INDENTURE




                                     between




                         BMW VEHICLE OWNER TRUST 2001-A,
                                    as Issuer



                                       and



                            THE CHASE MANHATTAN BANK,
                              as Indenture Trustee




                           Dated as of April [ ], 2001


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I.     DEFINITIONS AND INCORPORATION BY REFERENCE......................2
    SECTION 1.01.   Definitions................................................2
    SECTION 1.02.   Rules of Construction......................................8
    SECTION 1.03.   Incorporation by Reference of Trust Indenture Act..........9
ARTICLE II.    THE NOTES.......................................................9
    SECTION 2.01.   Form.......................................................9
    SECTION 2.02.   Execution, Authentication and Delivery....................10
    SECTION 2.03.   Temporary Notes...........................................10
    SECTION 2.04.   Registration; Registration of Transfer and Exchange.......11
    SECTION 2.05.   [Reserved]................................................12
    SECTION 2.06.   Mutilated, Destroyed, Lost or Stolen Notes................12
    SECTION 2.07.   Persons Deemed Owners.....................................13
    SECTION 2.08.   Payment of Principal and Interest; Defaulted Interest.....13
    SECTION 2.09.   Cancellation..............................................14
    SECTION 2.10.   Book-Entry Notes..........................................15
    SECTION 2.11.   Notices to Clearing Agency................................15
    SECTION 2.12.   Definitive Notes..........................................16
    SECTION 2.13.   Tax Treatment.............................................16
ARTICLE III.   COVENANTS......................................................16
    SECTION 3.01.   Payment of Principal and Interest.........................16
    SECTION 3.02.   Maintenance of Office or Agency...........................17
    SECTION 3.03.   Money for Payments To Be Held in Trust....................17
    SECTION 3.04.   Existence.................................................18
    SECTION 3.05.   Protection of Trust Estate................................18
    SECTION 3.06.   Opinions as to Trust Estate...............................19
    SECTION 3.07.   Performance of Obligations; Servicing of Receivables......19
    SECTION 3.08.   Negative Covenants........................................21
    SECTION 3.09.   Annual Statement as to Compliance.........................21
    SECTION 3.10.   Issuer May Consolidate, etc., Only on Certain Terms.......22
    SECTION 3.11.   Successor or Transferee...................................23
    SECTION 3.12.   No Other Business.........................................23
    SECTION 3.13.   No Borrowing..............................................23
    SECTION 3.14.   Servicer's Obligations....................................24
    SECTION 3.15.   Guarantees, Loans, Advances and Other Liabilities.........24
    SECTION 3.16.   Capital Expenditures......................................24
    SECTION 3.17.   Removal of Administrator..................................24
    SECTION 3.18.   Restricted Payments.......................................24
    SECTION 3.19.   Notice of Events of Default...............................24
    SECTION 3.20.   Further Instruments and Acts..............................24


                                       i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page


ARTICLE IV.    SATISFACTION AND DISCHARGE.....................................24
    SECTION 4.01.   Satisfaction and Discharge of Indenture...................25
    SECTION 4.02.   Application of Trust Money................................26
    SECTION 4.03.   Repayment of Moneys Held by Paying Agent..................26
    SECTION 4.04.   Release of Collateral.....................................26
ARTICLE V.     REMEDIES.......................................................26
    SECTION 5.01.   Events of Default.........................................26
    SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment........27
    SECTION 5.03.   Collection of Indebtedness and Suits for Enforcement
                    by Indenture Trustee......................................28
    SECTION 5.04.   Remedies; Priorities......................................31
    SECTION 5.05.   Optional Preservation of the Receivables..................33
    SECTION 5.06.   Limitation of Suits.......................................33
    SECTION 5.07.   Unconditional Rights of Noteholders To Receive
                    Principal and Interest....................................34
    SECTION 5.08.   Restoration of Rights and Remedies........................34
    SECTION 5.09.   Rights and Remedies Cumulative............................34
    SECTION 5.10.   Delay or Omission Not a Waiver............................34
    SECTION 5.11.   Control by the Controlling Class of Noteholders...........34
    SECTION 5.12.   Waiver of Past Defaults...................................35
    SECTION 5.13.   Undertaking for Costs.....................................35
    SECTION 5.14.   Waiver of Stay or Extension Laws..........................36
    SECTION 5.15.   Action on Notes...........................................36
    SECTION 5.16.   Performance and Enforcement of Certain Obligations........36
ARTICLE VI.    THE INDENTURE TRUSTEE..........................................37
    SECTION 6.01.   Duties of Indenture Trustee...............................37
    SECTION 6.02.   Rights of Indenture Trustee...............................39
    SECTION 6.03.   Individual Rights of Indenture Trustee....................40
    SECTION 6.04.   Indenture Trustee's Disclaimer............................40
    SECTION 6.05.   Notice of Defaults........................................40
    SECTION 6.06.   Reports by Indenture Trustee to Holders...................40
    SECTION 6.07.   Compensation and Indemnity................................40
    SECTION 6.08.   Replacement of Indenture Trustee..........................41
    SECTION 6.09.   Successor Indenture Trustee by Merger.....................42
    SECTION 6.10.   Appointment of Co-Indenture Trustee or Separate
                    Indenture Trustee.........................................42
    SECTION 6.11.   Eligibility; Disqualification.............................43
    SECTION 6.12.   [Reserved]................................................44
    SECTION 6.13.   Preferential Collection of Claims AgainstIssuer...........44
    SECTION 6.14.   Waiver of Setoffs.........................................44


