INDENTURE


                                  between


                       MMCA AUTO OWNER TRUST 2001-3,
                                 as Issuer,


                                    and


                  BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                            as Indenture Trustee


                        Dated as of October 1, 2001


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

                   $[ ] [ ]% Class A-1 Asset Backed Notes
              $[ ] Floating Rate Class A-2 Asset Backed Notes
              $[ ] Floating Rate Class A-3 Asset Backed Notes
              $[ ] Floating Rate Class A-4 Asset Backed Notes
                    $[ ] [ ]% Class B Asset Backed Notes
                        ---------------------------



                           CROSS REFERENCE TABLE(1)
                           ---------------------

  TIA                                                                 Indenture
Section                                                                Section
-------                                                               ---------

310   (a)(1)...............................................................6.11
      (a)(2)...............................................................6.11
      (a)(3)...............................................................6.10
      (a)(4)..............................................................N.A.2
      (a)(5)...............................................................6.11
      (b).............................................................6.8; 6.11
      (c)..................................................................N.A.
311   (a)..................................................................6.12
      (b)..................................................................6.12
      (c)..................................................................N.A.
312 (a).....................................................................7.1
      (b)...................................................................7.2
      (c)...................................................................7.2
313   (a)...................................................................7.4
      (b)(1)................................................................7.4
      (b)(2)..........................................................7.4; 11.5
      (c)...................................................................7.4
      (d)...................................................................7.3
314   (a)...................................................................7.3
      (b).................................................................11.15
      (c)(1)...............................................................11.1
      (c)(2)...............................................................11.1
      (c)(3)...............................................................11.1
      (d)..................................................................11.1
      (e)..................................................................11.1
      (f)..................................................................11.1
315   (a)...................................................................6.1
      (b).............................................................6.5; 11.5
      (c)...................................................................6.1
      (d)...................................................................6.1
      (e)..................................................................5.13
316   (a) (last sentence)...................................................1.1
      (a)(1)(A)............................................................5.11
      (a)(1)(B)............................................................5.12
      (a)(2)...............................................................N.A.
      (b)...................................................................5.7
      (c)...................................................................N.A
317   (a)(1)................................................................5.3
      (a)(2)................................................................5.3
      (b)...................................................................3.3
318   (a)..................................................................11.7
-----------------------
(1) Note: This Cross Reference Table shall not, for any purpose, be deemed
to be part of this Indenture.

(2) N.A. means Not Applicable.



                             TABLE OF CONTENTS

                                                                           Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE                          2

   SECTION 1.1          Definitions.                                          2

   SECTION 1.2          Incorporated by Reference of Trust Indenture Act     13

   SECTION 1.3          Rules of Construction                                14

ARTICLE II THE NOTES                                                         14

   SECTION 2.1          Form.                                                14

   SECTION 2.2          Execution, Authentication and Delivery.              15

   SECTION 2.3          Temporary Notes.                                     15

   SECTION 2.4          Tax Treatment                                        16

   SECTION 2.5          Registration; Registration of Transfer and Exchange. 16

   SECTION 2.6          Mutilated, Destroyed, Lost or Stolen Notes.          17

   SECTION 2.7          Persons Deemed Owner                                 18

   SECTION 2.8          Payments.                                            18

   SECTION 2.9          Cancellation                                         22

   SECTION 2.10         Release of Collateral                                22

   SECTION 2.11         Book-Entry Notes                                     23

   SECTION 2.12         Notices to Clearing Agency                           24

   SECTION 2.13         Definitive Notes                                     24

   SECTION 2.14         Authenticating Agents                                24

ARTICLE III COVENANTS                                                        25

   SECTION 3.1          Payment Covenant                                     25

   SECTION 3.2          Maintenance of Office or Agency                      25

   SECTION 3.3          Money for Payments To Be Held in Trust               25

   SECTION 3.4          Existence                                            27

   SECTION 3.5          Protection of Trust Estate                           27

   SECTION 3.6          Opinions as to Trust Estate                          27

   SECTION 3.7          Performance of Obligations; Servicing of
                        Receivables                                          28

   SECTION 3.8          Negative Covenants                                   29

   SECTION 3.9          Annual Statement as to Compliance                    30

   SECTION 3.10         Consolidation, Merger, etc., of the Issuer;
                        Disposition of Subtrust Assets.                      31

   SECTION 3.11         No Other Business                                    31

   SECTION 3.12         No Borrowing                                         31

   SECTION 3.13         Servicer's Obligations                               31

   SECTION 3.14         Guarantees, Loans, Advances and Other Liabilities    31

   SECTION 3.15         Capital Expenditures                                 31

   SECTION 3.16         Further Instruments and Acts                         31

   SECTION 3.17         Restricted Payments                                  31

   SECTION 3.18         Notice of Events of Default                          32

   SECTION 3.19         Removal of Administrator                             32

   SECTION 3.20         Calculation Agent                                    32

ARTICLE IV SATISFACTION AND DISCHARGE                                        32

   SECTION 4.1          Satisfaction and Discharge of Indenture.             32

   SECTION 4.2          Satisfaction and Discharge of the Notes.             34

   SECTION 4.3          Application of Trust Money                           35

   SECTION 4.4          Repayment of Monies Held by Paying Agent             35

ARTICLE V REMEDIES                                                           35

   SECTION 5.1          Events of Default                                    35

   SECTION 5.2          Acceleration of Maturity; Rescission and Annulment   37

   SECTION 5.3          Collection of Indebtedness and Suits for
                        Enforcement by Indenture Trustee                     38

   SECTION 5.4          Remedies; Priorities                                 40

   SECTION 5.5          Optional Preservation of the Receivables             41

   SECTION 5.6          Limitation of Suits                                  41

   SECTION 5.7          Unconditional Rights of Noteholders To Receive
                        Principal and Interest                               42

   SECTION 5.8          Restoration of Rights and Remedies                   42

   SECTION 5.9          Rights and Remedies Cumulative                       43

   SECTION 5.10         Delay or Omission Not a Waiver                       43

   SECTION 5.11         Control by Noteholders                               43

   SECTION 5.12         Waiver of Past Default                               43

   SECTION 5.13         Undertaking for Costs                                44

   SECTION 5.14         Waiver of Stay or Extension Laws                     44

   SECTION 5.15         Action on Notes                                      44

   SECTION 5.16         Performance and Enforcement of Certain Obligations   44

ARTICLE VI THE INDENTURE TRUSTEE                                             46

   SECTION 6.1          Duties of Indenture Trustee                          46

   SECTION 6.2          Rights of Indenture Trustee                          47

   SECTION 6.3          Individual Rights of Indenture Trustee               48

   SECTION 6.4          Indenture Trustee's Disclaimer                       48

   SECTION 6.5          Notice of Defaults                                   48

   SECTION 6.6          Reports by Indenture Trustee to Holders              49

   SECTION 6.7          Compensation and Indemnity                           49

   SECTION 6.8          Replacement of Indenture Trustee                     49

   SECTION 6.9          Successor Indenture Trustee by Merger                50

   SECTION 6.10         Appointment of Co-Indenture Trustee or Separate
                        Indenture Trustee                                    51

   SECTION 6.11         Eligibility; Disqualification                        52

   SECTION 6.12         Preferential Collection of Claims Against Issuer     53

   SECTION 6.13         Pennsylvania Motor Vehicle Sales Finance Act
                        Licenses                                             53

   SECTION 6.14         Interest Rate Swap Provisions                        53

ARTICLE VII NOTEHOLDERS' LISTS; REPORTING                                    55

   SECTION 7.1          Issuer To Furnish Indenture Trustee Names and
                        Addresses of Noteholders                             55

   SECTION 7.2          Preservation of Information; Communications to
                        Noteholders                                          56

   SECTION 7.3          Reporting by Issuer                                  56

   SECTION 7.4          Reporting and Notices by Indenture Trustee           56

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES                            57

   SECTION 8.1          Collection of Money                                  57

   SECTION 8.2          Trust Accounts                                       57

   SECTION 8.3          General Provisions Regarding Accounts                58

   SECTION 8.4          Release of Trust Estate                              59

   SECTION 8.5          Opinion of Counsel                                   59

ARTICLE IX SUPPLEMENTAL INDENTURES                                           59

   SECTION 9.1          Supplemental Indentures Without
                        Consent of Noteholders.                              59

   SECTION 9.2          Supplemental Indentures with Consent
                        of Noteholders                                       61

   SECTION 9.3          Execution of Supplemental Indentures                 63

   SECTION 9.4          Effect of Supplemental Indenture                     64

   SECTION 9.5          Conformity with Trust Indenture Act                  64

   SECTION 9.6          Reference in Notes to Supplemental Indentures        64

ARTICLE X REDEMPTION OF NOTES                                                64

   SECTION 10.1         Redemption                                           64

   SECTION 10.2         Form of Redemption Notice                            65

   SECTION 10.3         Notes Payable on Redemption Date                     65

ARTICLE XI MISCELLANEOUS                                                     65

   SECTION 11.1         Compliance Certificates and Opinions, etc.           65

   SECTION 11.2         Form of Documents Delivered to Indenture Trustee     67

   SECTION 11.3         Acts of Noteholders                                  68

   SECTION 11.4         Notices, etc., to Indenture Trustee,
                        Issuer and Rating Agencies                           68

   SECTION 11.5         Notices to Noteholders; Waiver                       70

   SECTION 11.6         Alternate Payment and Notice Provisions              71

   SECTION 11.7         Conflict with Trust Indenture Act                    71

   SECTION 11.8         Effect of Headings and Table of Contents             71

   SECTION 11.9         Successors and Assigns                               71

   SECTION 11.10        Separability                                         71

   SECTION 11.11        Benefits of Indenture                                71

   SECTION 11.12        Legal Holiday                                        72

   SECTION 11.13        Governing Law                                        72

   SECTION 11.14        Counterparts                                         72

   SECTION 11.15        Recording of Indenture                               72

   SECTION 11.16        Trust Obligation                                     72

   SECTION 11.17        No Petition; Subordination; Claims Against Seller    72

   SECTION 11.18        Inspection                                           73

   SECTION 11.19        Employee Benefit Plans                               73

                                 SCHEDULES

   SCHEDULE A           Schedule of Receivables............................SA-1
   SCHEDULE I           List of Permitted Investments......................SI-1

                                  EXHIBITS

   EXHIBIT A-1          Form of Class A-1 Note............................A-1-1
   EXHIBIT A-2          Form of Class A-2 Note............................A-2-1
   EXHIBIT A-3          Form of Class A-3 Note............................A-3-1
   EXHIBIT A-4          Form of Class A-4 Note............................A-4-1
   EXHIBIT B            Form of Class B Note................................B-1
   EXHIBIT C            Form of Opinion of Counsel Pursuant to
                        Section 3.6(a)......................................C-1



         INDENTURE, dated as of October 1, 2001 (as amended, supplemented
or otherwise modified and in effect from time to time, this "Indenture"),
between MMCA AUTO OWNER TRUST 2001-3, a Delaware business trust (the
"Issuer"), and BANK OF TOKYO-MITSUBISHI TRUST COMPANY, a New York banking
corporation, as trustee for the benefit of the Noteholders and as agent for
the Swap Counterparties, and not in its individual capacity (in such
capacity, the "Indenture Trustee").

         Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the holders of the Issuer's [ ]%
Class A-1 Asset Backed Notes (the "Class A-1 Notes"), Class A-2 Floating
Rate Asset Backed Notes (the "Class A-2 Notes"), Class A-3 Floating Rate
Asset Backed Notes (the "Class A-3 Notes"), Class A-4 Floating Rate Asset
Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes,
the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and [ ]%
Class B Asset Backed Notes (the "Class B Notes" and together with the Class
A Notes, the "Notes") and the Swap Counterparties:


                              GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as Indenture Trustee for the benefit of the Holders of the Notes and
the Swap Counterparties, all of the Issuer's right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or
arising (a) the Receivables; (b) with respect to Actuarial Receivables,
monies due thereunder after the Cutoff Date (including Payaheads) and, with
respect to Simple Interest Receivables, monies received thereunder after
the Cutoff Date; (c) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of
the Issuer in the Financed Vehicles; (d) all rights to receive proceeds
with respect to the Receivables from claims on any physical damage, theft,
credit life or disability insurance policies covering the Financed Vehicles
or Obligors; (e) all rights to receive proceeds with respect to the
Receivables from recourse to Dealers thereon pursuant to the Dealer
Agreements; (f) all rights to the Receivable Files; (g) the Trust Accounts
and all amounts, securities, financial assets, investments and other
property deposited in or credited to any of the foregoing and all proceeds
thereof; (h) all rights under the Sale and Servicing Agreement and the
Yield Supplement Agreement; (i) all rights under the Purchase Agreement,
including the right of the Seller to cause MMCA to repurchase Receivables
from the Seller; (j) all payments and proceeds with respect to the
Receivables held by the Servicer; (k) all property (including the right to
receive Liquidation Proceeds and Recoveries and Financed Vehicles and the
proceeds thereof acquired by the Issuer pursuant to the terms of a Final
Payment Receivable), guarantees and other collateral securing a Receivable
(other than a Receivable purchased by the Servicer or repurchased by the
Seller); (l) all rebates of premiums and other amounts relating to
insurance policies and other items financed under the Receivables in effect
as of the Cutoff Date; (m) all of the Issuer's rights in the Interest Rate
Swap Agreements; and (n) all present and future claims, demands, causes of
action and choses in action in respect of any or all of the foregoing and
all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure (a) the payment of
principal of and interest on, and any other amounts owing in respect of,
the Notes, equally and ratably without prejudice, priority or distinction,
and to secure compliance with the provisions of this Indenture, all as
provided in this Indenture, and (b) the payment of amounts payable to the
Swap Counterparties under the Interest Rate Swap Agreements.

         The Indenture Trustee, as Indenture Trustee on behalf of the
Holders of the Notes and the Swap Counterparties, acknowledges such Grant,
accepts the trusts under this Indenture in accordance with the provisions
of this Indenture and agrees to perform its duties required in this
Indenture to the best of its ability to the end that the interests of the
Holders of the Notes and the Swap Counterparties may be adequately and
effectively protected.

                                 ARTICLE I

                 DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 Definitions. (a) Except as otherwise specified herein
or as the context may otherwise require, the following terms have the
respective meanings set forth below for all purposes of this Indenture.

         "Accrued Note Interest" shall mean, with respect to any Payment
Date and each Class of Notes, the sum of the Monthly Accrued Note Interest
and the Interest Carryover Shortfall for such Class for such Payment Date.

         "Act" shall have the meaning specified in Section 11.3(a).

         "Administration Agreement" shall mean the Administration
Agreement, dated as of October 1, 2001, by and among the Administrator, the
Issuer and the Indenture Trustee, as the same may from time to time be
amended, supplemented or otherwise modified and in effect.

         "Administrator" shall mean Mitsubishi Motors Credit of America,
Inc., a Delaware corporation, or any successor Administrator under the
Administration Agreement.

         "Authenticating Agent" shall have the meaning specified in Section
2.14.

         "Basic Documents" shall mean this Indenture, the Certificate of
Trust, the Trust Agreement, the Assignments (as defined in the Purchase
Agreement), the Sale and Servicing Agreement, the Purchase Agreement, the
Administration Agreement, the Note Depository Agreement, the Interest Rate
Swap Agreements, the Yield Supplement Agreement, the Control Agreement and
other documents and certificates delivered in connection therewith as the
same may from time to time be amended, supplemented or otherwise modified
and in effect.

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

         "Business Day" shall mean any day other than a Saturday, a Sunday
or a day on which banking institutions or trust companies in New York, New
York, Wilmington, Delaware or Los Angeles, California are authorized or
obligated by law, regulation or executive order to be closed.

         "Calculation Agent" shall have the meaning specified in Section
3.20.

         "Certificate of Trust" shall mean the certificate of trust of the
Issuer substantially in the form of Exhibit C to the Trust Agreement.

         "Class" shall mean a class of Notes, which may be the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes or the
Class B Notes.

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

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

         "Class A Percentage" shall mean approximately [ ]%, calculated as
the percentage equivalent of a fraction the numerator of which is the sum
of the principal amount on the date of issuance of the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes, and the denominator of which is
the sum of the principal amount on the date of issuance of the Class A-2
Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes.

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

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

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

         "Class A-1 Stated Maturity Date" shall mean the [ ] Payment Date.

         "Class A-2 Interest Rate Swap" shall mean the interest rate swap
as to the Class A-2 Notes with The Chase Manhattan Bank, as Swap
Counterparty, to hedge the floating interest Class A-2 Rate.

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

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

         "Class A-2 Rate" shall mean one-month LIBOR plus [ ]%.

         "Class A-2 Stated Maturity Date" shall mean the [ ] Payment Date.

         "Class A-3 Interest Rate Swap" shall mean the interest rate swap
as to the Class A-3 Notes with The Chase Manhattan Bank, as Swap
Counterparty, to hedge the floating interest Class A-3 Rate.

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

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

         "Class A-3 Rate" shall mean one-month LIBOR plus [ ]%.

         "Class A-3 Stated Maturity Date" shall mean the [ ] Payment Date.

         "Class A-4 Interest Rate Swap" shall mean the interest rate swap
as to the Class A-4 Notes with The Chase Manhattan Bank, as Swap
Counterparty, to hedge the floating interest Class A-4 Rate.

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

         "Class A-4 Notes" shall mean the $[ ] aggregate initial principal
amount of Class A-4 Floating Rate Asset Backed Notes issued by the Issuer
pursuant to this Indenture, substantially in the form of Exhibit A-4 to
this Indenture.

         "Class A-4 Rate" shall mean one-month LIBOR plus [ ]%.

