this CARAT 200__-__ Note.

                                     C-2-6
<PAGE>

                                   ASSIGNMENT

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

_____________________

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

______________________________________________________
            (name and address of assignee)

the within CARAT 200__-__ Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________________________, as attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.

Dated:_________________                 _____________________________________(2)

                                                   Signature Guaranteed:

______________________                  _____________________________________

----------
(2) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within CARAT 200__-__Note in
every particular, without alteration, enlargement or any change whatsoever.

<PAGE>

                                                                       EXHIBIT D
                              RULE 144A CERTIFICATE

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

___________________________,
as CARAT Indenture Trustee
[Address]

Ladies and Gentlemen:

      In connection with the purchase of the Class A-__ Floating Rate Asset
Backed Note, (the "Class A-__ Notes") of the Capital Auto Receivables Asset
Trust 200__-__, the undersigned buyer ("Buyer"") hereby acknowledges, represents
and agrees that:

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

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

<PAGE>

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

                                         ______________________________________
                                         Print Name of Buyer

                                         By:  ________________________________

                                         Name:

                                         Title:

                                         Date:  ______________________________