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page


ARTICLE VII.   NOTEHOLDERS' LISTS AND REPORTS.................................44
    SECTION 7.01.   Issuer To Furnish Indenture Trustee Names and
                    Addresses of Noteholders..................................44
    SECTION 7.02.   Preservation of Information; Communications to
                    Noteholders...............................................44
    SECTION 7.03.   Reports by Issuer.........................................45
    SECTION 7.04.   Reports by Indenture Trustee..............................45
ARTICLE VIII.  ACCOUNTS, DISBURSEMENTS AND RELEASES...........................45
    SECTION 8.01.   Collection of Money.......................................45
    SECTION 8.02.   Trust Accounts............................................46
    SECTION 8.03.   General Provisions Regarding Accounts.....................48
    SECTION 8.04.   Release of Trust Estate...................................48
    SECTION 8.05.   Opinion of Counsel........................................48
ARTICLE IX.    SUPPLEMENTAL INDENTURES........................................49
    SECTION 9.01.   Supplemental Indentures Without Consent of Noteholders....49
    SECTION 9.02.   Supplemental Indentures with Consent of Noteholders.......50
    SECTION 9.03.   Execution of Supplemental Indentures......................52
    SECTION 9.04.   Effect of Supplemental Indenture..........................52
    SECTION 9.05.   Reference in Notes to Supplemental Indentures.............52
    SECTION 9.06.   Conformity with Trust Indenture Act.......................52
ARTICLE X.     REDEMPTION OF NOTES............................................52
    SECTION 10.01.  Redemption................................................52
    SECTION 10.02.  Form of Redemption Notice.................................53
    SECTION 10.03.  Notes Payable on Redemption Date..........................53
ARTICLE XI.    MISCELLANEOUS..................................................53
    SECTION 11.01.  Compliance Certificates and Opinions, etc.................53
    SECTION 11.02.  Form of Documents Delivered to Indenture Trustee..........55
    SECTION 11.03.  Acts of Noteholders.......................................56
    SECTION 11.04.  Notices, etc., to Indenture Trustee, Issuer and
                    Rating Agencies...........................................56
    SECTION 11.05.  Notices to Noteholders; Waiver............................57
    SECTION 11.06.  Alternate Payment and Notice Provisions...................58
    SECTION 11.07.  Effect of Headings and Table of Contents..................58
    SECTION 11.08.  Successors and Assigns....................................58
    SECTION 11.09.  Separability..............................................58
    SECTION 11.10.  Benefits of Indenture.....................................58
    SECTION 11.11.  Legal Holidays............................................58
    SECTION 11.12.  GOVERNINGLAW..............................................58
    SECTION 11.13.  Counterparts..............................................58
    SECTION 11.14.  Recording of Indenture....................................58
    SECTION 11.15.  Trust Obligation..........................................59
    SECTION 11.16.  No Petition...............................................59


                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page


    SECTION 11.17.  Inspection................................................59
    SECTION 11.18.  Conflict with Trust Indenture Act.........................59
    SECTION 11.19.  Limitation of Liability...................................60