         "Class A-4 Stated Maturity Date" shall mean the [ ] Payment Date.

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

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

         "Class B Percentage" shall mean approximately [ ]%, calculated as
the percentage equivalent of a fraction the numerator of which is the
principal amount on the date of issuance of the Class B Notes, and the
denominator of which is the sum of the principal amount on the date of
issuance of the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes
and the Class B Notes.

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

         "Class B Stated Maturity Date" shall mean the [ ] Payment Date.

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

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

         "Closing Date" shall mean October [12], 2001.

         "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations, including proposed or
temporary regulations, promulgated thereunder.

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

         "Commission" shall mean the Securities and Exchange Commission.
"Control Agreement" shall mean the Securities Account Control Agreement,
dated as of October 1, 2001, by and among the Seller, the Issuer, the
Servicer, the Indenture Trustee and Bank of Tokyo-Mitsubishi Trust Company
in its capacity as a securities intermediary, as the same may from time to
time be amended, supplemented or otherwise modified and in effect.

         "Corporate Trust Office" shall mean the principal office of the
Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at date of execution of this
Indenture is located at 1251 Avenue of the Americas, New York, New York
10020-1104, Attention: Corporate Trust Department, or at such other address
as the Indenture Trustee may designate from time to time by notice to the
Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.

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

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

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

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

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

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

         "Final Scheduled Maturity Date" shall mean with respect to any
Receivable, [ ].

         "GAAP" shall mean generally accepted accounting principles.

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

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

         "Indenture Trustee" shall mean Bank of Tokyo-Mitsubishi Trust
Company, a New York banking corporation, as Indenture Trustee under this
Indenture, or any successor Indenture Trustee under this Indenture.

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

         "Independent Certificate" shall mean a certificate or opinion to
be delivered to the Indenture Trustee under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1,
made by an Independent appraiser or other expert appointed by an Issuer
Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read
the definition of "Independent" in this Indenture and that the signer is
Independent within the meaning thereof.

         "Index Maturity" shall mean one month.

         "Interest Accrual Period" shall mean, with respect to any Payment
Date, and with respect to Class B Notes, the period from and including the
15th day of the calendar month immediately preceding such Payment Date to
but excluding the 15th day of the calendar month in which such Payment Date
occurs and, with respect to the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes, the period from and including the
preceding Payment Date through the day preceding the Payment Date;
provided, that for the first Payment Date, the "Interest Accrual Period"
shall mean the period from and including the Closing Date through October
15, 2001.

         "Interest Carryover Shortfall" shall mean, with respect to any
Payment Date and any Class of Notes, the excess of the sum of the Monthly
Accrued Note Interest for the preceding Payment Date and any outstanding
Interest Carryover Shortfall from the close of business on such preceding
Payment Date, over the amount in respect of interest that is actually
deposited in the Note Payment Account on such preceding Payment Date with
respect to such Class, plus interest on such excess, to the extent
permitted by law, at the applicable Note Interest Rate for the related
Interest Accrual Period.

         "Interest Rate Swap Agreements" shall mean the interest rate swap
agreement relating to the Class A-2 Interest Rate Swap, the interest rate
swap agreement relating to the Class A-3 Interest Rate Swap and the
interest rate swap agreement relating to the Class A-4 Interest Rate Swap,
including all schedules and confirmations thereto, between the Issuer and
the related Swap Counterparty, as the same may be amended, supplemented,
renewed, extended or replaced from time to time, which agreements provide
for payments on notional amounts equal to the outstanding principal balance
of the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as the
case may be. Each Interest Rate Swap Agreement shall provide that a
termination event will occur under the circumstances described in Section
6.14(g) herein.

         "Interest Reset Date" means, with respect to the floating rate
Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, the first day of
the applicable Interest Accrual Period.

         "Issuer" shall mean MMCA Auto Owner Trust 2001-3, unless a
successor replaces it and, thereafter, means the successor and for purposes
of any provision contained herein and required by the TIA, each other
obligor on the Notes.

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

         "LIBOR" shall mean the London Interbank Offered Rate for U.S.
dollar deposits for each Interest Accrual Period as determined by the
Calculation Agent, as follows:

                           (1) On or as of the LIBOR Determination Date,
         the Calculation Agent will obtain the rate for deposits in U.S.
         dollars for a period of the Index Maturity, commencing on such
         Interest Reset Date, which appears on the Telerate Page 3750, as
         of 11:00 a.m., London time, on such LIBOR Determination Date.

                           (2) If the Calculation Agent determines that
         Telerate Page 3750 or such page as may replace Telerate Page 3750
         is not available on such LIBOR Determination Date, the Calculation
         Agent will request the principal London offices of each of four
         major banks in the London interbank market selected by such
         Calculation Agent to provide such Calculation Agent with its
         offered quotations for deposits in U.S. dollars for a period of
         the Index Maturity, commencing on such Interest Reset Date, to
         prime banks in the London interbank market at approximately 11:00
         a.m., London time, on such LIBOR Determination Date and in a
         principal amount equal to an amount of not less than
         U.S.$1,000,000 that is representative of a single transaction in
         such market at such time. If at least two such quotations are
         provided, LIBOR for such Interest Accrual Period will be the
         arithmetic mean of such quotations. If fewer than two such
         quotations are provided, LIBOR for such Interest Accrual Period
         will be the arithmetic mean of rates quoted by three major banks
         in the city of New York selected by the Calculation Agent for such
         LIBOR Security at approximately 11:00 a.m., New York City time, on
         the first day of such Interest Accrual Period for loans in U.S.
         dollars to leading European banks, for the period of the specified
         Index Maturity, commencing on such Interest Reset Date, and in a
         principal amount equal to an amount of not less than
         U.S.$1,000,000 that is representative of a single transaction in
         such market at such time; provided, however, that if the banks
         selected as aforesaid by such Calculation Agent are not quoting
         rates as mentioned in this sentence, LIBOR for such Interest
         Accrual Period will be the same as LIBOR for the immediately
         preceding Interest Accrual Period;

                  provided, however, that LIBOR with respect to interest
                  accrued from the Closing Date until the first Payment
                  Date shall be equal to [ ]%.

         "LIBOR Determination Date" shall mean the second London and New
York Banking Day prior to the Interest Reset Date for the related Interest
Accrual Period.

         "LIBOR Security" shall mean a Class A-2 Note, a Class A-3 Note or
a Class A-4 Note.

         "London and New York Banking Day" shall mean any business day on
which dealings in deposits in United States dollars are transacted in the
London and New York interbank markets.

         "MART Trust Agreement" shall mean the Amended and Restated Trust
Agreement, dated as of October 1, 1999, between MMCA, as beneficiary, and
Chase Manhattan Bank USA, N.A., a national banking association (as
successor to Chase Manhattan Bank Delaware), as trustee, relating to the
Seller, as from time to time amended, supplemented or otherwise modified
and in effect.

         Monthly Accrued Note Interest" shall mean, with respect to any
Payment Date and (i) any Class of Notes, interest accrued for the related
Interest Accrual Period at the applicable Note Interest Rate for such Class
on the aggregate principal amount of the Notes of such Class as of the
immediately preceding Payment Date, after giving effect to all payments of
principal to Noteholders on or prior to such preceding Payment Date (or, in
the case of the first Payment Date, the initial principal amount of the
Notes); and (ii) with respect to the Notes collectively, the sum of Monthly
Accrued Note Interest for each Class.

         "Net Swap Payment" shall mean, with respect to any Swap
Counterparty on any Payment Date, the net amount, if any, then payable by
the Issuer to such Swap Counterparty, excluding any Swap Termination
Payments.

         "Net Swap Receipt" shall mean, with respect to any Swap
Counterparty on any Payment Date, the net amount, if any, then payable by
such Swap Counterparty to the Issuer, excluding any Swap Termination
Payments.

         "Note Depository Agreement" shall mean the agreement dated as of
October [12], 2001, among the Issuer, the Indenture Trustee, the
Administrator and The Depository Trust Company, as the initial Clearing
Agency, relating to the Notes.

         "Note Interest Rate" shall mean, in the case of the Class A-1
Notes, the Class A-1 Rate, in the case of the Class A-2 Notes, the Class
A-2 Rate, in the case of the Class A-3 Notes, the Class A-3 Rate, in the
case of the Class A-4 Notes, the Class A-4 Rate, and in the case of the
Class B Notes, the Class B Rate.

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

         "Note Register" and "Note Registrar" shall have the respective
meanings specified in Section 2.5(a).

         "Noteholders" shall mean the Class A-1 Noteholders, the Class A-2
Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the
Class B Noteholders, collectively.

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

         "Officer's Certificate" shall mean a certificate signed by any
Responsible Officer of the Issuer, under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1,
and delivered to the Indenture Trustee. Unless otherwise specified, any
reference in this Indenture to an Officer's Certificate shall be to an
Officer's Certificate of any Responsible Officer of the Issuer.

         "Opinion of Counsel" shall mean one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture,
be employees of or counsel to the Issuer, MMCA or the Servicer and who
shall be satisfactory to the Indenture Trustee, and which opinion or
opinions shall be addressed to the Indenture Trustee as Indenture Trustee,
shall comply with the applicable requirements of Section 11.1, and shall be
in form and substance satisfactory to the Indenture Trustee.

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

                  (i) Notes theretofore cancelled by the Note Registrar or
         delivered to the Note Registrar for cancellation;

                  (ii) Notes or portions thereof the payment for which
         money in the necessary amount has been theretofore deposited with
         the Indenture Trustee or any Paying Agent in trust for the Holders
         of such Notes (provided, however, that if such Notes are to be
         redeemed, notice of such redemption has been duly given pursuant
         to this Indenture or provision for such notice has been made,
         satisfactory to the Indenture Trustee); and (iii) Notes in
         exchange for or in lieu of which other Notes have been
         authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any
         such Notes are held by a protected purchaser;

provided, that in determining whether the Holders of the requisite
principal amount of the Notes Outstanding have given any request, demand,
authorization, direction, notice, consent, or waiver hereunder or under any
Basic Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Seller, the Servicer or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Indenture Trustee shall be protected in relying
on any such request, demand, authorization, direction, notice, consent, or
waiver, only Notes that a Responsible Officer of the Indenture Trustee
knows to be so owned shall be so disregarded. Notes so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Seller, the Servicer or any
Affiliate of any of the foregoing Persons.

         "Outstanding Amount" shall mean the aggregate principal amount of
all Notes Outstanding at the date of determination.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, or any successor Owner Trustee under the
Trust Agreement.

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

         "Payment Date" shall mean the 15th day of each month, or if any
such day is not a Business Day, the immediately following Business Day,
commencing December 17, 2001.

         "Plan" shall mean an employee benefit plan subject to Title I of
ERISA, a plan or arrangement subject to Section 4975 of the Code, and any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity or otherwise.

         "Predecessor Note" shall mean, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt as
that evidenced by such particular Note and, for purposes of this
definition, any Note authenticated and delivered under Section 2.6 in lieu
of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence
the same debt as the mutilated, lost, destroyed or stolen Note.

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

         "Rating Agency" shall mean Moody's, S&P or Fitch, and together,
the "Rating Agencies." If no such organization or successor is any longer
in existence, "Rating Agency" shall be a nationally recognized statistical
rating organization or other comparable Person designated by the Issuer,
notice of which designation shall be given to the Indenture Trustee, the
Owner Trustee and the Servicer.

         "Rating Agency Condition" shall mean, with respect to any action,
that each Rating Agency shall have been given prior written notice thereof
and that each of the Rating Agencies shall have notified the Seller, the
Servicer, the Indenture Trustee and the Owner Trustee that such action
shall not result in a reduction or withdrawal of the then current rating
assigned to any Class of Notes.

         "Record Date" shall mean, with respect to a Payment Date or
Redemption Date, (i) for any Book-Entry Notes, the close of business on the
Business Day immediately preceding such Payment Date or Redemption Date or,
(ii) for any Definitive Notes that have been issued pursuant to Section
2.13, the fifteenth (15th) day of the preceding month, unless such
fifteenth (15th) day is not a Business Day, in which case the immediately
preceding Business Day.

         "Redemption Date" shall mean (a) in the case of a redemption of
Notes pursuant to Section 10.1(a), the Payment Date specified by the
Servicer pursuant to Section 10.1(a) on which date the Indenture Trustee
shall withdraw any amount remaining in the Reserve Account and deposit the
applicable amount thereof payable to the Notes in the Note Payment Account
from any amount remaining in the Reserve Account and (b) in the case of a
redemption of Notes pursuant to Section 10.1(b), the Payment Date specified
by the Servicer pursuant to Section 4.11(b) of the Sale and Servicing
Agreement.

         "Redemption Price" shall mean (a) in the case of a redemption of
Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal
amount of the Notes redeemed plus accrued and unpaid interest thereon as of
the applicable Redemption Date, and (b) in the case of a redemption of
Notes pursuant to Section 10.1(b), an amount equal to the lesser of (x) the
Remaining Pre-Funded Amount withdrawn from the Pre-Funding Account and
deposited to the Collection Account on or prior to the Redemption Date
pursuant to Section 4.11(b) of the Sale and Servicing Agreement and (y) the
amount specified in clause (a) above.

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

         "Responsible Officer" shall mean, (a) with respect to the Issuer,
any officer of the Owner Trustee who is authorized to act for or on behalf
of the Owner Trustee in matters relating to the Issuer and who is
identified on the list of Responsible Officers delivered by the Owner
Trustee to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter) and, for so long as
the Administration Agreement is in full force and effect, any officer of
the Administrator who is authorized to act for the Administrator in matters
relating to the Issuer and to be acted upon by the Administrator pursuant
to the Administration Agreement and (b) with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee with direct responsibility for the administration of this Indenture
and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of October 1, 2001, by and among the Issuer, the Seller
and the Servicer, as from time to time amended, supplemented or otherwise
modified and in effect.

         "Securities" shall have the meaning specified in the MART Trust
Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as
amended.

         "Seller" shall mean MMCA Auto Receivables Trust, a Delaware
business trust, in its capacity as seller under the Sale and Servicing
Agreement, and its successors-in-interest.

         "Servicer" shall mean Mitsubishi Motors Credit of America, Inc., a
Delaware corporation, in its capacity as servicer under the Sale and
Servicing Agreement, and any successor Servicer thereunder.

         "SFAS 140" shall mean Statement of Financial Accounting Standard
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.

         "State" shall mean any of the fifty States of the United States of
America or the District of Columbia.

         "Stated Maturity Date" shall mean the Class A-1 Stated Maturity
Date, the Class A-2 Stated Maturity Date, the Class A-3 Stated Maturity
Date, the Class A-4 Stated Maturity Date and the Class B Stated Maturity
Date, collectively, or any of them, as the context requires.

         Subtrust" shall have the meaning specified in the MART Trust
Agreement.

         "Subtrust Assets" shall have the meaning specified in the MART
Trust Agreement.

         "Successor Servicer" shall have the meaning specified in Section
3.7(e).

         "Swap Counterparty" shall initially mean The Chase Manhattan Bank
as swap counterparty under the Interest Rate Swap Agreements, or any
successors or replacement swap counterparties from time to time under any
Interest Rate Swap Agreement. Each Swap Counterparty (or the institution
guaranteeing such Swap Counterparty's obligations) must have a long-term
rating at least equal to "A2" by Moody's and "A" by Fitch, and a short-term
rating at least equal to "A-1" by S&P and "F-1" by Fitch at the time of
entering into the Interest Rate Swap Agreements.

         "Swap Termination Payment" shall mean any termination payment
payable by the Issuer to a Swap Counterparty or by a Swap Counterparty to
the Issuer under an Interest Rate Swap Agreement.

         "Telerate Page 3750" shall mean the display designated as page
"3750" by Telerate, Inc. (or such other page as may replace Telerate Page
3750 on that service for the purpose of displaying London interbank offered
rates of major banks).

         "Total Required Payment" shall mean, on any Payment Date, the sum
of (i) the Total Servicing Fee, (ii) any Net Swap Payments and any Swap
Termination Payments due and payable to the Swap Counterparty, (iii) the
Accrued Note Interest and (iv) the Principal Distribution Amount with
respect to such Payment Date.

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

         "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act
of 1939, as amended, unless otherwise specifically provided.

         Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein
have the respective meanings set forth in, or incorporated by reference
into, the Sale and Servicing Agreement for all purposes of this Indenture.

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

         "Indenture securities" shall mean the Notes.

         "Indenture security holder" shall mean a Noteholder.

         "Indenture to be qualified" shall mean this Indenture.

         "Indenture trustee" or "Institutional trustee" shall mean the
Indenture Trustee.

         "Obligor" on the indenture securities shall mean the Issuer and
any other obligor on the indenture securities.

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

         SECTION 1.3 Rules of Construction. Unless the context otherwise
requires:

                  (i) a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the
         meaning assigned to it in accordance with generally accepted
         accounting principles as in effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                  (v) words in the singular include the plural and words in
         the plural include the singular; and

                  (vi) any agreement, instrument or statute defined or
         referred to herein or in any instrument or certificate delivered
         in connection herewith means such agreement, instrument or statute
         as from time to time amended, modified or supplemented and
         includes (in the case of agreements or instruments) references to
         all attachments thereto and instruments incorporated therein;
         references to a Person are also to its permitted successors and
         assigns.


                                ARTICLE II

                                 THE NOTES

         SECTION 2.1 Form (a) The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class B Notes, together with
the Indenture Trustee's Certificates of Authentication, shall be in
substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4 and Exhibit B, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution thereof. Any portion of the text of any
Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.

         (b) The Definitive Notes shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods
(with or without steel engraved borders), all as determined by the officers
executing such Notes, as evidenced by their execution of such Notes. (c)
Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibits A-1, A-2, A-3, A-4 and B hereto are part of the
terms of this Indenture and are incorporated herein by reference.