                                    EXHIBITS

SCHEDULE A      Schedule of Receivables
EXHIBIT A-1     Form of Class A-1 Note
EXHIBIT A-2     Form of Class A-2 Note
EXHIBIT A-3     Form of Class A-3 Note
EXHIBIT A-4     Form of Class A-4 Note
EXHIBIT B       Form of the Note Depository Agreement



                                       iv
<PAGE>

     THIS  INDENTURE,  dated as of April [ ], 2001, is between BMW VEHICLE OWNER
TRUST 2001-A, a Delaware business trust (the "Issuer"),  and THE CHASE MANHATTAN
BANK,  a New York  banking  corporation,  as trustee  and not in its  individual
capacity (the "Indenture Trustee").

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

                                 GRANTING CLAUSE

     The Issuer hereby  Grants to the Indenture  Trustee at the Closing Date, as
Indenture  Trustee  for the  benefit of the  Holders  of the  Notes,  all of the
Issuer's  right,  title and  interest  in and to (a) the  Receivables  listed on
Schedule A and all moneys received  thereon on or after April [ ], 2001, (b) the
security  interests in the Financed Vehicles and any accessions  thereto granted
by Obligors  pursuant to the Receivables and any other interest of the Issuer in
such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with
respect to the Receivables  from claims on any physical  damage,  credit life or
disability insurance policies covering Financed Vehicles or Obligors,  including
any vendor's single interest or other collateral  protection  insurance  policy;
(d) any property  that shall have secured a Receivable  and that shall have been
acquired by or on behalf of the Seller,  the  Servicer,  or the Issuer;  (e) all
documents and other items  contained in the Receivable  Files;  (f) all funds on
deposit  from  time to time in the Trust  Accounts  and in all  investments  and
proceeds  thereof  (including all income  thereon);  (g) the Issuer's rights and
benefits,  but none of its obligations,  under the Sale and Servicing  Agreement
(including the Issuer's right to cause the Seller, or the Servicer,  as the case
may be, to  repurchase  Receivables  from the  Issuer  under  the  circumstances
described  therein);  (h) the Issuer's rights and benefits under the Receivables
Purchase  Agreement,  including the  representations and warranties and the cure
and  repurchase  obligations  of  the  Seller  under  the  Receivables  Purchase
Agreement;  (i) the Issuer's  rights and benefits under the Subsequent  Purchase
Agreement,  including  the  representations  and  warranties  and the  cure  and
repurchase  obligations of the Seller under the Subsequent  Purchase  Agreement;
(j) all right,  title and  interest in all funds on deposit from time to time in
the Trust  Accounts and all  investments  and proceeds  thereof  (including  all
investment  earnings therein);  and (k) 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 that at any time
constitute  all  or  part  of or are  included  in  the  proceeds  of any of the
foregoing (collectively, the "Collateral").

<PAGE>

     The foregoing  Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts  owing in respect of, the Notes,  equally
and ratably without prejudice, priority or distinction, and to secure compliance
with the provisions of this Indenture, all as provided in this Indenture.

     The Indenture Trustee, on behalf of the Holders of the Notes,  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 may be adequately and effectively protected.

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     (a) Definitions. 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.

     "Act" has the meaning specified in Section 11.03(a).

     "Administration  Agreement" means the Owner Trust Administration Agreement,
dated as of  April [ ],  2001,  among  the  Administrator,  the  Issuer  and the
Indenture Trustee.

     "Administrator"  means BMW FS,  or any  successor  Administrator  under the
Administration Agreement.

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

     "Authorized  Officer" means, with respect to the Issuer, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters relating
to the Issuer and who is identified on the list of Authorized 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, so long as
the  Administration  Agreement is in effect,  any Vice  President or more senior
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 who is identified on the list of
Authorized  Officers  delivered by the Administrator to the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter).


                                       2
<PAGE>

     "BMW FS" means BMW Financial Services NA, LLC, a Delaware corporation,  and
its successors.

     "Book-Entry Notes" means 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 2.10.

     "Business  Day" shall  have the  meaning  assigned  thereto in the Sale and
Servicing Agreement.

     "Certificate  of  Trust"  means  the  certificate  of trust  of the  Issuer
substantially in the form of Exhibit A to the Trust Agreement.

     "Class A Notes"  means  collectively  the  Class A-1  Notes,  the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, as the context may require.

     "Class  A-1  Notes"  means  the  [  ]%  Asset  Backed  Notes,   Class  A-1,
substantially in the form of Exhibit A-1.

     "Class A-1 Rate" means [ ]% per annum,  computed on the basis of the actual
number of days elapsed in the related Interest Accrual Period.

     "Class  A-2  Notes"  means  the  [  ]%  Asset  Backed  Notes,   Class  A-2,
substantially in the form of Exhibit A-2.

     "Class A-2 Rate" means a [ ]% per annum  computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class  A-3  Notes"  means  the  [  ]%  Asset  Backed  Notes,   Class  A-3,
substantially in the form of Exhibit A-3.

     "Class A-3 Rate"  means [ ]% per annum,  computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class  A-4  Notes"  means  the  [  ]%  Asset  Backed  Notes,   Class  A-4,
substantially in the form of Exhibit A-4.

     "Class A-4 Rate"  means [ ]% per annum,  computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class B Notes" means the [ ]% Asset Backed Notes,  Class B,  substantially
in the form of Exhibit A-5.

     "Class B Rate"  means [ ]% per  annum,  computed  on the basis of a 360-day
year consisting of twelve 30-day months.

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


                                       3
<PAGE>

     "Clearing Agency Participant" means 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" means April [ ], 2001.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, and Treasury Regulations promulgated thereunder.

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

     "Controlling Class" means with respect to any Notes Outstanding,  the Class
A Notes  (voting  together  as a single  class) so long as any Class A Notes are
Outstanding,  and  thereafter the Class B Notes so long as any Class B Notes are
Outstanding.

     "Corporate  Trust  Office"  means the  principal  office  of the  Indenture
Trustee  at which  at any  particular  time  its  corporate  trust  business  is
administered, which office at the date of execution of this Agreement is located
at The Chase  Manhattan  Bank, 450 West 33rd Street,  14th Floor,  New York, New
York  10001  (facsimile  number  (212)  946-3916);  Attention:  Capital  Markets
Fiduciary  Services/BMW  Vehicle Owner Trust 2001-A, 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" means any occurrence that is, or with notice or the lapse of time
or both would become, an Event of Default.

     "Definitive Notes" has the meaning specified in Section 2.10.

     "Depositor" means BMW FS Securities LLC, its successors and assigns.

     "Event of Default" has the meaning specified in Section 5.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

     "Grant" means mortgage,  pledge, bargain, sell, warrant,  alienate, remise,
release, convey, assign, transfer,  create, and grant a lien upon and a security
interest  in and a right of  set-off  against,  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 moneys payable
thereunder, to give and receive notices and other


                                       4
<PAGE>

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

     "Indenture  Trustee"  means The Chase  Manhattan  Bank,  a New York banking
corporation, not in its individual capacity, but as Indenture Trustee under this
Indenture, or any successor Indenture Trustee under this Indenture.

     "Independent"  means, 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" means a certificate or opinion to be delivered to
the  Indenture  Trustee  under the  circumstances  described  in, and  otherwise
complying  with,  the  applicable  requirements  of  Section  11.01,  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.

     "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate, the Class A-3
Rate, the Class A-4 Rate or the Class B Rate, as the context may require.

     "Issuer" means BMW Vehicle Owner Trust 2001-A until 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" or "Issuer  Request" means a written order or request signed
in the name of the Issuer by any one of its Authorized Officers and delivered to
the Indenture Trustee.

     "Note" means a Class A Note or a Class B Note, as the context may require.

     "Note  Depository  Agreement"  means the  agreement  dated April [ ], 2001,
among the Issuer,  the  Administrator,  the Indenture Trustee and The Depository
Trust Company, as the initial Clearing Agency, relating to the Class A Notes and
the Class B Notes, substantially in the form of Exhibit B.

     "Note Owner" means,  with respect to a Book-Entry  Note,  the Person who is
the beneficial  owner of such Book-Entry  Note, as reflected on the books of the
Clearing  Agency or


                                       5
<PAGE>

on the  books of a Person  maintaining  an  account  with such  Clearing  Agency
(directly as a Clearing  Agency  Participant or as an indirect  participant,  in
each case in accordance with the rules of such Clearing Agency).