         SECTION 2.2 Execution, Authentication and Delivery.

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

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

         (c) The Indenture Trustee shall, upon Issuer Order, authenticate
and deliver Class A-1 Notes for original issue in an aggregate principal
amount of $[ ], Class A-2 Notes for original issue in an aggregate
principal amount of $[ ], Class A-3 Notes for original issue in an
aggregate principal amount of $[ ], Class A-4 Notes for original issue in
an aggregate principal amount of $[ ], and Class B Notes for original issue
in an aggregate principal amount of $[ ]. The aggregate principal amounts
of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and
Class B Notes outstanding at any time may not exceed those respective
amounts except as provided in Section 2.6.

         (d) Each Note shall be dated the date of its authentication. The
Notes shall be issuable in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof.

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

         SECTION 2.3 Temporary Notes.

         (a) Pending the preparation of Definitive Notes pursuant to
Section 2.13, the Issuer may execute, and upon receipt of an Issuer Order
the Indenture Trustee shall authenticate and deliver, temporary Notes that
are printed, lithographed, typewritten, mimeographed or otherwise produced,
of the tenor of the Definitive Notes in lieu of which they are issued and
with such variations not inconsistent with the terms of this Indenture as
the officers executing such Notes may determine, as evidenced by their
execution of such Notes.

         (b) If temporary Notes are issued pursuant to Section 2.3(a), the
Issuer shall cause Definitive Notes to be prepared without unreasonable
delay. After the preparation of Definitive Notes, the temporary Notes shall
be exchangeable for Definitive Notes upon surrender of the temporary Notes
at the office or agency of the Issuer to be maintained as provided in
Section 3.2, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes, the Issuer shall execute, and the
Indenture Trustee shall authenticate and deliver in exchange therefor, a
like principal amount of Definitive Notes of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as Definitive Notes.

         SECTION 2.4 Tax Treatment. The Issuer has entered into this
Indenture, and the Notes shall be issued, with the intention that, for
federal, state and local income and franchise tax purposes, the Notes shall
qualify as indebtedness of the Issuer secured by the Trust Estate. The
Issuer, by entering into this Indenture, and each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of an interest
in the applicable Book-Entry Note), agree to treat the Notes for federal,
state and local income and franchise tax purposes as indebtedness of the
Issuer.

         SECTION 2.5 Registration; Registration of Transfer and Exchange.

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

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

         (c) Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2,
if the requirements of Section 8-401 of the Relevant UCC are met, the
Issuer shall execute, and the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes of the same
Class in any authorized denomination, of a like aggregate principal amount.
The Indenture Trustee may rely upon the Administrator with respect to the
determination of whether the requirements of Section 8-401 of the Relevant
UCC are met.

         (d) At the option of the Noteholder, Notes may be exchanged for
other Notes of the same Class in any authorized denominations, of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency. Whenever any Notes are so surrendered for exchange,
if the requirements of Section 8-401 of the Relevant UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate, and the
Noteholder shall obtain from the Indenture Trustee, the Notes which the
Noteholder making such exchange is entitled to receive. The Indenture
Trustee may rely upon the Administrator with respect to the determination
of whether the requirements of Section 8-401 of the Relevant UCC are met.

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

         (f) Every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the Indenture
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Note Registrar.

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

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

         (i) Each Person to whom a Note is transferred will be required to
represent, in the case of a Definitive Note, or deemed to represent, in the
case of a Book-Entry Note, that (x) such Person is not an employee benefit
plan, as described in section 3(3) of ERISA, or a plan, as defined in
section 4975(E)(1) of the Code, that is subject to Title I of ERISA or to
section 4975 of the Code, a government plan subject to any state or local
law similar to Title I of ERISA or section 4975 of the Code, or a Person
investing on behalf of or with "plan assets" of such a plan, or (y) the
Person's acquisition, holding and disposition of the Note are and will be
eligible for relief under a prohibited transaction exemption.

         SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Notes.

         (a) If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Note, and (ii) there is delivered to
the Indenture Trustee such security or indemnity as may be required by it
to hold the Issuer and the Indenture Trustee harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Indenture Trustee that
such Note has been acquired by a protected purchaser, and provided that the
requirements of Section 8-405 of the Relevant UCC are met, the Issuer shall
execute, and upon its request the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note of the same Class; provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated Note,
shall have become or within seven (7) days of the Indenture Trustee's
receipt of evidence to its satisfaction of such destruction, loss or theft
shall be due and payable, or shall have been called for redemption, instead
of issuing a replacement Note of the same Class, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date without surrender thereof. The Indenture Trustee may rely
upon the Administrator with respect to the determination of whether the
requirements of Section 8-405 of the Relevant UCC are met. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a protected
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking
such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, and
shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the
Issuer or the Indenture Trustee in connection therewith.

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

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

         (d) The provisions of this Section 2.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.

         SECTION 2.7 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name any Note is registered (as of the day of determination) as the
owner of such Note for the purpose of receiving payments of principal of
and interest, if any, on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and none of the Issuer, the Indenture
Trustee or any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

         SECTION 2.8 Payments.

         (a) On each Payment Date, upon receipt of written instructions
from the Servicer pursuant to Section 4.6(c) of the Sale and Servicing
Agreement, the Indenture Trustee shall withdraw the Total Available Funds
on deposit in the Collection Account for the related Collection Period and
make the following payments and deposits for such Payment Date in the
following order of priority:

                  (i) to the Servicer, the Total Servicing Fee;

                  (ii) to the Swap Counterparty, the amount of any Net Swap
         Payments then due under the Interest Rate Swap Agreements
         (exclusive of any Swap Termination Payments);

                  (iii) with the same priority and ratably, in accordance
         with the outstanding balance of the Class A Notes and the amount
         of any Swap Termination Payments due and payable by the Issuer to
         the Swap Counterparties,

                           (A) to the Note Payment Account, the Accrued
                  Note Interest for the Class A Notes, and

                           (B) to the Swap Counterparties, any Swap
                  Termination Payments;

                           provided, that, if any amounts allocable to the
         Class A Notes are not needed to pay interest due on such Notes,
         such amounts shall be applied to pay the portion, if any, of any
         Swap Termination Payments remaining unpaid, pro rata based on the
         amount of the Swap Termination Payments, and provided, further,
         that if there are not sufficient funds available to pay the entire
         amount of the Accrued Note Interest for the Class A Notes, the
         amounts available shall be applied to the payment of such interest
         on the Class A Notes on a pro rata basis;

                  (iv) to the Note Payment Account, the Accrued Note
         Interest for the Class B Notes;

                  (v) to the Note Payment Account, the Principal
         Distribution Amount;

                  (vi) to the Reserve Account, the amount, if any,
         necessary to reinstate the balance in the Reserve Account up to
         the Specified Reserve Balance; and

                  (vii) to the Certificate Distribution Account, any
         remaining portion of Total Available Funds.

         Notwithstanding the foregoing, following the occurrence and during
the continuation of an Event of Default which has resulted in an
acceleration of the Notes, on each Payment Date the Total Available Funds
shall be deposited in the Note Payment Account and applied in accordance
with Section 2.8(f).

         (b) The principal of each Note shall be payable in installments on
each Payment Date in an aggregate amount (unless the Notes have been
accelerated in accordance with Section 5.2 following the occurrence of an
Event of Default) for all Classes of Notes equal to the Principal
Distribution Amount with respect to such Payment Date. On each Payment
Date, unless the Notes have been accelerated in accordance with Section 5.2
following the occurrence of an Event of Default, the Issuer shall cause to
be paid all amounts on deposit in the Note Payment Account with respect to
the related Collection Period in the following order of priority:

                  (i) to the Class A Noteholders, Accrued Note Interest
         (and, if amounts on deposit in the Note Payment Account are
         insufficient for such purpose, payments shall be made to the to
         the Class A Noteholders pro rata in proportion to the Accrued Note
         Interest for each Class of Notes);

                  (ii) to the Class B Noteholders, Accrued Note Interest;

                  (iii) to the Class A-1 Noteholders, 100% of the Principal
         Distribution Amount in reduction of principal until the Class A-1
         Notes are paid in full;

                  (iv) following payment in full of the Class A-1 Notes,
         the Class A Percentage of the Principal Distribution Amount in
         reduction of principal to the Class A-2 Noteholders until the
         Class A-2 Notes are paid in full, then to the Class A-3
         Noteholders until the Class A-3 Notes are paid in full, then to
         the Class A-4 Noteholders until the Class A-4 Notes are paid in
         full; and

                  (v) following payment in full of the Class A-1 Notes, the
         Class B Percentage of the Principal Distribution Amount in
         reduction of principal to the Class B Noteholders until the Class
         B Notes are paid in full.

         (c) The principal amount of the Class A-1 Notes, to the extent not
previously paid, will be due on the Class A-1 Stated Maturity Date, the
principal amount of the Class A-2 Notes, to the extent not previously paid,
will be due on the Class A-2 Stated Maturity Date, the principal amount of
the Class A-3 Notes, to the extent not previously paid, will be due on the
Class A-3 Stated Maturity Date, the principal amount of the Class A-4
Notes, to the extent not previously paid, will be due on the Class A-4
Stated Maturity Date and the principal amount of the Class B Notes, to the
extent not previously paid, will be due on the Class B Stated Maturity
Date.

         (d) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes shall accrue interest at the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate
and the Class B Rate, respectively, and such interest shall be due and
payable on each Payment Date. Interest on the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall be calculated
on the basis of the actual days elapsed and a 360-day year. Interest on the
Class B Notes shall be calculated on the basis of a 360-day year of twelve
30-day months. Subject to Section 3.1, any installment of interest or
principal, if any, payable on any Note that is punctually paid or duly
provided for by the Issuer on the applicable Payment Date shall be paid to
the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date by check mailed first-class postage prepaid
to such Person's address as it appears on the Note Register on such Record
Date; provided that, unless Definitive Notes have been issued pursuant to
Section 2.13, with respect to Notes registered on the Record Date in the
name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment shall be made by wire transfer in immediately
available funds to the account designated by such nominee, and except for
the final installment of principal payable with respect to such Note on a
Payment Date or on the related Stated Maturity Date (and except for the
Redemption Price for any Note called for redemption), which shall be
payable as provided below. The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3. The
Issuer shall pay all Accrued Note Interest, including Interest Carryover
Shortfalls, to the Persons who are Noteholders on the Record Date for a
particular Payment Date even if a portion of such Accrued Note Interest
relates to a different Payment Date.

         (e) All principal payments on a Class of Notes shall be made pro
rata to the Noteholders entitled thereto. The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which the Issuer
expects that the final installment of principal of and interest on such
Note shall be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Payment Date and shall specify that such final
installment shall be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemption of Notes shall be mailed to Noteholders as provided in Section
10.2.

         (f) Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable, if not previously paid, on
the date on which an Event of Default shall have occurred and be
continuing, if the Indenture Trustee or the Holders of Notes representing
not less than a majority of the principal amount of the Notes Outstanding
have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2. On each Payment Date following acceleration of the
Notes, all amounts on deposit in the Note Payment Account shall be paid in
the following order of priority.

                  (i) first, to the Indenture Trustee for amounts due under
         Section 6.7 and to the Owner Trustee for amounts due under
         Sections 8.1 and 8.2 of the Trust Agreement;

                  (ii) second, to the Servicer for amounts due and unpaid
         in respect of Total Servicing Fees;

                  (iii) third, to the Swap Counterparties, the amount of
         the Net Swap Payments then due under the Interest Rate Swap
         Agreements (exclusive of any Swap Termination Payments);

                  (iv) fourth, with the same priority and ratably, in
         accordance with the outstanding principal amount of the Class A
         Notes and the amount of any Swap Termination Payments due and
         payable by the Issuer to the Swap Counterparties, (1) to
         Noteholders of the Class A Notes, the Accrued Note Interest
         ratably in proportion to Accrued Note Interest for each Class of
         the Class A Notes, without preference or priority of any kind,
         according to the amounts due and payable on the Class A Notes for
         interest, and (2) to the Swap Counterparties, any Swap Termination
         Payments;

                  (v) fifth, to the Swap Counterparties for any remaining
         Swap Termination Payments pro rata based on the amount of their
         respective Swap Termination Payments;

                  (vi) sixth, to the Class A-1 Noteholders, the outstanding
         principal amount of the Class A-1 Notes as of such Payment Date
         (prior to giving effect to any payment of principal on such date)
         in reduction of principal until the principal amount of the Class
         A-1 Notes has been paid in full;

                  (vii) seventh, to the Class A-2 Noteholders, the Class
         A-3 Noteholders and the Class A-4 Noteholders, the outstanding
         principal amount of the Class A-2 Notes, the Class A-3 Notes and
         the Class A-4 Notes, respectively, pro rata in proportion to the
         respective principal balances of each of such Classes as of such
         Payment Date (prior to giving effect to any payment of principal
         on such date) in reduction of principal until the principal amount
         of each of such Classes has been paid in full;

                  (viii) eighth, to the Class B Noteholders, Accrued Note
         Interest;

                  (ix) ninth, to the Class B Noteholders, the outstanding
         principal amount of the Class B Notes as of such Payment Date
         (prior to giving effect to any payment of principal on such date)
         in reduction of principal until the principal amount of the Class
         B Notes has been paid in full; and

                  (x) tenth, to the Certificateholders.

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

         SECTION 2.10 Release of Collateral. Subject to Section 11.1 and
the terms of the Basic Documents, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of (i) an Issuer
Request accompanied by an Officer's Certificate and an Opinion of Counsel,
in each case stating that all conditions precedent, if any, provided for in
this Indenture relating to the release of the property from the lien of
this Indenture have been complied with, provided that counsel rendering any
such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action and (ii) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an
Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates. If the
Commission shall issue an exemptive order under TIA Section 304(d)
modifying the Owner Trustee's obligations under TIA Sections 314(c) and
314(d)(1), the Indenture Trustee shall release property from the lien of
this Indenture in accordance with the conditions and procedures set forth
in such exemptive order.

         SECTION 2.11 Book-Entry Notes. The Notes, upon original issuance,
shall be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to the Indenture Trustee as custodian for
The Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Issuer. The Book-Entry Notes shall be registered initially on the
Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner thereof shall receive a definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.13. Unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to such Note Owners pursuant to
Section 2.13:

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

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

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

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

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

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

         SECTION 2.13 Definitive Notes. If (i) the Issuer, the
Administrator or the Servicer advises the Indenture Trustee in writing that
the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Notes and the Indenture
Trustee or the Administrator is unable to locate a qualified successor,
(ii) the Administrator, at its option, advises the Indenture Trustee in
writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default or an
Event of Servicing Termination, Note Owners of the Book-Entry Notes
representing beneficial interests aggregating not less than 51% of the
principal amount of such Notes advise the Indenture Trustee and the
Clearing Agency in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of such Note
Owners, then the Clearing Agency shall notify all Note Owners and the
Indenture Trustee of the occurrence of such event and of the availability
of Definitive Notes to Note Owners requesting the same. Upon surrender to
the Indenture Trustee of the typewritten Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the
Issuer shall execute and the Indenture Trustee shall authenticate the
Definitive Notes in accordance with the instructions of the Clearing
Agency. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such
instructions. Any portion of a Book-Entry Note transferred or exchanged
pursuant to this Section 2.13 shall be executed, authenticated and
delivered only in the minimum denominations and integral multiples set
forth in Section 2.2(d). Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

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

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

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

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

                                ARTICLE III

                                 COVENANTS

         SECTION 3.1 Payment Covenant. The Issuer shall duly and punctually
pay the principal of and interest on, if any, the Notes in accordance with
the terms of the Notes and this Indenture. Amounts properly withheld under
the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

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

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

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

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

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

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

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

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

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

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

         (d) Subject to applicable laws with respect to escheat of funds,
any money held by the Indenture Trustee or any Paying Agent in trust for
the payment of any amount due with respect to any Note and remaining
unclaimed for two (2) years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer
Request; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof (but only to
the extent of the amounts so paid to the Issuer), and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Indenture Trustee or
such Paying Agent, before being required to make any such repayment, shall
at the expense and direction of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining shall be
repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at
the expense and direction of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing
notice of such repayment to Holders whose Notes have been called but have
not been surrendered for redemption or whose right to or interest in monies
due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for
each such Holder).

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

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

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

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

                  (iii) enforce any of the Collateral; or

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

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

         SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
substantially in the form attached hereto as Exhibit C.

         (b) On or before March 31, in each calendar year, beginning in
2002, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action
has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any
other requisite documents and with respect to the execution and filing of
any financing statements and continuation statements as is necessary to
maintain the lien and security interest created by this Indenture and
reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that shall,
in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until March 31 in the following
calendar year.