     "Note Register" and "Note Registrar" have the respective meanings specified
in Section 2.04.

     "Officer's  Certificate"  means  a  certificate  signed  by any  Authorized
Officer of the  Issuer,  under the  circumstances  described  in, and  otherwise
complying with, the applicable  requirements of Section 11.01,  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 Authorized Officer of the Issuer.

     "Opinion of Counsel" means one or more written opinions of counsel who may,
except as otherwise  expressly provided in this Indenture,  be an employee of or
counsel to the Issuer and who shall be  satisfactory  to the Indenture  Trustee,
and which opinion or opinions shall be addressed to the Indenture Trustee, shall
comply with any  applicable  requirements  of Section 11.01 and shall be in form
and substance satisfactory to the Indenture Trustee.

     "Outstanding" means, as of any 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 bona fide purchaser;

provided,  however,  that in  determining  whether the Holders of the  requisite
Outstanding Amount of the Notes 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 on the Notes,  the Depositor,  the
Seller 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  upon  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


                                       6
<PAGE>

Issuer,  any other  obligor  on the  Notes,  the  Depositor,  the  Seller or any
Affiliate of any of the foregoing Persons.

     "Outstanding  Amount" means, as of any date of determination  and as to any
Notes, the aggregate  principal amount of such Notes Outstanding as of such date
of determination.

     "Owner  Trustee"  means  Wilmington  Trust  Company,  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" means 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,  the Note  Distribution  Account and the  Reserve  Account,
including  payments  of  principal  of or interest on the Notes on behalf of the
Issuer.

     "Payment  Date" means the  twenty-fifth  day of each month,  or if any such
date is not a  Business  Day,  the  next  succeeding  Business  Day,  commencing
[         ], 2001.

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

     "Predecessor  Note"  means,  with  respect to any  particular  Note,  every
previous Note  evidencing all or a portion of the same debt as that evidenced by
such  particular  Note;  and,  for the  purpose  of this  definition,  any  Note
authenticated  and delivered  under  Section 2.06 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"  means any suit in equity,  action at law or other judicial or
administrative  proceeding.

     "Record Date" means, with respect to a Payment Date or Redemption Date, the
close  of  business  on the  day  immediately  preceding  such  Payment  Date or
Redemption Date.

     "Redemption  Date"  means,  as  the  context  requires,  in the  case  of a
redemption of the Notes pursuant to Section 10.01, the Payment Date specified by
the Servicer or the Issuer pursuant to Section 10.01.

     "Redemption  Price" means in the case of a redemption of the Notes pursuant
to Section 10.01,  an amount equal to the unpaid  principal  amount of the Notes
redeemed plus accrued and unpaid interest  thereon at the Interest Rate for each
Note being so redeemed to but excluding the Redemption Date.

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


                                       7
<PAGE>

     "Responsible Officer" means, with respect to the Indenture Trustee or Owner
Trustee,  as applicable,  any officer  within the Corporate  Trust Office of the
Indenture Trustee or the Owner Trustee, including any Vice President,  Assistant
Vice President, Assistant Treasurer, Assistant Secretary or any other officer of
the Indenture  Trustee or the Owner  Trustee  customarily  performing  functions
similar to those  performed  by any of the above  designated  officers and also,
with respect to a particular  matter,  any other  officer to whom such matter is
referred  because  of such  officer's  knowledge  of and  familiarity  with  the
particular  subject,   in  each  case  having  direct   responsibility  for  the
administration of the Basic Documents.

     "Sale and  Servicing  Agreement"  means the Sale and  Servicing  Agreement,
dated as of April [ ], 2001, among the Issuer, the Depositor, BMW FS, as Seller,
Servicer, Custodian and Administrator, and the Indenture Trustee.

     "Schedule  of  Receivables"  means  the list of  Receivables  set  forth in
Schedule A (which Schedule may be in the form of microfiche).

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

     "Seller"  means  BMW FS in its  capacity  as seller  under the  Receivables
Purchase  Agreement and the Sale and Servicing  Agreement,  and its successor in
interest.

     "Servicer"  means BMW FS, in its  capacity as  servicer  under the Sale and
Servicing Agreement, and any Successor Servicer thereunder.

     "State" means any one of the 50 states of the United States of America,  or
the District of Columbia.

     "Successor Servicer" has the meaning specified in Section 3.07(f).

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

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

     "UCC" means, unless the context otherwise requires,  the Uniform Commercial
Code as in effect in the relevant jurisdiction, as amended from time to time.

     (b) Except as otherwise  specified  herein or as the context may  otherwise
require,  capitalized terms used herein but not otherwise defined shall have the
meanings ascribed thereto in the Sale and Servicing Agreement.

     SECTION 1.02. Rules of Construction. Unless the context otherwise requires:

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


                                       8
<PAGE>

          (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)  definitions  are  applicable  to the singular and plural forms of
     such terms and to the masculine, feminine and neuter genders of such terms;
     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.

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

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

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

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

                                   ARTICLE II.

                                    THE NOTES

     SECTION 2.01. Form. 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, in each case together with the
Indenture Trustee's certificate 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
A-5, respectively, with such appropriate


                                       9
<PAGE>

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 the Notes,  as
evidenced by their  execution of the Notes.  Any portion of the text of any Note
may be set forth on the reverse thereof,  with an appropriate  reference thereto
on the face of such Note.

     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.

     Each Note shall be dated the date of its  authentication.  The terms of the
Notes set forth in Exhibit  A-1,  Exhibit  A-2,  Exhibit  A-3,  Exhibit  A-4 and
Exhibit A-5 are part of the terms of this Indenture.

     SECTION 2.02.  Execution,  Authentication and Delivery.  The Notes shall be
executed  on  behalf  of the  Issuer  by any of  its  Authorized  Officers.  The
signature  of any  such  Authorized  Officer  on the  Notes  may  be  manual  or
facsimile.

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

     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 $[      ].  The aggregate  principal amount 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  such  respective  amounts  except  as
provided in Section 2.06.

     The Notes shall be issuable as registered Notes in minimum denominations of
$1,000 and in integral  multiples  of $1,000 in excess  thereof  (except for one
Note of each class which may be issued in a denomination  other than an integral
multiple of $1,000).

     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 2.03. Temporary Notes. Pending the preparation of Definitive Notes,
the Issuer  may  execute,  and upon  receipt  of an Issuer  Order the  Indenture
Trustee  shall  authenticate  and  deliver,  temporary  Notes that are  printed,
lithographed, typewritten, mimeographed or


                                       10
<PAGE>

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.

     If temporary Notes are issued,  the Issuer shall cause  Definitive Notes to
be prepared  without  unreasonable  delay.  After the  preparation of Definitive
Notes,  the temporary  Notes shall be  exchangeable  for  Definitive  Notes upon
surrender  of the  temporary  Notes at the  office or agency of the Issuer to be
maintained  as  provided in Section  3.02,  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 2.04.  Registration;  Registration  of Transfer and  Exchange.  The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such  reasonable  regulations as it may prescribe,  the Note Registrar  shall
provide for the  registration  of Notes and the  registration  of  transfers  of
Notes.  The Indenture  Trustee  initially shall be the "Note  Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects  not to make such an  appointment,  assume  the  duties of Note
Registrar.

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

     Upon  surrender for  registration  of transfer of any Note at the office or
agency of the  Issuer to be  maintained  as  provided  in Section  3.02,  if the
requirements  of Section  8-401(1) of the 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
denominations, of a like aggregate principal amount.

     At the option of the Holder,  Notes may be exchanged for other Notes of the
same  Class  in any  authorized  denominations,  of a like  aggregate  principal
amount,  upon  surrender  of the Notes to be exchanged at such office or agency.
Whenever any Notes are so  surrendered  for  exchange,  if the  requirements  of
Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture
Trustee,  without having to verify that the  requirements  of 8-401(1) have been
met,  shall  authenticate  and the  Noteholder  shall obtain from the  Indenture
Trustee,  the Notes that the  Noteholder  making the  exchange  is  entitled  to
receive.


                                       11
<PAGE>

     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.

     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,  which  requirements  include  membership or
participation in the Securities  Transfer Agent's Medallion Program ("STAMP") or
such  other  "signature  guarantee  program"  as may be  determined  by the Note
Registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Exchange Act.

     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 2.03 or 9.05 not involving any transfer.

     The preceding provisions of this Section 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 15
days preceding the due date for any payment with respect to the Note.