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

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

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

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

         (e) As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.1 of the Sale and Servicing Agreement, the Issuer shall (subject
to the rights of the Indenture Trustee to direct such appointment pursuant
to Section 8.2 of the Sale and Servicing Agreement) appoint a successor
servicer (the "Successor Servicer"), and such Successor Servicer shall
accept its appointment by a written assumption in a form acceptable to the
Indenture Trustee. In the event that a Successor Servicer has not been
appointed or has not accepted its appointment at the time when the Servicer
ceases to act as Servicer, the Indenture Trustee, without further action,
shall automatically be appointed the Successor Servicer. The Indenture
Trustee may resign as the Servicer by giving written notice of such
resignation to the Issuer and in such event shall be released from such
duties and obligations, such release not to be effective until the date a
new servicer enters into a servicing agreement with the Issuer as provided
below. Upon delivery of any such notice to the Issuer, the Issuer shall
obtain a new servicer as the Successor Servicer under the Sale and
Servicing Agreement. Any Successor Servicer (other than the Indenture
Trustee) shall (i) be an established financial institution having a net
worth of not less than $50,000,000 and whose regular business includes the
servicing of automotive installment sale contracts and (ii) enter into a
servicing agreement with the Issuer having substantially the same
provisions as the provisions of the Sale and Servicing Agreement applicable
to the Servicer. If, within thirty (30) days after the delivery of the
notice referred to above, the Issuer shall not have obtained such a new
servicer, the Indenture Trustee may appoint, or may petition a court of
competent jurisdiction to appoint, a Successor Servicer. In connection with
any such appointment, the Indenture Trustee may make such arrangements for
the compensation of such successor as it and such successor shall agree,
subject to the limitations set forth below and in the Sale and Servicing
Agreement, and in accordance with Section 8.2 of the Sale and Servicing
Agreement, the Issuer shall enter into an agreement with such successor for
the servicing of the Receivables (such agreement to be in form and
substance satisfactory to the Indenture Trustee). If the Indenture Trustee
shall succeed to the Servicer's duties as servicer of the Receivables as
provided herein, it shall do so in its individual capacity and not in its
capacity as Indenture Trustee and, accordingly, the provisions of Article
VI hereof shall be inapplicable to the Indenture Trustee in its duties as
the successor to the Servicer and the servicing of the Receivables. If the
Indenture Trustee shall become successor to the Servicer under the Sale and
Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates; provided that the Indenture Trustee, in
its capacity as the Servicer, shall be fully liable for the actions and
omissions of such Affiliate in such capacity as Successor Servicer.

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

         (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer hereby agrees that it shall not,
without the prior written consent of the Indenture Trustee or the Holders
of at least a majority in principal amount of the Notes Outstanding, amend,
modify, waive, supplement, terminate or surrender, or agree to any
amendment, modification, supplement, termination, waiver or surrender of,
the terms of any Collateral (except to the extent otherwise provided in the
Sale and Servicing Agreement or the Basic Documents).

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

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

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

                  (iii) consolidate or merge with or into any other Person

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

                  (v) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to
         be amended, hypothecated, subordinated, terminated or discharged,
         or permit any Person to be released from any covenants or
         obligations with respect to the Notes under this Indenture except
         as may be expressly permitted hereby, (B) permit any lien, charge,
         excise, claim, security interest, mortgage or other encumbrance
         (other than the lien of this Indenture) to be created on or extend
         to or otherwise arise upon or burden the assets of the Issuer or
         any part thereof or any interest therein or the proceeds thereof
         or (C) permit the lien of this Indenture not to constitute a valid
         first priority (other than with respect to any such tax,
         mechanics' or other lien) security interest in the Trust Estate;
         or

                  (vi) engage in any activity which is inconsistent with
         the treatment of the Issuer as a "Qualifying Special Purpose
         Entity" as such term is used in SFAS 140 and any successor rule
         thereto.

                  SECTION 3.9 Annual Statement as to Compliance. The Issuer
         shall deliver to the Indenture Trustee, on or before March 31 of
         each year (commencing with the year 2002), an Officer's
         Certificate stating, as to the Responsible Officer signing such
         Officer's Certificate, that:

                  (i) a review of the activities of the Issuer during such
         year (or such shorter period, with respect to the first such
         Officer's Certificate) and of its performance under this Indenture
         has been made under such Responsible Officer's supervision; and

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

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

         (a) The Issuer shall not consolidate or merge with or into any
other Person.

         (b) Except as otherwise expressly permitted by this Indenture or
the other Basic Documents, the Issuer shall not sell, convey, exchange,
transfer or otherwise dispose of any material portion of the properties and
assets included in the Trust Estate to any Person.

         SECTION 3.11 No Other Business. The Issuer shall not engage in any
business other than financing, acquiring, owning and pledging the
Receivables in the manner contemplated by this Indenture and the other
Basic Documents and activities incidental thereto.

SECTION 3.12 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

         SECTION 3.13 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with the Sale and Servicing Agreement, including
Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 4.9 and Article VII
thereof.

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

         SECTION 3.15 Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).

         SECTION 3.16 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

         SECTION 3.17 Restricted Payments. The Issuer shall not, directly
or indirectly, (i) make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof,
to the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in
or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made,
(x) payments to the Servicer, the Owner Trustee, the Swap Counterparties
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under, the Sale and Servicing Agreement or the
Trust Agreement and (y) payments to the Indenture Trustee pursuant to
Section 1(a)(ii) of the Administration Agreement. The Issuer shall not,
directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the other
Basic Documents.

         SECTION 3.18 Notice of Events of Default. The Issuer shall give
the Indenture Trustee, the Swap Counterparty and the Rating Agencies prompt
written notice of each Event of Default hereunder and of each default on
the part of any party to the Sale and Servicing Agreement, the Purchase
Agreement, or the Interest Rate Swap Agreements with respect to any of the
provisions thereof.

         SECTION 3.19 Removal of Administrator. For so long as any Notes
are Outstanding, the Issuer shall not remove the Administrator without
cause unless the Rating Agency Condition shall have been satisfied in
connection therewith.

         SECTION 3.20 Calculation Agent. (a) The Issuer agrees that for so
long as any of the Class A-2 Notes, Class A-3 Notes or Class A-4 Notes are
Outstanding there shall at all times be an agent appointed to calculate
LIBOR in respect of each Interest Accrual Period (the "Calculation Agent").
The Issuer hereby appoints The Chase Manhattan Bank as Calculation Agent
for purposes of determining LIBOR for each Interest Accrual Period and The
Chase Manhattan Bank hereby accepts such appointment. The Calculation Agent
may be removed by the Issuer at any time. If the Calculation Agent is
unable or unwilling to act as such or is removed by the Issuer, the Issuer
shall promptly appoint as a replacement Calculation Agent a leading bank
which is engaged in transactions in Eurodollar deposits in the
international Eurodollar market and which does not control or is not
controlled by or under common control with the Issuer or its Affiliates.
The Calculation Agent may not resign its duties without a successor having
been duly appointed.

         (b) The Calculation Agent shall be required to calculate on each
LIBOR Determination Date the interest rate for the Outstanding Class A-2
Notes, Class A-3 Notes and Class A-4 Notes for the related Interest Accrual
Period (in each case, at a rate per annum rounded, if necessary, to the
nearest 1/100,000 of 1% (.0000001), with five one-millionths of a
percentage point rounded upward) and the amount of interest payable
(rounded to the nearest cent, with half a cent being rounded upwards) on
the related Payment Date. The determination of such interest rates by the
Calculation Agent shall (in the absence of manifest error) be final and
binding upon all parties.

                                 ARTICLE IV

                         SATISFACTION AND DISCHARGE

         SECTION 4.1 Satisfaction and Discharge of Indenture.

         (a) This Indenture shall cease to be of further effect with
respect to the Notes except as to (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen
Notes, (iii) rights of Noteholders to receive payments of principal thereof
and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.11 and 3.12
hereof, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.7
and the obligations of the Indenture Trustee under Section 4.3), and (vi)
the rights of Noteholders and Swap Counterparties as beneficiaries hereof
with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to
the Notes, when either:

                           (A) all Notes of all Classes theretofore
                  authenticated and delivered (other than (i) Notes that
                  have been destroyed, lost or stolen and that have been
                  replaced or paid as provided in Section 2.6 and (ii)
                  Notes for whose payment money has theretofore been
                  irrevocably deposited in trust or segregated and held in
                  trust by the Issuer and thereafter repaid to the Issuer
                  or discharged from such trust, as provided in Section
                  3.3) have been delivered to the Indenture Trustee for
                  cancellation; or

                           (B) each of the following:

                           (1) all Notes not theretofore delivered to the
                           Indenture Trustee for cancellation have become
                           due and payable and the Issuer has irrevocably
                           deposited or caused to be irrevocably deposited
                           with the Indenture Trustee cash or direct
                           obligations of or obligations guaranteed by the
                           United States of America (which will mature
                           prior to the date such amounts are payable), in
                           trust for such purpose, in an amount sufficient
                           to pay and discharge the entire indebtedness on
                           such Notes not theretofore delivered to the
                           Indenture Trustee for cancellation when due to
                           the applicable Stated Maturity Date or
                           Redemption Date (if Notes shall have been called
                           for redemption pursuant to Section 10.1(a)), as
                           the case may be;

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

                           (3) the Issuer has delivered to the Indenture
                           Trustee an Officer's Certificate, an Opinion of
                           Counsel and (if required by the TIA or the
                           Indenture Trustee) an Independent Certificate
                           from a firm of certified public accountants,
                           each meeting the applicable requirements of
                           Section 11.1(a) and, subject to Section 11.2,
                           each stating that all conditions precedent
                           herein provided for relating to the satisfaction
                           and discharge of this Indenture have been
                           complied with;

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

                           (5) the Issuer has delivered to the Indenture
                           Trustee an Officer's Certificate stating that
                           the satisfaction and discharge of this Indenture
                           (i) is not inconsistent with the derecognition
                           by MMCA of the Receivables under GAAP and (ii)
                           will not cause the Issuer to become part of
                           MMCA's consolidated group under GAAP.

         (b) Notwithstanding anything to the contrary herein or in any
other Basic Document, the Issuer shall not cause or permit the Notes to be
prepaid except as set forth in Section 10.1.

         SECTION 4.2 Satisfaction and Discharge of the Notes.

         (a) Upon satisfaction of the conditions set forth in subsection
(b) below, the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Notes Outstanding, and the provisions of
this Indenture, as it relates to such Notes, shall no longer be in effect
(and the Indenture Trustee, at the expense of the Issuer, shall execute
proper instruments acknowledging the same), except as to:

                  (i) the rights of Holders of Notes to receive, from the
         trust funds described in subsection (b)(i) hereof, payment of the
         principal of and interest on the Notes Outstanding at maturity of
         such principal or interest;

                  (ii) the obligations of the Issuer with respect to the
         Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof;

                  (iii) the obligations of the Issuer to the Indenture
         Trustee under Section 6.7 hereof; and

                  (iv) the rights, powers, trusts and immunities of the
         Indenture Trustee hereunder and the duties of the Indenture
         Trustee hereunder.

         (b) The satisfaction and discharge of the Notes pursuant to
subsection (a) of this Section 4.2 is subject to the satisfaction of all of
the following conditions:

                  (i) the Issuer has deposited or caused to be deposited
         irrevocably (except as provided in Section 4.4 hereof) with the
         Indenture Trustee as trust funds in trust, specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders
         of the Notes, which, through the payment of interest and principal
         in respect thereof in accordance with their terms will provide,
         not later than one day prior to the due date of any payment
         referred to below, money in an amount sufficient, in the opinion
         of a nationally recognized firm of independent certified public
         accountants expressed in a written certification thereof delivered
         to the Indenture Trustee, to pay and discharge the entire
         indebtedness on the Notes Outstanding, for principal thereof and
         interest thereon to the date of such deposit (in the case of Notes
         that have become due and payable) or to the maturity of such
         principal and interest, as the case may be, and to pay any amounts
         then due and payable to the Swap Counterparties;

                  (ii) such deposit will not result in a breach or
         violation of, or constitute an event of default under, any other
         agreement or instrument to which the Issuer is bound;

                  (iii) no Event of Default with respect to the Notes shall
         have occurred and be continuing on the date of such deposit or on
         the ninety-first (91st) day after such date;

                  (iv) the Issuer has delivered to the Indenture Trustee an
         Opinion of Counsel to the effect that the satisfaction and
         discharge of the Notes pursuant to this Section 4.2 will not cause
         any Noteholder to be treated as having sold or exchanged any of
         its Notes for purposes of Section 1001 of the Code; and

                  (v) the Issuer has delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that
         all conditions precedent relating to the satisfaction and
         discharge of the Notes contemplated by this Section 4.2 have been
         complied with.

         (c) Notwithstanding anything to the contrary herein or in any
other Basic Document, the Issuer shall not cause or permit the Notes to be
prepaid except as set forth in Section 10.1.

         SECTION 4.3 Application of Trust Money. All monies deposited with
the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as
the Indenture Trustee may determine, to the Holders of the particular Notes
for the payment or redemption of which such monies have been deposited with
the Indenture Trustee, of all sums due and to become due thereon for
principal and interest, and for payment to the Swap Counterparties of all
sums, if any, due or to become due to the Swap Counterparties under and in
accordance with this Indenture and the Interest Rate Swap Agreements, but
such monies need not be segregated from other funds except to the extent
required herein or in the Sale and Servicing Agreement or required by law.

         SECTION 4.4 Repayment of Monies Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with
respect to the Notes, all monies then held by any Paying Agent other than
the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture
Trustee to be held and applied according to Section 3.3 and thereupon such
Paying Agent shall be released from all further liability with respect to
such monies.

                                 ARTICLE V

                                  REMEDIES

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

                  (i) default in the payment of any interest on any Note
         when the same becomes due and payable, and such default shall
         continue for a period of five (5) days or more; or

                  (ii) default in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due
         and payable, including with respect to each Class of Notes, the
         Stated Maturity Date for such Class; or

                  (iii) default in the observance or performance of any
         material covenant or agreement of the Issuer made in this
         Indenture (other than a covenant or agreement, a default in the
         observance or performance of which is elsewhere in this Section
         5.1 specifically dealt with), or any representation or warranty of
         the Issuer made in this Indenture or in any certificate or other
         writing delivered pursuant hereto or in connection herewith
         proving to have been incorrect in any material respect as of the
         time when the same shall have been made, and such default shall
         continue or not be cured, or the circumstance or condition in
         respect of which such misrepresentation or warranty was incorrect
         shall not have been eliminated or otherwise cured, for a period of
         sixty (60) days or in the case of a materially incorrect
         representation and warranty thirty (30) days, after there shall
         have been given, by registered or certified mail, to the Issuer by
         the Indenture Trustee or to the Issuer and the Indenture Trustee
         by the Holders of not less than 25% of the principal amount of the
         Notes Outstanding, a written notice specifying such default or
         incorrect representation or warranty and requiring it to be
         remedied and stating that such notice is a notice of Default
         hereunder; or

                  (iv) the filing of a decree or order for relief by a
         court having jurisdiction in the premises in respect of the Issuer
         or any substantial part of the Trust Estate in an involuntary case
         under any applicable federal or state bankruptcy, insolvency or
         other similar law now or hereafter in effect, or appointing a
         receiver, liquidator, assignee, custodian, trustee, sequestrator
         or similar official of the Issuer or for any substantial part of
         the Trust Estate, or ordering the winding-up or liquidation of the
         Issuer's affairs, and such decree or order shall remain unstayed
         and in effect for a period of sixty (60) consecutive days; or

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

The Issuer shall deliver to the Indenture Trustee, within five (5) days
after the occurrence thereof, written notice in the form of an Officer's
Certificate of any Default which with the giving of notice and the lapse of
time would become an Event of Default under clause (iii), its status and
what action the Issuer is taking or proposes to take with respect thereto.

         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.
(a) If an Event of Default should occur and be continuing, then and in
every such case the Indenture Trustee or the Holders of Notes representing
not less than a majority of the principal amount of the Notes Outstanding,
voting as a group, may declare all the Notes to be immediately due and
payable, by a notice in writing to the Issuer (and to the Indenture Trustee
if given by Noteholders), and upon any such declaration the unpaid
principal amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable. If an Event of Default specified in Section 5.1(iv) or (v) occurs,
all unpaid principal, together with all accrued and unpaid interest
thereon, of all the Notes, and all other amounts payable hereunder, shall
automatically become due and payable without any declaration or other act
on the part of the Indenture Trustee or any Holder of the Notes. In the
event of such declaration or automatic acceleration, the Indenture Trustee
shall give prompt written notice to the Swap Counterparties.

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

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

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

                                    (B) all sums paid or advanced by the
         Indenture Trustee hereunder and the reasonable compensation,
         expenses, disbursements and advances of the Indenture Trustee and
         its agents and counsel and other amounts due and owing to the
         Indenture Trustee pursuant to Section 6.7; and

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

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee. (a) The Issuer covenants that if (i) there is a
default in the payment of any interest on any Note when the same becomes
due and payable, and such default continues for a period of five (5) days,
or (ii) there is a default in the payment of the principal of or any
installment of the principal of any Note when the same becomes due and
payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the
Indenture Trustee, for the benefit of the Holders of the Notes, the whole
amount then due and payable on the Notes for principal and interest, with
interest upon the overdue principal at the applicable Note Interest Rate
and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest at the applicable Note
Interest Rate and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel and other amounts due and
owing to the Indenture Trustee pursuant to Section 6.7.

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

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders and the Swap Counterparties, by such appropriate Proceedings as
the Indenture Trustee shall deem most effective to protect and enforce any
such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right
vested in the Indenture Trustee by this Indenture or by law.