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

     The  provisions of this Section are  exclusive  and shall  preclude (to the
extent  lawful) all other  rights and  remedies  with respect to the transfer of
Notes.

     SECTION 2.05. [Reserved].

     SECTION  2.06.  Mutilated,  Destroyed,  Lost or  Stolen  Notes.  If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its


                                       12
<PAGE>

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 bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute,  and
upon an Issuer Order 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  15 days  shall  be due and  payable,  or  shall  have  been  called  for
redemption,  instead  of  issuing a  replacement  Note,  the Issuer may pay such
destroyed,  lost or stolen  Note when so due or payable  or upon the  Redemption
Date without surrender thereof.  If, after the delivery of such replacement Note
or payment of a destroyed,  lost or stolen  Note,  a bona fide  purchaser of the
original  Note in lieu of which such  replacement  Note was issued  presents for
payment  such  original  Note,  the Issuer and the  Indenture  Trustee  shall be
entitled to recover such  replacement  Note (or such payment) from 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 bona fide 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.

     Upon the issuance of any  replacement  Note under this Section,  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.

     Every  replacement  Note issued  pursuant to this Section 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.

     The  provisions of this Section 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  2.07.  Persons  Deemed  Owners.   Prior  to  due  presentment  for
registration of transfer of any Note, the Issuer,  the Indenture Trustee and any
agent of the Issuer or the 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 2.08. Payment of Principal and Interest; Defaulted Interest.


                                       13
<PAGE>

     (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  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,  as set forth in Exhibit  A-1,  Exhibit  A-2,  Exhibit A-3,
Exhibit A-4 and Exhibit A-5, respectively, and such interest shall be payable on
each Payment Date as specified therein, subject to Section 3.01. Any installment
of  interest  or  principal  payable on a 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,  except  that,
unless  Definitive Notes have been issued pursuant to Section 2.12, 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;  provided,  however,  that the final  installment  of principal
payable  with  respect to such Note on a Payment  Date or on the  related  Final
Scheduled  Payment Date (including the Redemption  Price for any Note called for
redemption  pursuant to Section 10.01) shall be payable as provided in paragraph
(b) below. The funds  represented by any such checks returned  undelivered shall
be held in accordance with Section 3.03.

     (b) The  principal  of each Note shall be payable in  installments  on each
Payment  Date as provided in Section  3.01 hereof and the forms of the Notes set
forth in Exhibit  A-1,  Exhibit A-2,  Exhibit A-3,  Exhibit A-4 and Exhibit A-5.
Notwithstanding  the foregoing,  the entire unpaid principal amount of the Notes
may be declared  immediately  due and payable,  if not  previously  paid, in the
manner  provided in Section 5.02 on any date on which an Event of Default  shall
have  occurred  and be  continuing  by the  Indenture  Trustee or the  Indenture
Trustee  acting at the direction of the Holders of Notes  representing  not less
than a  majority  of  the  Outstanding  Amount  of the  Controlling  Class.  All
principal  payments  on each  Class  of  Notes  shall  be made  pro  rata to the
Noteholders of the related Class entitled thereto.  Upon written notice thereof,
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 the final  installment  of principal of and interest on such
Note to be paid. Such notice shall specify that such final  installment  will 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 redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.02.

     (c) If the Issuer  defaults  in a payment  of  interest  on the Notes,  the
Issuer shall pay defaulted interest (plus interest on such defaulted interest to
the extent lawful) at the  applicable  Interest Rate in any lawful manner on the
next Payment Date.

     SECTION 2.09. 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 that the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture


                                       14
<PAGE>

Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this  Section,  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. Book-Entry Notes. The Notes, upon original issuance,  will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to The Depository Trust Company,  the initial Clearing Agency,  by, or
on behalf of, the Issuer. The Book-Entry Notes shall be registered  initially on
the Note Register in the name of Cede & Co., the nominee of the initial Clearing
Agency,  and no Owner thereof will receive a Definitive Note  representing  such
Note Owner's interest in such Note,  except as provided in Section 2.12.  Unless
and until definitive,  fully registered Notes (the "Definitive Notes") have been
issued to such Note Owners pursuant to Section 2.12:

          (i) the provisions of this Section 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  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 or the Clearing
     Agency Participants pursuant to the Note Depository  Agreement.  Unless and
     until  Definitive  Notes are issued  pursuant to Section 2.12,  the initial
     Clearing  Agency will 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 Outstanding Amount of the Controlling Class of
     Notes,  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  or  Clearing  Agency  Participants  owning  or  representing,
     respectively,  such required  percentage of the beneficial  interest in the
     Notes and has delivered such instructions to the Indenture Trustee.