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

                  (i) to file and prove a claim or claims for the whole
         amount of principal and interest owing and unpaid in respect of
         the Notes and to file such other papers or documents as may be
         necessary or advisable in order to have the claims of the
         Indenture Trustee (including any claim for reasonable compensation
         to the Indenture Trustee and each predecessor Indenture Trustee,
         and their respective agents, attorneys and counsel, and all other
         amounts due and owing to the Indenture Trustee pursuant to Section
         6.7), of the Swap Counterparties and of the Noteholders allowed in
         such Proceedings;

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

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

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

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

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

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

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

         SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may, but shall not
be obligated to, 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 payable
         on the Notes or under this Indenture with respect thereto, whether
         by declaration or otherwise, enforce any judgment obtained, and
         collect from the Issuer and any other obligor upon such Notes the
         amounts then payable and adjudged due;

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

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

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

         (b) Notwithstanding the foregoing, if an Event of Default
specified in Section 5.1(i) shall have occurred and be continuing and the
Notes shall have been accelerated under Section 5.2(a),

                  (i) if the Indenture Trustee determines that the net
         proceeds of a sale or liquidation of the Trust Estate would be
         sufficient to discharge in full the principal of and accrued
         interest on the Notes and to make all payments (including any Swap
         Termination Payments) pursuant to the Interest Rate Swap
         Agreements, the Indenture Trustee shall sell or liquidate the
         Trust Estate or any portion thereof or rights or interest therein
         at one or more public or private sales called and conducted in any
         manner permitted by law; or

                  (ii) if the Indenture Trustee determines that the net
         proceeds of a sale or liquidation of the Trust Estate would not be
         sufficient to discharge in full the principal of and accrued
         interest on the Notes and to make all payments (including any Swap
         Termination Payments) owing to the Swap Counterparty under the
         Interest Rate Swap Agreements, the Indenture Trustee may sell or
         liquidate the Trust Estate at one or more public or private sales
         called and conducted in any manner permitted by law if the
         Indenture Trustee obtains the consent of Holders of 66 2/3% of the
         principal amount of the Notes Outstanding, voting as a group.

         (c) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out the money or property in the
order of priority set forth in Section 2.8(f).

         (d) The Indenture Trustee may fix a record date and payment date
for any payment to Noteholders pursuant to this Section 5.4. At least
fifteen (15) days before such record date, the Issuer shall mail to each
Noteholder and the Indenture Trustee a notice that states the record date,
the payment date and the amount to be paid.

         SECTION 5.5 Optional Preservation of the Receivables. Subject to
Section 5.4(b), if the Notes have been declared to be due and payable under
Section 5.2 following an Event of Default, and such declaration and its
consequences have not been rescinded and annulled, the Indenture Trustee
may, but need not, elect to maintain possession of the Trust Estate and
apply proceeds as if there had been no declaration of acceleration;
provided, however, that Total Available Funds shall be applied in
accordance with such declaration of acceleration in the manner specified in
Section 4.6(c) of the Sale and Servicing Agreement. It is the desire of the
parties hereto and the Noteholders that there be at all times sufficient
funds for the payment of principal of and interest on the Notes and any
amounts owing to the Swap Counterparties, and the Indenture Trustee shall
take such desire into account when determining whether or not to maintain
possession of the Trust Estate. In determining whether to maintain
possession of the Trust Estate, the Indenture Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such
purpose.

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

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

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

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

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

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

It is understood and intended that no one or more Holders of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of
any other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided.

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

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

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

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

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

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

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

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

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

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

Notwithstanding the rights of Noteholders set forth in this Section,
subject to Section 6.1, the Indenture Trustee need not take any action that
it reasonably believes might involve it in costs, expenses and liabilities
for which it will not be adequately indemnified or might materially
adversely affect the rights of any Noteholders not consenting to such
action.

         SECTION 5.12 Waiver of Past Default. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.2,
the Holders of Notes representing not less than a majority of the principal
amount of the Notes Outstanding, voting as a group, may waive any past
Default or Event of Default and its consequences except a Default or Event
of Default (a) in the payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof that cannot be
amended, supplemented or modified without the consent of the Holder of each
Note. In the case of any such waiver, the Issuer, the Indenture Trustee and
the Holders of the Notes shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right
consequent thereto.

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

         SECTION 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorney's fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section
5.13 shall not apply to (a) any suit instituted by the Indenture Trustee,
(b) any suit instituted by any Noteholder or group of Noteholders, in each
case holding in the aggregate more than 10% of the principal amount of the
Notes Outstanding or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).

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

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

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

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

         (c) Promptly following a request from the Indenture Trustee to do
so and at the Administrator's expense, the Issuer agrees to take all such
lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by MMCA of each of its obligations to the Seller
under or in connection with the Purchase Agreement 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
Purchase Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the
part of the Seller thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by
MMCA of each of its obligations under the Purchase Agreement.

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

         (e) Promptly following a request from the Indenture Trustee to do
so, and at the Administrator's expense, the Issuer shall take all such
lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by the Swap Counterparties in accordance with
the Interest Rate Swap Agreements and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or
in connection with the Interest Rate Swap Agreements to the extent and in
the manner directed by the Indenture Trustee, including the transmission of
notices of default thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by
the Swap Counterparties of its obligations under the Interest Rate Swap
Agreements.

         (f) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing or by telephone, confirmed in writing promptly thereafter) of the
Noteholders of Notes evidencing not less than 66 2/3% of the principal
amount of the Controlling Note Class shall, exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Swap Counterparties
including the right or power to take any action to compel or secure
performance or observance by the Swap Counterparties of their obligations
to the Issuer under the Interest Rate Swap Agreements and to give any
consent, request, notice, direction, approval, extension, or waiver under
the Interest Rate Swap Agreements and any right of the Issuer to take such
action shall be suspended.


                                ARTICLE VI

                           THE INDENTURE TRUSTEE


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

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

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

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

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

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

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

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

         (d) Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to paragraphs (a), (b), (c), (e) and (g)
of this Section 6.1.

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

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

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

         (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and to the
provisions of the TIA.

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

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

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

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

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

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

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

         (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document, but
the Indenture Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney.

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

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

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

         SECTION 6.6 Reports by Indenture Trustee to Holders. Within a
reasonable period of time after the end of each calendar year, but not
later than the latest date permitted by law, in each case as determined by
the Servicer, the Indenture Trustee shall deliver to each Person who at any
time during the preceding calendar year was a Noteholder a statement
prepared by the Servicer pursuant to Section 3.9 of the Sale and Servicing
Agreement containing the information which is required to be expressed in
the Payment Date statements as a dollar amount per $1,000 of original
denomination of the Notes or Class of Notes, as applicable, aggregated for
such calendar year, for the purposes of such Noteholder's preparation of
Federal income tax returns.

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

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

         SECTION 6.8 Replacement of Indenture Trustee. (a) No resignation
or removal of the Indenture Trustee, and no appointment of a successor
Indenture Trustee, shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section
6.8. The Indenture Trustee may resign at any time by so notifying the
Issuer. The Holders of a majority in principal amount of the Notes
Outstanding, voting as a group, may remove the Indenture Trustee without
cause by so notifying the Indenture Trustee and the Issuer and the Issuer
may appoint a successor Indenture Trustee. The Issuer shall remove the
Indenture Trustee if:

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

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

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

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

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

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

         (c) If a successor Indenture Trustee does not take office within
sixty (60) days after the retiring Indenture Trustee resigns or is removed,
the retiring Indenture Trustee, the Issuer or the Holders of a majority in
principal amount of the Notes Outstanding may petition any court of
competent jurisdiction to appoint a successor Indenture Trustee. If the
Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction to remove the Indenture
Trustee and to appoint a successor Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 6.14 Interest Rate Swap Provisions. (a) The Issuer has
entered into the Interest Rate Swap Agreements, each in a form satisfactory
to the Rating Agencies, to hedge the floating rate interest expense on the
Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. The Issuer may, from
time to time, enter into one or more replacement Interest Rate Swap
Agreements with one or more replacement Swap Counterparties in the event
that any Interest Rate Swap Agreement is terminated prior to its scheduled
expiration pursuant to an Event of Default or Termination Event (each such
term as defined in the Interest Rate Swap Agreements). The notional amounts
of the Interest Rate Swaps will be determined as follows:

                  (i) The notional amount of the Class A-2 Interest Rate
         Swap hedging the interest expense on the Class A-2 Notes will be
         initially equal to the principal amount of the Class A-2 Notes on
         the Closing Date and will be reduced by the amount of any
         principal payments on the Class A-2 Notes.

                  (ii) The notional amount of the Class A-3 Interest Rate
         Swap hedging the interest expense on the Class A-3 Notes will be
         initially equal to the principal amount of the Class A-3 Notes on
         the Closing Date and will be reduced by the amount of any
         principal payments on the Class A-3 Notes.

                  (iii) The notional amount of the Class A-4 Interest Rate
         Swap hedging the interest expense on the Class A-4 Notes will be
         initially equal to the principal amount of the Class A-4 Notes on
         the Closing Date and will be reduced by the amount of any
         principal payments on the Class A-4 Notes.

         (b) On each Payment Date, Net Swap Payments (other than Swap
Termination Payments) relating to the Interest Rate Swaps will rank senior
to interest payments on the Class A Notes, and Swap Termination Payments
will rank pari passu with interest payments on the Class A Notes, all as
set forth in Section 8.2 hereof and Section 4.6 of the Sale and Servicing
Agreement.

         (c) The Indenture Trustee will be responsible for remitting Net
Swap Payments and any Swap Termination Payments payable to each Swap
Counterparty and for collecting the Net Swap Receipts and any Swap
Termination Payments payable to the Issuer, as applicable, on each Payment
Date.

         (d) In the event that a Swap Counterparty is required to
collateralize any Interest Rate Swap transaction pursuant to the terms of
the applicable Interest Rate Swap Agreement, the Indenture Trustee, upon
written request of the Administrator, shall establish individual collateral
accounts and will hold any securities deposited therein in trust and will
invest any cash amounts in accordance with the provisions of such Interest
Rate Swap Agreement.

         (e) The Administrator shall calculate and provide written
notification to the related Swap Counterparty and to the Indenture Trustee
of the notional amount of each Interest Rate Swap as of each Payment Date
on or before the twelfth day of the month of the related Payment Date. The
Administrator shall also obtain the calculation of LIBOR from the
Calculation Agent under this Agreement and shall calculate the amount, for
each Payment Date, of all Net Swap Payments, Net Swap Receipts, and Swap
Termination Payments payable on each Payment Date and shall provide written
notification of such amounts to the related Swap Counterparties and to the
Indenture Trustee prior to such Payment Date. At least five days before the
effective date of any proposed amendment or supplement to an Interest Rate
Swap Agreement, the Administrator shall provide the Rating Agencies with a
copy of such amendment or supplement. Unless the amendment or supplement
clarifies any term or provision, corrects any inconsistency, cures any
ambiguity, or corrects any typographical error in such Interest Rate Swap
Agreement, an amendment or supplement to such Interest Rate Swap Agreement
will be effective only after satisfaction of the Rating Agency Condition.

         (f) Promptly following the early termination of any Interest Rate
Swap Agreement due to an Event of Default or Termination Event (as each
such term is defined in such Interest Rate Swap Agreement), the Issuer will
use reasonable efforts to enter into a replacement interest rate swap
agreement on terms similar to those of such Interest Rate Swap Agreement
with an eligible swap counterparty unless the Indenture Trustee sells the
Indenture Trust Estate pursuant to Section 5.4(a)(iv). The Issuer shall
take action as the Indenture Trustee may request to compel or secure the
performance and observance by the Swap Counterparties of their obligations
under the Interest Rate Swap Agreements, as provided in Section 5.16(e) and
5.16(f).

         (g) Each Interest Rate Swap Agreement shall provide that a
termination event will occur thereunder if:

                  (i) the long-term rating of The Chase Manhattan Bank is
         suspended, withdrawn or downgraded below a rating of "A2" by
         Moody's and, within 30 days of such suspension, withdrawal or
         downgrade the Swap Counterparty fails to (i) deliver or post
         collateral reasonably acceptable to the Issuer and acceptable to
         Moody's in amounts sufficient or in accordance with the standards
         of Moody's (as such standards may be modified while any
         transaction is still outstanding) to secure its obligations under
         the interest rate swap agreement, (ii) assign its rights and
         obligations under the interest rate swap agreement to a
         replacement counterparty reasonably acceptable to the Issuer and
         to Moody's or (iii) establish other arrangements necessary, if
         any, (including, without limitation, causing an entity with
         ratings such that if the Swap Counterparty or its credit support
         provider had such ratings, the suspension, withdrawal or downgrade
         would not have occurred, to guarantee or provide an indemnity in
         respect of the Swap Counterparty's or its credit support
         provider's obligations under the interest rate swap agreement in
         form and substance reasonably satisfactory to Moody's) in each
         case so that Moody's confirms the ratings of the Class A-2 Notes,
         the Class A-3 Notes and the Class A-4 Notes that were in effect
         immediately prior to such suspension, withdrawal or downgrade;

                  (ii) the short-term rating of The Chase Manhattan Bank is
         suspended, withdrawn or downgraded below a rating of "A-1" by S&P
         and, within 30 days of such suspension, withdrawal or downgrade
         the Swap Counterparty fails to (i) assign its rights and
         obligations under the interest rate swap agreement to a
         replacement counterparty reasonably acceptable to the Issuer and
         to S&P or (ii) establish other arrangements necessary, if any,
         (including, without limitation, causing an entity with ratings
         such that if the Swap Counterparty or its credit support provider
         had such ratings, the suspension, withdrawal or downgrade would
         not have occurred, to guarantee or provide an indemnity in respect
         of the Swap Counterparty's or its credit support provider's
         obligations under the interest rate swap agreement in form and
         substance reasonably satisfactory to S&P) in each case so that S&P
         confirms the ratings of the Class A-2 Notes, the Class A-3 Notes
         and the Class A-4 Notes that were in effect immediately prior to
         such suspension, withdrawal or downgrade; or

                  (iii) the long-term rating or the short-term rating of
         The Chase Manhattan Bank is suspended, withdrawn or downgraded
         below a rating of "A" or "F-1," respectively, by Fitch and, within
         30 days of such suspension, withdrawal or downgrade the Swap
         Counterparty fails to (i) deliver or post collateral reasonably
         acceptable to the Issuer and acceptable to Fitch in amounts
         sufficient or in accordance with the standards of Fitch (as such
         standards may be modified while any transaction is still
         outstanding) to secure its obligations under the interest rate
         swap agreement, (ii) assign its rights and obligations under the
         interest rate swap agreement to a replacement counterparty
         reasonably acceptable to the Issuer and to Fitch or (iii)
         establish other arrangements necessary, if any, (including,
         without limitation, causing an entity with ratings such that if
         the Swap Counterparty or its credit support provider had such
         ratings, the suspension, withdrawal or downgrade would not have
         occurred, to guarantee or provide an indemnity in respect of the
         Swap Counterparty's or its credit support provider's obligations
         under the interest rate swap agreement in form and substance
         reasonably satisfactory to Fitch) in each case so that Fitch
         confirms the ratings of the Class A-2 Notes, the Class A-3 Notes
         and the Class A-4 Notes that were in effect immediately prior to
         such suspension, withdrawal or downgrade.

                                ARTICLE VII

                       NOTEHOLDERS' LISTS; REPORTING

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

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

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

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

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

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

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

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

         (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall correspond to the calendar year.

         SECTION 7.4 Reporting and Notices by Indenture Trustee. (a) If
required by TIA Section 313(a), within sixty (60) days after each March 31,
beginning with March 31, 2002, the Indenture Trustee shall mail to each
Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee also
shall comply with TIA Section 313(b).

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


                               ARTICLE VIII

                    ACCOUNTS, DISBURSEMENTS AND RELEASES

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

         SECTION 8.2 Trust Accounts. (a) On or prior to the Closing Date,
the Issuer shall cause the Servicer to establish and maintain, in the name
of the Indenture Trustee, (i) for the benefit of the Noteholders and the
Certificateholders, each of the Trust Accounts other than the Negative
Carry Account and the Note Payment Account as provided in Sections 4.1, 4.7
and 5.1 of the Sale and Servicing Agreement and (ii) for the exclusive
benefit of the Noteholders, the Negative Carry Account and the Note Payment
Account as provided in Sections 4.1(c), 4.1(d) and 4.12 of the Sale and
Servicing Agreement.

         (b) On or before each Payment Date, the Servicer shall deposit in
the Collection Account all amounts required to be deposited therein with
respect to the related Collection Period as provided in Sections 4.2 and
4.4 of the Sale and Servicing Agreement. On or before each Payment Date,
all amounts required to be deposited in the Note Payment Account with
respect to the related Collection Period pursuant to Sections 4.6 and 4.7
of the Sale and Servicing Agreement shall be withdrawn by the Indenture
Trustee from the Collection Account and/or the Reserve Account and
deposited to the Note Payment Account for payment to Noteholders in
accordance with Section 2.8 on such Payment Date. The Indenture Trustee
shall direct the applicable Swap Counterparties to deposit, and shall
otherwise cause to be deposited on each Payment Date, any Net Swap Receipts
then due and payable in the Collection Account. In addition, the Indenture
Trustee shall direct the applicable Swap Counterparties to deposit, and
shall otherwise cause to be deposited, all Swap Termination Payments paid
by Swap Counterparties to the Trust into the Collection Account; provided,
that, upon direction of the Issuer, the Indenture Trustee may retain a part
or all of such Swap Termination Payments to be applied as an initial
payment to a replacement Swap Counterparty or Swap Counterparties, and
provided further that the Indenture Trustee shall promptly deposit any
retained amounts that are not so applied to the Collection Account.

         SECTION 8.3 General Provisions Regarding Accounts. (a) So long as
no Default or Event of Default shall have occurred and be continuing, all
or a portion of the funds in the Collection Account, the Pre-Funding
Account, the Payahead Account, the Reserve Account, the Negative Carry
Account and the Yield Supplement Account shall be invested by the Indenture
Trustee at the direction of the Servicer in Permitted Investments as
provided in Sections 4.1, 4.7 and 5.1 of the Sale and Servicing Agreement.
All income or other gain (net of losses and investment expenses) from
investments of monies deposited in the Collection Account, the Pre-Funding
Account, the Payahead Account, the Reserve Account, the Negative Carry
Account and the Yield Supplement Account shall be withdrawn by the
Indenture Trustee from such accounts and distributed (but only under the
circumstances set forth in the Sale and Servicing Agreement in the case of
the Pre-Funding Account, the Reserve Account, the Negative Carry Account
and the Yield Supplement Account) as provided in Sections 4.1, 4.7 and 5.1
of the Sale and Servicing Agreement. The Servicer shall not direct the
Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
Granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the
Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

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

         (c) If (i) the Servicer shall have failed to give investment
directions to the Indenture Trustee by 11:00 a.m., New York Time (or such
other time as may be agreed by the Issuer and Indenture Trustee), on the
Business Day preceding each Payment Date for any funds on deposit in the
Collection Account, the Pre-Funding Account, the Payahead Account, the
Reserve Account, the Negative Carry Account or the Yield Supplement
Account, (ii) to the knowledge of a Responsible Officer of the Indenture
Trustee, a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.2 or (iii) the Notes shall
have been declared due and payable following an Event of Default and
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.4 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest
and reinvest funds in such Trust Accounts in one or more Permitted
Investments as set forth in Schedule I hereto.

         SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of
its fees and expenses pursuant to Section 6.7, the Indenture Trustee may,
and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey
the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any monies.

         (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to
Section 6.7 have been paid in full and all amounts (including Swap
Termination Payments) owing under each Interest Rate Swap Agreement have
been paid in full, release any remaining portion of the Trust Estate that
secured the Issuer's obligations under the Notes and the Interest Rate Swap
Agreements from the lien of this Indenture and release to the Issuer or any
other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of
this Indenture pursuant to this Section 8.4(b) only upon receipt of (i) an
Issuer Request accompanied by confirmation that all amounts owing by the
Issuer under each Interest Rate Swap Agreement have been paid, an Officer's
Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent, if any, provided for in this Indenture relating to
the release of the property from the lien of this Indenture have been
complied with, provided that counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in
connection with any such action and (ii) if required by the TIA,
Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

         SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall
receive at least seven (7) days notice when requested by the Issuer to take
any action pursuant to Section 8.4(a), accompanied by copies of any
instruments involved, and the Indenture Trustee shall also require, except
in connection with any action contemplated by Section 8.4(b), as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of
the provisions of this Indenture; provided, however, that such Opinion of
Counsel shall not be required to express an opinion as to the fair value of
the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate
or other instrument delivered to the Indenture Trustee in connection with
any such action.

                                ARTICLE IX

                          SUPPLEMENTAL INDENTURES

         SECTION 9.1 Supplemental Indentures Without Consent of
Noteholders.

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

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

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

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

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

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any
         supplemental indenture or to make any other provisions with
         respect to matters or questions arising under this Indenture which
         will not be inconsistent with other provisions of the Indenture;
         provided that such action shall not materially adversely affect
         the interests of the Noteholders or adversely affect the rights or
         obligations of any Swap Counterparty under the related Interest
         Rate Swap Agreement, or modify or impair the ability of the Issuer
         to fully perform any of its obligations under any Interest Rate
         Swap Agreement (and, so long as a copy of the proposed amendment
         or supplement has been delivered to each of the parties listed in
         Section 11.4(c) with respect to the Swap Counterparty and makes
         clear that the Swap Counterparty has no longer than ten Business
         Days to object to such amendment or supplement, the Swap
         Counterparty's consent will be deemed to have been given if the
         Swap Counterparty does not object in writing within ten Business
         Days of receipt of a written request for such consent);

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

                  (vii) to modify, eliminate or add to the provisions of
         this Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the TIA or under any similar
         federal statute hereafter enacted and to add to this Indenture
         such other provisions as may be expressly required by the TIA; or

                  (viii) to add, delete or modify any provisions necessary
         or advisable to allow the Receivables to be derecognized by MMCA
         under GAAP or to allow the Issuer to avoid becoming a member of
         MMCA's consolidated group under GAAP;

provided, however, that (i) such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder or of the Swap Counterparty, (ii) the Rating Agency
Condition shall have been satisfied with respect to such action and (iii)
such action shall not, as evidenced by an Opinion of Counsel, cause the
Issuer to be characterized for Federal or any then Applicable Tax State
income tax purposes as an association taxable as a corporation or otherwise
have any material adverse impact on the Federal or any then Applicable Tax
State income taxation of any Notes Outstanding or outstanding Certificates
or any Noteholder or Certificateholder. The Indenture Trustee is hereby
authorized to join in the execution of any such supplemental indenture and
to make any further appropriate agreements and stipulations that may be
therein contained;

         (b) Notwithstanding anything contained herein to the contrary,
this Indenture may be amended by the parties hereto, whose consent to so
amend this Indenture will not be unreasonably withheld, but without the
consent of any Noteholders, to add, modify or eliminate such provisions as
may be necessary or advisable in order to enable: (a) the transfer to the
Issuer of all or any portion of the Receivables to be derecognized by MMCA
under GAAP, (b) the Issuer to avoid becoming a member of MMCA's
consolidated group under GAAP or (c) the Issuer or any affiliate of the
Seller to otherwise comply with or obtain more favorable treatment under
any law or regulation or any accounting rule or principle; provided,
however, it being a condition to any such amendment that the Rating Agency
Condition shall have been met; provided, further, that in the case of any
amendment hereunder, the Administrator shall furnish to the Indenture
Trustee an Opinion of Counsel which provides that: (i) the interests of the
Noteholders and the Swap Counterparty will not be materially and adversely
affected by the amendment and (ii) the amendment will not significantly
change the permitted activities of the Issuer; and provided, further, that
no such amendment shall be inconsistent with the derecognition by MMCA of
the Receivables under GAAP or cause the Issuer to become a member of MMCA's
consolidated group under GAAP.

         SECTION 9.2 Supplemental Indentures with Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order,
also may, with prior notice to the Rating Agencies and with the consent of
the Holders of not less than a majority of the principal amount of the
Notes Outstanding, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or modifying
in any manner the rights of the Holders of the Notes under this Indenture;
provided, however, that (i) such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder, (ii) the Rating Agency Condition shall have been
satisfied with respect to such action, (iii) such action shall not, as
evidenced by an Opinion of Counsel, cause the Issuer to be characterized
for Federal or any then Applicable Tax State income tax purposes as an
association taxable as a corporation or otherwise have any material adverse
impact on the Federal or any then Applicable Tax State income taxation of
any Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder, and (iv) (x) such action shall not materially adversely
affect the rights or obligations of any Swap Counterparty under the related
Interest Rate Swap Agreement or modify the obligations of, or impair the
ability of the Issuer to fully perform any of its obligations under such
Interest Rate Swap Agreement or (y) each Swap Counterparty shall have
consented thereto (so long as a copy of the proposed amendment or
supplement has been delivered to each of the parties listed in Section
11.4(c) with respect to the Swap Counterparty and makes clear that the Swap
Counterparty has no longer than ten Business Days to object to such
amendment or supplement, the Swap Counterparty's consent will be deemed to
have been given if the Swap Counterparty does not object in writing within
ten Business Days of receipt of a written request for such consent); and
provided, further, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

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

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

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

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

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

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

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

The Indenture Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The
Indenture Trustee shall not be liable for any such determination made in
good faith or on the basis of an Opinion of Counsel.

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

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

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

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

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

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

                            REDEMPTION OF NOTES

         SECTION 10.1 Redemption. (a) The Notes are subject to redemption
in whole, but not in part, at the direction of the Servicer pursuant to
Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on
which the Servicer exercises its option to purchase the assets of the
Issuer pursuant to said Section 9.1(a), and the amount paid by the Servicer
shall be treated as collections of Receivables and applied to pay the
unpaid principal amount of the Notes plus accrued and unpaid interest
thereon and the Certificate Balance. The Servicer or the Issuer shall
furnish the Rating Agencies and the Noteholders notice of such redemption.
If the Notes are to be redeemed pursuant to this Section 10.1(a), the
Servicer or the Issuer shall furnish notice of such election to the
Indenture Trustee not later than twenty (20) days prior to the Redemption
Date and the Issuer shall deposit by 10:00 A.M. (New York City time) on the
Redemption Date with the Indenture Trustee in the Note Payment Account the
Redemption Price of the Notes to be redeemed, whereupon all such Notes
shall be due and payable on the Redemption Date.

         (b) In the event that on or prior to the Payment Date on which the
Pre-Funding Period ends (or, if the Pre-Funding Period does not end on a
Payment Date, the immediately succeeding Payment Date) the Remaining
Pre-Funded Amount has been withdrawn from the Pre-Funding Account and
deposited to the Collection Account by the Indenture Trustee at the
direction of the Servicer pursuant to Section 4.11(b) of the Sale and
Servicing Agreement, the Remaining Pre-Funded Amount shall be treated as a
part of the Available Funds and the Principal Distribution Amount for such
Payment Date.

         SECTION 10.2 Form of Redemption Notice. Notice of redemption under
Section 10.1(a) shall be given by the Indenture Trustee by first-class
mail, postage prepaid, or by facsimile mailed or transmitted promptly
following receipt of notice from the Issuer or Servicer pursuant to Section
10.1(a), but not later than ten (10) days prior to the applicable
Redemption Date, to each Holder of Notes as of the close of business on the
Record Date preceding the applicable Redemption Date, at such Holder's
address or facsimile number appearing in the Note Register.

                  All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price; and

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

         Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer; provided, that in the
case of a redemption pursuant to Section 10.1(b), no notice shall be
required to be given to Noteholders. Failure to give any required notice of
redemption, or any defect therein, to any Holder of any Note shall not
impair or affect the validity of the redemption of any other Note.

         SECTION 10.3 Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2
(in the case of redemption pursuant to Section 10.1(a)), on the Redemption
Date become due and payable at the Redemption Price and (unless the Issuer
shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price for any period after the date to which
accrued interest is calculated for purposes of calculating the Redemption
Price.

                                ARTICLE XI

                               MISCELLANEOUS

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

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

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

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

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

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

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

                  (ii) Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating
         the opinion of any signer thereof as to the matters described in
         clause (i) above, the Issuer shall also deliver to the Indenture
         Trustee an Independent Certificate as to the same matters, if the
         fair value to the Issuer of the property or securities to be so
         deposited and of all other such property or securities made the
         basis of any such withdrawal or release since the commencement of
         the then-current fiscal year of the Issuer, as set forth in the
         certificates delivered pursuant to clause (i) above and this
         clause (ii), is ten percent (10%) or more of the principal amount
         of the Notes Outstanding, but such a certificate need not be
         furnished with respect to any property or securities so deposited,
         if the fair value thereof to the Issuer as set forth in the
         related Officer's Certificate is less than $25,000 or less than
         one percent (1%) of the principal amount of the Notes Outstanding.

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

                  (iv) Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating
         the opinion of any signer thereof as to the matters described in
         clause (iii) above, the Issuer shall also furnish to the Indenture
         Trustee an Independent Certificate as to the same matters if the
         fair value of the property or securities and of all other
         property, other than property as contemplated by clause (v) below
         or securities released from the lien of this Indenture since the
         commencement of the then-current calendar year, as set forth in
         the certificates required by clause (iii) above and this clause
         (iv), equals ten percent (10%) or more of the principal amount of
         the Notes Outstanding, but such certificate need not be furnished
         in the case of any release of property or securities if the fair
         value thereof as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent (1%) of the principal
         amount of the then Outstanding Notes.

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

         SECTION 11.2 Form of Documents Delivered to Indenture Trustee. (a)
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only 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 a Responsible Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon
which such officer's certificate or opinion is based are erroneous. Any
such certificate of a Responsible 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 Administrator or the Issuer, stating that the information
with respect to such factual matters is in the possession of the Servicer,
the Seller, the Administrator or the Issuer, unless such Responsible
Officer or 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, comments, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

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

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

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

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

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

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

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

         (b) the Issuer by the Indenture Trustee or by any Noteholder,
shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuer addressed to:

                           MMCA Auto Owner Trust 2001-3,
                           c/o Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware 19801
                           Attention: Corporate Trust Department

                           with a copy to the Administrator at:

                           6363 Katella Avenue
                           Cypress, California 90630-5205
                           Attention: Executive Vice President and Treasurer

or at any other address previously furnished in writing to the Indenture
Trustee by the Issuer or the Administrator. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee.

         (c) Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee, the Owner Trustee or the initial Swap
Counterparty shall be in writing, personally delivered, sent by facsimile
or mailed by certified mail, return receipt requested, to

                           in the case of Moody's, at the following address:

                           Moody's Investors Service, Inc.
                           ABS Monitoring Department
                           99 Church Street
                           New York, New York 10007
                           Fax: (212) 553-0573

                           in the case of S&P, at the following address:

                           Standard & Poor's Ratings Services
                           55 Water Street, 40th Floor
                           New York, New York 10041
                           Fax: (212) 438-2649

                           in the case of Fitch, at the following address:

                           Fitch, Inc.
                           One State Street Plaza
                           New York, New York 10004
                           Attention:  Asset Backed Surveillance Department
                           Fax: (212) 480-4438

                           in the case of the initial Swap Counterparty as
                           of the Closing Date, at the following address:

                           The Chase Manhattan Bank
                           270 Park Avenue
                           New York, New York  10017
                           Attention: John Cho
                           Fax: (212) 834-6562

                           with a copy to:

                           The Chase Manhattan Bank
                           270 Park Avenue
                           New York, New York  10017
                           Attention: Jeffrey Kim (Derivatives Marketing)
                           Fax: (212) 834-6871

                           and with a copy to:

                           The Chase Manhattan Bank
                           270 Park Avenue, 40th Floor
                           New York, New York  10017
                           Attention: Legal Department - Capital Markets Group
                           Fax: (212) 270-7468

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

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

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

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

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

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

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


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

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

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

         SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or
in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Noteholders, the
Swap Counterparties, and any other party secured hereunder, and any other
Person with an ownership interest in any part of the Trust Estate, any
benefit or any legal or equitable right, remedy or claim under this
Indenture; provided, that no Swap Counterparty shall have any right to
institute any Proceeding, judicial or otherwise, with respect to
enforcement of remedies under Article V of this Indenture upon the
occurrence of an Event of Default.

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

         SECTION 11.13 Governing Law. This Indenture shall be construed in
accordance with the laws of the State of New York.

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

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

         SECTION 11.16 Trust Obligation. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Indenture Trustee on the Notes or under this Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacities), and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all
purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Article VI, VII
and VIII of the Trust Agreement.

         SECTION 11.17 No Petition; Subordination; Claims Against Seller.
The Indenture Trustee, by entering into this Indenture, and each Noteholder
or Note Owner, by accepting a Note or beneficial interest in a Note, as the
case may be, hereby covenant and agree that (a) they will not at any time
institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture or
any of the Basic Documents, (b) any claim that they may have at any time
against the Subtrust Assets of any Subtrust unrelated to the Notes, and any
claim they have at any time against the Seller that they may seek to
enforce against the Subtrust Assets of any Subtrust unrelated to the Notes,
shall be subordinate to the payment in full, including post-petition
interest, in the event that the Seller becomes a debtor or debtor in
possession in a case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect or otherwise
subject to any insolvency, reorganization, liquidation, rehabilitation or
other similar proceedings, of the claims of the holders of any Securities
related to such unrelated Subtrust and the holders of any other notes,
bonds, contracts or other obligations that are related to such unrelated
Subtrust and (c) they hereby irrevocably make the election afforded by
Title 11 United States Code Section 1111(b)(1)(A)(i) to secured creditors
to receive the treatment afforded by Title 11 United States Code Section
1111(b)(2) with respect to any secured claim that they may have at any time
against the Seller. The obligations of the Seller under this Indenture are
limited to the related Subtrust and the related Subtrust Assets.

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

         SECTION 11.19 Employee Benefit Plans. Each Plan that acquires a
Note, by its acceptance of the Note, shall be deemed to represent that its
acquisition, holding and disposition of the Note does not give rise to a
prohibited transaction for which no exemption is available.

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

                                   MMCA AUTO OWNER TRUST 2001-3

                                   By:   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely
                                   as Owner Trustee


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


                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                      not in its individual capacity but solely
                                      as Indenture Trustee


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



                                                                     SCHEDULE A


           Schedule of Receivables provided to Indenture Trustee
                on Computer Tape, Compact Disk or Microfiche





                                                                     SCHEDULE I

                       List of Permitted Investments


Account(s)                                     Permitted Investments
----------                                     ---------------------
Collection Account                    Federated Government Obligations Fund

Negative Carry Account                Federated Government Obligations Fund

Payahead Account                      Federated Government Obligations Fund

Pre-Funding Account                   Federated Government Obligations Fund

Reserve Account                       Federated Government Obligations Fund

Yield Supplement Account              Federated Government Obligations Fund



                                                                    EXHIBIT A-1

                   [Form of Class A-1 Asset Backed Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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


REGISTERED                                                           $[       ]
]

No. R-1                                                  CUSIP NO. [          ]

                        MMCA AUTO OWNER TRUST 2001-3

                     [ ]% CLASS A-1 ASSET BACKED NOTES

         MMCA Auto Owner Trust 2001-3, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [ ] payable on each Payment Date
in the aggregate amount, if any, payable from the Note Payment Account in
respect of principal on the Class A-1 Notes pursuant to Section 2.8 of the
Indenture, dated as of October 1, 2001 (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"),
between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that if not paid prior to such date, the
entire unpaid principal amount of this Class A-1 Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class A-1 Stated
Maturity Date") and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-1 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Capitalized terms
used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable
herein.

         The Issuer shall pay interest on this Class A-1 Note at the rate
per annum shown above on each Payment Date until the principal of this
Class A-1 Note is paid or made available for payment, on the principal
amount of this Class A-1 Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Section 3.1 of
the Indenture. Interest on this Class A-1 Note will accrue for each Payment
Date from and including the previous Payment Date (or, in the case of the
initial Payment Date, or if no interest has been paid, from and including
the Closing Date) to but excluding such Payment Date. Interest will be
computed on the basis of the actual number of days elapsed and a 360-day
year. Such principal of and interest on this Class A-1 Note shall be paid
in the manner specified on the reverse side hereof.

         The principal of and interest on this Class A-1 Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Class A-1 Note shall be
applied first to interest due and payable on this Class A-1 Note as
provided above and then to the unpaid principal of this Class A-1 Note.

         Reference is made to the further provisions of this Class A-1 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual
signature, this Class A-1 Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory
for any purpose.



             [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



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

Date: _______________, 2001

                               MMCA AUTO OWNER TRUST 2001-3,

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


                               By: __________________________________
                                   Responsible Officer



                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                  BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                  not in its individual capacity but solely as
                                  Indenture Trustee


                                  By: __________________________________
                                        Responsible Officer



         This Class A-1 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its [ ]% Class A-1 Asset Backed Notes, which,
together with the Floating Rate Class A-2 Asset-Backed Notes, the Floating
Rate Class A-3 Asset-Backed Notes, the Floating Rate Class A-4 Asset-Backed
Notes and the [ ]% Class B Asset-Backed Notes (collectively, the "Notes"),
are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture.

         The Class A-1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.
The Class A-1 Notes are equal in right of payment to the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes and senior in right of payment
to the Class B Notes, and the Class A-1 Notes are subordinate to the rights
of the Swap Counterparties to receive payments (other than Swap Termination
Payments) pursuant to the Interest Rate Swap Agreements, each as and to the
extent provided in the Indenture.

         Principal of the Class A-1 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month or, if any such day is not a Business Day, the
next succeeding Business Day, commencing [ ] 15, 2001.

         As described above, the entire unpaid principal amount of this
Class A-1 Note shall be due and payable on the earlier of the Class A-1
Stated Maturity Date and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-1 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Holders of the Notes
representing not less than a majority of the outstanding principal amount
of the Notes of all Classes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class A-1 Notes shall be made pro rata to the
Holders entitled thereto.

         Payments of interest on this Class A-1 Note due and payable on
each Payment Date, together with the installment of principal, if any, to
the extent not in full payment of this Class A-1 Note, shall be made by
check mailed to the Person whose name appears as the Registered Holder of
this Class A-1 Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date, except that with respect
to Class A-1 Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class
A-1 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-1 Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding
upon all future Holders of this Class A-1 Note and of any Class A-1 Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-1 Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Class A-1
Note at the Indenture Trustee's Corporate Trust Office or at the office of
the Indenture Trustee's agent appointed for such purposes located in New
York, New York.

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

         As provided in the Indenture, the Notes may be redeemed in the
manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations
set forth therein, the transfer of this Class A-1 Note may be registered on
the Note Register upon surrender of this Class A-1 Note for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, and thereupon one or more
new Class A-1 Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of
transfer or exchange of this Class A-1 Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of
transfer or exchange.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that (a) such Noteholder or Note
Owner will not at any time institute against the Seller, or the Issuer, or
join in any institution against the Seller or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents and (b) any claim that such Noteholder or Note Owner
may have at any time against the Subtrust Assets of any Subtrust unrelated
to the Notes, and any claim that such Noteholder may have against the
Seller that such Noteholder may seek to enforce against the Subtrust Assets
of any Subtrust unrelated to the Notes, shall be subordinate to the payment
in full, including post-petition interest, in the event that the Seller
becomes a debtor or debtor in possession in a case under any applicable
federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect or otherwise subject to any insolvency, reorganization,
liquidation, rehabilitation or other similar proceedings, of the claims of
the holders of any Securities related to such unrelated Subtrust and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Subtrust. The obligations of the Seller
represented by this Note are limited to the related Subtrust and the
related Subtrust Assets.

         Each Noteholder or Note Owner that is a Plan, by its acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
shall be deemed to represent that its acquisition, holding and disposition
of the Note or beneficial interest in the Note, as applicable, does not
give rise to a prohibited transaction for which no exemption is available.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY
MAKES THE ELECTION AFFORDED BY TITLE 11 UNITED STATES CODE SECTION
1111(b)(1)(A)(i) TO SECURED CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY
TITLE 11 UNITED STATES CODE SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED
CLAIM THAT SUCH NOTEHOLDER OR NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE
SELLER.

         The Issuer has entered into the Indenture and this Class A-1 Note
is issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will qualify as indebtedness of the
Issuer secured by the Trust Estate. Each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a
Note), agrees to treat the Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this
Class A-1 Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this
Class A-1 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 Class A-1 Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.

         The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of all of the Notes Outstanding, voting as a
group, and with the consent of the Swap Counterparties if such amendment
adversely affects the rights or obligations of the Swap Counterparties
under the related Interest Rate Swap Agreements or modifies the obligations
of, or impairs the ability of, the Issuer to fully perform any of its
obligations under such Interest Rate Swap Agreements. The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Class A Notes Outstanding, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class A-1
Note (or any one or more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Class A-1 Note and of
any Class A-1 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-1 Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of Holders of the Notes (or the Swap
Counterparties) issued thereunder.

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

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

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

         This Class A-1 Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

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

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Bank of Tokyo-Mitsubishi
Trust Company, in its individual capacity, Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, or
any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable
for, nor shall recourse be had to any of them for, the payment of principal
or of interest on this Class A-1 Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
the Indenture. The Holder of this Note, by his acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and
all liabilities, obligations and undertakings contained in the Indenture or
in this Class A-1 Note.


                                 ASSIGNMENT


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

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


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

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


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



Dated: __________________                      ______________________________*/
                                               Signature Guaranteed


                                               ______________________________*/
                                               Signature Guaranteed


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

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



                                                                    EXHIBIT A-2

                   [Form of Class A-2 Asset Backed Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

REGISTERED                                                        $[          ]

No. R-1                                                  CUSIP NO. [          ]

                        MMCA AUTO OWNER TRUST 2001-3

                 FLOATING RATE CLASS A-2 ASSET BACKED NOTES

         MMCA Auto Owner Trust 2001-3, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [ ] payable on each Payment Date
in the aggregate amount, if any, payable from the Note Payment Account in
respect of principal on the Class A-2 Notes pursuant to Section 2.8 of the
Indenture, dated as of October 1, 2001 (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"),
between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that if not paid prior to such date, the
entire unpaid principal amount of this Class A-2 Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class A-2 Stated
Maturity Date") and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-2 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Capitalized terms
used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable
herein.

         The Issuer shall pay interest on this Class A-2 Note at a per
annum rate equal to the London interbank offered rate ("LIBOR") for
one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus [
]% on the principal amount of this Class A-2 Note outstanding on the
preceding Payment Date (provided, however, that interest shall accrue from
the Closing Date to the initial Payment Date, and shall be payable on the
initial Payment Date, at a per annum rate equal to [ ]% on the original
principal amount outstanding on the Closing Date), subject to certain
limitations contained in Section 3.1 of the Indenture, until the principal
of this Class A-2 Note is paid or made available for payment. Interest on
this Class A-2 Note will accrue for each Payment Date from and including
the previous Payment Date (or, in the case of the initial Payment Date, or
if no interest has been paid, from and including the Closing Date) to but
excluding such Payment Date. Interest will be computed on the basis of the
actual number of days elapsed and a 360-day year. Such principal of and
interest on this Class A-2 Note shall be paid in the manner specified on
the reverse side hereof.

         The principal of and interest on this Class A-2 Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Class A-2 Note shall be
applied first to interest due and payable on this Class A-2 Note as
provided above and then to the unpaid principal of this Class A-2 Note.

         Reference is made to the further provisions of this Class A-2 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-2 Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Class A-2 Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.



             [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



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

Date: _______________, 2001

                                 MMCA AUTO OWNER TRUST 2001-3,

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


                                     By:      __________________________
                                              Responsible Officer



                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                 BANK OF TOKYO-MITSUBISHI
                                 TRUST COMPANY,
                                 not in its individual capacity but
                                 solely as Indenture Trustee


                                     By:      __________________________
                                              Responsible Officer



         This Class A-2 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Floating Rate Class A-2 Asset Backed Notes,
which, together with the [ ]% Class A-1 Asset-Backed Notes, the Floating
Rate Class A-3 Asset-Backed Notes, the Floating Rate Class A-4 Asset-Backed
Notes and the [ ]% Class B Asset-Backed Notes (collectively, the "Notes"),
are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture.

         The Class A-2 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.
The Class A-2 Notes are equal in right of payment to the Class A-1 Notes,
the Class A-3 Notes and the Class A-4 Notes and senior in right of payment
to the Class B Notes, and the Class A-2 Notes are subordinate to the rights
of the Swap Counterparties to receive payments (other than Swap Termination
Payments) pursuant to the Interest Rate Swap Agreements, each as and to the
extent provided in the Indenture.

         Principal of the Class A-2 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month or, if any such day is not a Business Day, the
next succeeding Business Day, commencing [ ] 15, 2001.

         As described above, the entire unpaid principal amount of this
Class A-2 Note shall be due and payable on the earlier of the Class A-2
Stated Maturity Date and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-2 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Holders of the Notes
representing not less than a majority of the outstanding principal amount
of the Notes of all Classes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class A-2 Notes shall be made pro rata to the
Holders entitled thereto.

         Payments of interest on this Class A-2 Note due and payable on
each Payment Date, together with the installment of principal, if any, to
the extent not in full payment of this Class A-2 Note, shall be made by
check mailed to the Person whose name appears as the Registered Holder of
this Class A-2 Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date, except that with respect
to Class A-2 Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class
A-2 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-2 Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding
upon all future Holders of this Class A-2 Note and of any Class A-2 Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-2 Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Class A-2
Note at the Indenture Trustee's Corporate Trust Office or at the office of
the Indenture Trustee's agent appointed for such purposes located in New
York, New York.

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

         As provided in the Indenture, the Notes may be redeemed in the
manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations
set forth therein, the transfer of this Class A-2 Note may be registered on
the Note Register upon surrender of this Class A-2 Note for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, and thereupon one or more
new Class A-2 Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of
transfer or exchange of this Class A-2 Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of
transfer or exchange.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that (a) such Noteholder or Note
Owner will not at any time institute against the Seller, or the Issuer, or
join in any institution against the Seller or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents and (b) any claim that such Noteholder or Note Owner
may have at any time against the Subtrust Assets of any Subtrust unrelated
to the Notes, and any claim that such Noteholder may have against the
Seller that such Noteholder may seek to enforce against the Subtrust Assets
of any Subtrust unrelated to the Notes, shall be subordinate to the payment
in full, including post-petition interest, in the event that the Seller
becomes a debtor or debtor in possession in a case under any applicable
federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect or otherwise subject to any insolvency, reorganization,
liquidation, rehabilitation or other similar proceedings, of the claims of
the holders of any Securities related to such unrelated Subtrust and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Subtrust. The obligations of the Seller
represented by this Note are limited to the related Subtrust and the
related Subtrust Assets.

         Each Noteholder or Note Owner that is a Plan, by its acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
shall be deemed to represent that its acquisition, holding and disposition
of the Note or beneficial interest in the Note, as applicable, does not
give rise to a prohibited transaction for which no exemption is available.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY
MAKES THE ELECTION AFFORDED BY TITLE 11 UNITED STATES CODE SECTION
1111(b)(1)(A)(i) TO SECURED CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY
TITLE 11 UNITED STATES CODE SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED
CLAIM THAT SUCH NOTEHOLDER OR NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE
SELLER.

         The Issuer has entered into the Indenture and this Class A-2 Note
is issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will qualify as indebtedness of the
Issuer secured by the Trust Estate. Each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a
Note), agrees to treat the Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this
Class A-2 Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this
Class A-2 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 Class A-2 Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.

         The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of all of the Notes Outstanding, voting as a
group, and with the consent of the Swap Counterparties if such amendment
adversely affects the rights or obligations of the Swap Counterparties
under the related Interest Rate Swap Agreements or modifies the obligations
of, or impairs the ability of, the Issuer to fully perform any of its
obligations under such Interest Rate Swap Agreements. The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Class A Notes Outstanding, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class A-2
Note (or any one or more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Class A-2 Note and of
any Class A-2 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-2 Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of Holders of the Notes (or the Swap
Counterparties) issued thereunder.

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

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

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

         This Class A-2 Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

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

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Bank of Tokyo-Mitsubishi
Trust Company, in its individual capacity, Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, or
any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable
for, nor shall recourse be had to any of them for, the payment of principal
or of interest on this Class A-2 Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
the Indenture. The Holder of this Note, by his acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and
all liabilities, obligations and undertakings contained in the Indenture or
in this Class A-2 Note.


                                 ASSIGNMENT


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

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


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

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


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



Dated: __________________                      ______________________________*/
                                               Signature Guaranteed


                                               ______________________________*/
                                               Signature Guaranteed


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

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



                                                                    EXHIBIT A-3

                   [Form of Class A-3 Asset Backed Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

REGISTERED                                                        $[          ]

No. R-1                                                  CUSIP NO. [          ]

                        MMCA AUTO OWNER TRUST 2001-3

                 FLOATING RATE CLASS A-3 ASSET BACKED NOTES

         MMCA Auto Owner Trust 2001-3, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [ ] payable on each Payment Date
in the aggregate amount, if any, payable from the Note Payment Account in
respect of principal on the Class A-3 Notes pursuant to Section 2.8 of the
Indenture, dated as of October 1, 2001 (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"),
between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that if not paid prior to such date, the
entire unpaid principal amount of this Class A-3 Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class A-3 Stated
Maturity Date") and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-3 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Capitalized terms
used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable
herein.

         The Issuer shall pay interest on this Class A-3 Note at a per
annum rate equal to the London interbank offered rate ("LIBOR") for
one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus [
]% on the principal amount of this Class A-3 Note outstanding on the
preceding Payment Date (provided, however, that interest shall accrue from
the Closing Date to the initial Payment Date, and shall be payable on the
initial Payment Date, at a per annum rate equal to [ ]% on the original
principal amount outstanding on the Closing Date), subject to certain
limitations contained in Section 3.1 of the Indenture, until the principal
of this Class A-3 Note is paid or made available for payment. Interest on
this Class A-3 Note will accrue for each Payment Date from and including
the previous Payment Date (or, in the case of the initial Payment Date or
if no interest has been paid, from and including the Closing Date) to but
excluding such Payment Date. Interest will be computed on the basis of the
actual number of days elapsed and a 360-day year. Such principal of and
interest on this Class A-3 Note shall be paid in the manner specified on
the reverse side hereof.

         The principal of and interest on this Class A-3 Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Class A-3 Note shall be
applied first to interest due and payable on this Class A-3 Note as
provided above and then to the unpaid principal of this Class A-3 Note.

         Reference is made to the further provisions of this Class A-3 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-3 Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Class A-3 Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.



             [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]


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

Date: _______________, 2001

                                MMCA AUTO OWNER TRUST 2001-3,

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


                                By:   _________________________
                                      Responsible Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                  BANK OF TOKYO-MITSUBISHI
                                  TRUST COMPANY,
                                  not in its individual capacity but
                                  solely as Indenture Trustee


                                  By:      _________________________
                                           Responsible Officer



         This Class A-3 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Floating Rate Class A-3 Asset Backed Notes,
which, together with the [ ]% Class A-1 Asset-Backed Notes, the Floating
Rate Class A-2 Asset-Backed Notes, the Floating Rate Class A-4 Asset-Backed
Notes and the [ ]% Class B Asset-Backed Notes (collectively, the "Notes"),
are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture.

         The Class A-3 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.
The Class A-3 Notes are equal in right of payment to the Class A-1 Notes,
the Class A-2 Notes and the Class A-4 Notes and senior in right of payment
to the Class B Notes, and the Class A-3 Notes are subordinate to the rights
of the Swap Counterparties to receive payments (other than Swap Termination
Payments) pursuant to the Interest Rate Swap Agreements, each as and to the
extent provided in the Indenture.

         Principal of the Class A-3 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month or, if any such day is not a Business Day, the
next succeeding Business Day, commencing [ ] 15, 2001.

         As described above, the entire unpaid principal amount of this
Class A-3 Note shall be due and payable on the earlier of the Class A-3
Stated Maturity Date and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-3 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Holders of the Notes
representing not less than a majority of the outstanding principal amount
of the Notes of all Classes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class A-3 Notes shall be made pro rata to the
Holders entitled thereto.

         Payments of interest on this Class A-3 Note due and payable on
each Payment Date, together with the installment of principal, if any, to
the extent not in full payment of this Class A-3 Note, shall be made by
check mailed to the Person whose name appears as the Registered Holder of
this Class A-3 Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date, except that with respect
to Class A-3 Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Class
A-3 Note be submitted for notation of payment. Any reduction in the
principal amount of this Class A-3 Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding
upon all future Holders of this Class A-3 Note and of any Class A-3 Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-3 Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Class A-3
Note at the Indenture Trustee's Corporate Trust Office or at the office of
the Indenture Trustee's agent appointed for such purposes located in New
York, New York.

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

         As provided in the Indenture, the Notes may be redeemed in the
manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations
set forth therein, the transfer of this Class A-3 Note may be registered on
the Note Register upon surrender of this Class A-3 Note for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, and thereupon one or more
new Class A-3 Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of
transfer or exchange of this Class A-3 Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of
transfer or exchange.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that (a) such Noteholder or Note
Owner will not at any time institute against the Seller, or the Issuer, or
join in any institution against the Seller or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents and (b) any claim that such Noteholder or Note Owner
may have at any time against the Subtrust Assets of any Subtrust unrelated
to the Notes, and any claim that such Noteholder may have against the
Seller that such Noteholder may seek to enforce against the Subtrust Assets
of any Subtrust unrelated to the Notes, shall be subordinate to the payment
in full, including post-petition interest, in the event that the Seller
becomes a debtor or debtor in possession in a case under any applicable
federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect or otherwise subject to any insolvency, reorganization,
liquidation, rehabilitation or other similar proceedings, of the claims of
the holders of any Securities related to such unrelated Subtrust and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Subtrust. The obligations of the Seller
represented by this Note are limited to the related Subtrust and the
related Subtrust Assets.

         Each Noteholder or Note Owner that is a Plan, by its acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
shall be deemed to represent that its acquisition, holding and disposition
of the Note or beneficial interest in the Note, as applicable, does not
give rise to a prohibited transaction for which no exemption is available.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY
MAKES THE ELECTION AFFORDED BY TITLE 11 UNITED STATES CODE SECTION
1111(b)(1)(A)(i) TO SECURED CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY
TITLE 11 UNITED STATES CODE SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED
CLAIM THAT SUCH NOTEHOLDER OR NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE
SELLER.

         The Issuer has entered into the Indenture and this Class A-3 Note
is issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will qualify as indebtedness of the
Issuer secured by the Trust Estate. Each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a
Note), agrees to treat the Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this
Class A-3 Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this
Class A-3 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 Class A-3 Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.

         The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of all of the Notes Outstanding, voting as a
group and with the consent of the Swap Counterparties if such amendment
adversely affects the rights or obligations of the Swap Counterparties
under the related Interest Rate Swap Agreements or modifies the obligations
of, or impairs the ability of, the Issuer to fully perform any of its
obligations under such Interest Rate Swap Agreements. The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Class A Notes Outstanding, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class A-3
Note (or any one or more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Class A-3 Note and of
any Class A-3 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-3 Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of Holders of the Notes (or the Swap
Counterparties) issued thereunder.

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

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

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

         This Class A-3 Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

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

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Bank of Tokyo-Mitsubishi
Trust Company, in its individual capacity, Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, or
any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable
for, nor shall recourse be had to any of them for, the payment of principal
or of interest on this Class A-3 Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
the Indenture. The Holder of this Note, by his acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and
all liabilities, obligations and undertakings contained in the Indenture or
in this Class A-3 Note.



                                 ASSIGNMENT


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

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


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

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


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



Dated: __________________                      ______________________________*/
                                               Signature Guaranteed


                                               ______________________________*/
                                               Signature Guaranteed


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

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


                                                                    EXHIBIT A-4

                   [Form of Class A-4 Asset Backed Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

REGISTERED                                                        $[          ]

No. R-1                                                  CUSIP NO. [          ]

                        MMCA AUTO OWNER TRUST 2001-3

                 FLOATING RATE CLASS A-4 ASSET BACKED NOTES

         MMCA Auto Owner Trust 2001-3, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [ ] payable on each Payment Date
in the aggregate amount, if any, payable from the Note Payment Account in
respect of principal on the Class A-4 Notes pursuant to Section 2.8 of the
Indenture, dated as of October 1, 2001 (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"),
between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that if not paid prior to such date, the
entire unpaid principal amount of this Class A-4 Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class A-4 Stated
Maturity Date") and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-4 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Capitalized terms
used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable
herein.

         The Issuer shall pay interest on this Class A-4 Note at a per
annum rate equal to the London interbank offered rate ("LIBOR") for
one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus [
]% on the principal amount of this Class A-4 Note outstanding on the
preceding Payment Date (provided, however, that interest shall accrue from
the Closing Date to the initial Payment Date, and shall be payable on the
initial Payment Date, at a per annum rate equal to [ ]% on the original
principal amount outstanding on the Closing Date), subject to certain
limitations contained in Section 3.1 of the Indenture, until the principal
of this Class A-4 Note is paid or made available for payment. Interest on
this Class A-4 Note will accrue for each Payment Date from and including
the previous Payment Date (or, in the case of the initial Payment Date or
if no interest has been paid, from and including the Closing Date) to but
excluding such Payment Date. Interest will be computed on the basis of the
actual number of days elapsed and a 360-day year. Such principal of and
interest on this Class A-4 Note shall be paid in the manner specified on
the reverse side hereof.

         The principal of and interest on this Class A-4 Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Class A-4 Note shall be
applied first to interest due and payable on this Class A-4 Note as
provided above and then to the unpaid principal of this Class A-4 Note.

         Reference is made to the further provisions of this Class A-4 Note
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-4 Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Class A-4 Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.



             [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



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

Date: _______________, 2001


                                       MMCA AUTO OWNER TRUST 2001-3,

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


                                                By:_______________________
                                                   Responsible Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                  BANK OF TOKYO-MITSUBISHI
                                  TRUST COMPANY,
                                  not in its individual capacity but
                                  solely as Indenture Trustee


                                                By:_______________________
                                                   Responsible OfficeR



         This Class A-4 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Floating Rate Class A-4 Asset Backed Notes,
which, together with the [ ]% Class A-1 Asset-Backed Notes, the Floating
Rate Class A-2 Asset-Backed Notes, the Floating Rate Class A-3 Asset-Backed
Notes and the [ ]% Class B Asset-Backed Notes (collectively, the "Notes"),
are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture.

         The Class A-4 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.
The Class A-4 Notes are equal in right of payment to the Class A-1 Notes,
the Class A-2 Notes and the Class A-3 Notes and senior in right of payment
to the Class B Notes, and the Class A-4 Notes are subordinate to the rights
of the Swap Counterparties to receive payments (other than Swap Termination
Payments) pursuant to the Interest Rate Swap Agreements, each as and to the
extent provided in the Indenture.

         Principal of the Class A-4 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month or, if any such day is not a Business Day, the
next succeeding Business Day, commencing on [ ] 15, 2001.

         As described above, the entire unpaid principal amount of this
Class A-4 Note shall be due and payable on the earlier of the Class A-4
Stated Maturity Date and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class A-4 Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Holders of the Notes
representing not less than a majority of the outstanding principal amount
of the Notes of all Classes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class A-4 Notes shall be made pro rata to the
Holders entitled thereto.

         Payments of interest on this Class A-4 Note due and payable on
each Payment Date, together with the installment of principal,
if any, to the extent not in full payment of this Class A-4 Note, shall be
made by check mailed to the Person whose name appears as the Registered
Holder of this Class A-4 Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that
with respect to Class A-4 Notes registered on the Record Date in the name
of the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds
to the account designated by such nominee. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on
the Note Register as of the applicable Record Date without requiring that
this Class A-4 Note be submitted for notation of payment. Any reduction in
the principal amount of this Class A-4 Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding
upon all future Holders of this Class A-4 Note and of any Class A-4 Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class A-4 Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Class A-4
Note at the Indenture Trustee's Corporate Trust Office or at the office of
the Indenture Trustee's agent appointed for such purposes located in New
York, New York.

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

         As provided in the Indenture, the Notes may be redeemed in the
manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations
set forth therein, the transfer of this Class A-4 Note may be registered on
the Note Register upon surrender of this Class A-4 Note for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, and thereupon one or more
new Class A-4 Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of
transfer or exchange of this Class A-4 Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of
transfer or exchange.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that (a) such Noteholder or Note
Owner will not at any time institute against the Seller, or the Issuer, or
join in any institution against the Seller or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents and (b) any claim that such Noteholder or Note Owner
may have at any time against the Subtrust Assets of any Subtrust unrelated
to the Notes, and any claim that such Noteholder may have against the
Seller that such Noteholder may seek to enforce against the Subtrust Assets
of any Subtrust unrelated to the Notes, shall be subordinate to the payment
in full, including post-petition interest, in the event that the Seller
becomes a debtor or debtor in possession in a case under any applicable
federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect or otherwise subject to any insolvency, reorganization,
liquidation, rehabilitation or other similar proceedings, of the claims of
the holders of any Securities related to such unrelated Subtrust and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Subtrust. The obligations of the Seller
represented by this Note are limited to the related Subtrust and the
related Subtrust Assets.

         Each Noteholder or Note Owner that is a Plan, by its acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
shall be deemed to represent that its acquisition, holding and disposition
of the Note or beneficial interest in the Note, as applicable, does not
give rise to a prohibited transaction for which no exemption is available.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY
MAKES THE ELECTION AFFORDED BY TITLE 11 UNITED STATES CODE SECTION
1111(b)(1)(A)(i) TO SECURED CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY
TITLE 11 UNITED STATES CODE SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED
CLAIM THAT SUCH NOTEHOLDER OR NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE
SELLER.

         The Issuer has entered into the Indenture and this Class A-4 Note
is issued with the intention that, for federal, state and local income, and
franchise tax purposes, the Notes will qualify as indebtedness of the
Issuer secured by the Trust Estate. Each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a
Note), agrees to treat the Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this
Class A-4 Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this
Class A-4 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 Class A-4 Note be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.

         The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of all of the Notes Outstanding, voting as a
group, and with the consent of the Swap Counterparties if such amendment
adversely affects the rights or obligations of the Swap Counterparties
under the related Interest Rate Swap Agreements or modifies the obligations
of, or impairs the ability of, the Issuer to fully perform any of its
obligations under such Interest Rate Swap Agreements. The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Class A Notes Outstanding, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class A-4
Note (or any one or more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Class A-4 Note and of
any Class A-4 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Class A-4 Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of Holders of the Notes (or the Swap
Counterparties) issued thereunder.

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

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

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

         This Class A-4 Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

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

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Bank of Tokyo-Mitsubishi
Trust Company, in its individual capacity, Wilmington Trust Company, in its
individual capacity, any owner of a beneficial interest in the Issuer, or
any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable
for, nor shall recourse be had to any of them for, the payment of principal
or of interest on this Class A-4 Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
the Indenture. The Holder of this Note, by his acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and
all liabilities, obligations and undertakings contained in the Indenture or
in this Class A-4 Note.


                                 ASSIGNMENT


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

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


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

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


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



Dated: __________________                      ______________________________*/
                                               Signature Guaranteed


                                               ______________________________*/
                                               Signature Guaranteed


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

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



                                                                      EXHIBIT B

                    [Form of Class B Asset Backed Note]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

REGISTERED                                                        $[          ]

No. R-1                                                  CUSIP NO. [          ]

                        MMCA AUTO OWNER TRUST 2001-3

                      [ ]% CLASS B ASSET BACKED NOTES

         MMCA Auto Owner Trust 2001-3, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of [ ] payable on each Payment Date
in the aggregate amount, if any, payable from the Note Payment Account in
respect of principal on the Class B Notes pursuant to Section 2.8 of the
Indenture, dated as of October 1, 2001 (as amended, supplemented or
otherwise modified and in effect from time to time, the "Indenture"),
between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as Indenture Trustee (in such capacity, the "Indenture
Trustee"); provided, however, that if not paid prior to such date, the
entire unpaid principal amount of this Class B Note shall be due and
payable on the earlier of the [ ] Payment Date (the "Class B Stated
Maturity Date") and the Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. In addition, the unpaid principal amount of this
Class B Note may be redeemed pursuant to Section 10.1(b) of the Indenture
to the extent of a pro rata share of funds remaining in the Pre-Funding
Account upon the termination of the Pre-Funding Period. Capitalized terms
used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable
herein.

         The Issuer shall pay interest on this Class B Note at the rate per
annum shown above on each Payment Date until the principal of this Class B
Note is paid or made available for payment, on the principal amount of this
Class B Note outstanding on the preceding Payment Date (after giving effect
to all payments of principal made on the preceding Payment Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest
on this Class B Note will accrue for each Payment Date from and including
the 15th of the previous month (or, in the case of the initial Payment Date
or if no interest has been paid, from the Closing Date) to the 14th of the
month of such Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Such principal of and interest on
this Class B Note shall be paid in the manner specified on the reverse
hereof.

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

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

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



             [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



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

Date: _______________, 2001


                                 MMCA AUTO OWNER TRUST 2001-3,

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


                                 By:      __________________________
                                                   Responsible Officer



                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                            BANK OF TOKYO-MITSUBISHI
                                              TRUST COMPANY,
                                            not in its individual capacity but
                                            solely as Indenture Trustee


                                            By:      __________________________
                                                     Responsible Officer



This Class B Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [ ]% Class B Asset Backed Notes, which, together with the
[ ]% Class A-1 Asset-Backed Notes, the Floating Rate Class A-2 Asset-Backed
Notes, the Floating Rate Class A-3 Asset-Backed Notes and the Floating Rate
Class A-4 Asset-Backed Notes (collectively, the "Notes"), are issued under
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Notes. The Notes are subject to all terms of the Indenture.

         The Class B Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture.
The Class B Notes are subordinated in right of payment to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,
and to amounts payable to the Swap Counterparties pursuant to the Interest
Rate Swap Agreements, as and to the extent provided in the Indenture.

         Principal of the Class B Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month or, if any such day is not a Business Day, the
next succeeding Business Day, commencing [ ] 15, 2001.

         As described above, the entire unpaid principal amount of this
Class B Note shall be due and payable on the earlier of the Class B Stated
Maturity Date and the Redemption Date, if any, pursuant to Section 10.1(a).
In addition, the unpaid principal amount of this Class B Note may be
redeemed pursuant to Section 10.1(b) of the Indenture to the extent of a
pro rata share of funds remaining in the Pre-Funding Account upon the
termination of the Pre-Funding Period. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes shall be due and payable on the
date on which an Event of Default shall have occurred and be continuing and
the Indenture Trustee or the Holders of the Notes representing not less
than a majority of the outstanding principal amount of the Notes of all
Classes have declared the Notes to be immediately due and payable in the
manner provided in Section 5.2 of the Indenture. All principal payments on
the Class B Notes shall be made pro rata to the Holders entitled thereto.

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

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

         As provided in the Indenture, the Notes may be redeemed in the
manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations
set forth therein, the transfer of this Class B Note may be registered on
the Note Register upon surrender of this Class B Note for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, and thereupon one or more
new Class B Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of
transfer or exchange of this Class B Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of
transfer or exchange.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that (a) such Noteholder or Note
Owner will not at any time institute against the Seller, or the Issuer, or
join in any institution against the Seller or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents and (b) any claim that such Noteholder or Note Owner
may have at any time against the Subtrust Assets of any Subtrust unrelated
to the Notes, and any claim that such Noteholder may have against the
Seller that such Noteholder may seek to enforce against the Subtrust Assets
of any Subtrust unrelated to the Notes, shall be subordinate to the payment
in full, including post-petition interest, in the event that the Seller
becomes a debtor or debtor in possession in a case under any applicable
federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect or otherwise subject to any insolvency, reorganization,
liquidation, rehabilitation or other similar proceedings, of the claims of
the holders of any Securities related to such unrelated Subtrust and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Subtrust. The obligations of the Seller
represented by this Note are limited to the related Subtrust and the
related Subtrust Assets.

         Each Noteholder or Note Owner that is a Plan, by its acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
shall be deemed to represent that its acquisition, holding and disposition
of the Note or beneficial interest in the Note, as applicable, does not
give rise to a prohibited transaction for which no exemption is available.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY
MAKES THE ELECTION AFFORDED BY TITLE 11 UNITED STATES CODE SECTION
1111(b)(1)(A)(i) TO SECURED CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY
TITLE 11 UNITED STATES CODE SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED
CLAIM THAT SUCH NOTEHOLDER OR NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE
SELLER.

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

         Prior to the due presentment for registration of transfer of this
Class B Note, the Issuer, the Indenture Trustee and any agent of the Issuer
or the Indenture Trustee may treat the Person in whose name this Class B
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 Class B Note be overdue, and none of the
Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.

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

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

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

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

         This Class B Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.

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

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



                                 ASSIGNMENT


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

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


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

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


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



Dated: __________________                   ______________________________*/
                                            Signature Guaranteed


                                            ______________________________*/
                                            Signature Guaranteed


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

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


                                                                      EXHIBIT C


          [FORM OF OPINION OF COUNSEL PURSUANT TO SECTION 3.6(a)]






                                                        Schedule B (to Opinion)


                          SCHEDULE OF PRIOR FILERS



                                                         Exhibit A (to Opinion)

                        MMCA AUTO RECEIVABLES TRUST

                           OFFICER'S CERTIFICATE

                             Dated: __________

                  The undersigned, a duly authorized officer of MMCA AUTO
RECEIVABLES TRUST ("MART"), does hereby certify as follows:

                  (1) No financing statements or other filings have been
filed naming MART as debtor or seller in any State of the United States of
America to perfect a sale, transfer or assignment of or lien, encumbrance,
security interest or other interest in, or which otherwise pertains to, the
Receivables.

                  (2) At all times since the establishment of MART, MART
has had one place of business and it is and has been located in Cypress,
California.

                  (3) At all times since the establishment of MART and on
the date hereof, MART has had a mailing address of P.O. Box 6038, Cypress,
California 90630-0038.

                  (4) Attached hereto as Annex A are forms of motor vehicle
retail installment sales contracts used to create the Receivables (the
"Form Contracts"), and each Receivable is substantially in the form of a
Form Contract.

                  Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Sale and Servicing
Agreement, dated as of October 1, 2001, by and among MART, Mitsubishi
Motors Credit of America, Inc., as Servicer, and MMCA Auto Owner Trust
2001-3, as Trust, and accepted and agreed to by Bank of Tokyo-Mitsubishi
Trust Company, as Indenture Trustee.

                  IN WITNESS WHEREOF, I have set my hand to this
Certificate as of the day hereinabove set forth.


                        MMCA AUTO RECEIVABLES TRUST


                                            By: ________________________________
                                                   Name:
                                   Title:




                                                           Annex A (to Opinion)


                 FORMS OF RETAIL INSTALLMENT SALES CONTRACT




                                                           Annex B (to Opinion)


      CERTIFIED REPORT OF FILING OFFICE ON PRIOR FINANCING STATEMENTS



                                                                        Annex A


                 [FORM OF RETAIL INSTALLMENT SALE CONTRACT]