     SECTION  2.11.  Notices  to  Clearing  Agency.  Whenever  a notice or other
communication  to the Noteholders is required under this  Indenture,  unless and
until  Definitive  Notes shall have been issued to such Note Owners  pursuant to
Section 2.12, the Indenture


                                       15
<PAGE>

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  2.12.  Definitive  Notes.  If (i) the  Administrator  advises  the
Indenture  Trustee in writing that the Clearing  Agency is no longer  willing or
able to properly discharge its  responsibilities  with respect to the Book-Entry
Notes and the  Administrator  is unable to locate a qualified  successor or (ii)
after the  occurrence  of an Event of Default or a Servicer  Termination  Event,
Owners of the Book-Entry Notes representing  beneficial interests aggregating at
least a majority of the  Outstanding  Amount of such Notes  advise the  Clearing
Agency in writing  that the  continuation  of a  book-entry  system  through the
Clearing Agency is no longer in the best interests of such Note Owners, then the
Clearing  Agency  shall  notify  all  Note  Owners,  the  Administrator  and the
Indenture Trustee of the occurrence of any such event and of the availability of
Definitive  Notes to Note Owners  requesting  the same.  Upon  surrender  to the
Indenture Trustee of the typewritten Notes  representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration instructions,  the Issuer shall
execute and the Indenture  Trustee upon an Issuer Order shall  authenticate  the
Definitive  Notes in accordance  with the written  instructions  of the Clearing
Agency.  None of the  Issuer,  the  Note  Registrar,  the  Administrator  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. Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.

     SECTION 2.13.  Tax Treatment.  The Issuer has entered into this  Indenture,
and the Notes will be issued,  with the intention  that, for purposes of federal
and state  income  tax,  franchise  tax and any other tax measure in whole or in
part by income,  the Notes will  qualify  as  indebtedness  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 such purposes as
indebtedness.

                                   ARTICLE III.

                                    COVENANTS

     SECTION 3.01.  Payment of Principal and Interest.  The Issuer will duly and
punctually pay the principal of and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture.  Without limiting the foregoing,
subject to Section  8.02(c),  on each Payment Date,  the Issuer will cause to be
distributed all amounts deposited  pursuant to the Sale and Servicing  Agreement
into the Note  Distribution  Account (i) for the benefit of the Class A-1 Notes,
to the Class A-1  Noteholders,  (ii) for the benefit of the Class A-2 Notes,  to
the Class A-2 Noteholders,  (iii) for the benefit of the Class A-3 Notes, to the
Class A-3 Noteholders  (iv) for the benefit of the Class A-4 Notes, to the Class
A-4  Noteholders  and (v) for the  benefit of the Class B Notes,  to the Class B
Noteholders.  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.


                                       16
<PAGE>

     SECTION 3.02.  Maintenance of Office or Agency. The Issuer will 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.  Such office will initially be located at 450 West 33rd Street,  14th
floor, Attention:  Capital Markets Fiduciary Services, New York, New York 10001.
The Issuer  will 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  3.03.  Money for  Payments  To Be Held in Trust.  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 Note Distribution Account and
the  Reserve  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 Note  Distribution  Account or the Reserve Account for
payments  of Notes  shall be paid over to the Issuer  except as provided in this
Section.

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

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

          (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 on 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


                                       17
<PAGE>

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

     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.

     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 years after
such amount has become due and payable shall be  discharged  from such trust and
be paid upon  Issuer  Request to the  Issuer;  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 30 days from the date of such publication,  any unclaimed
balance of such money then remaining will 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 moneys 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 3.04. Existence. Except as otherwise permitted by the provisions of
Section  3.10,  the Issuer  will 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 will keep in full effect its existence,  rights and franchises  under the
laws of such other  jurisdiction) and will 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 3.05. Protection of Trust Estate. The Issuer will from time to time
execute and  deliver all such  supplements  and  amendments  hereto and all such
financing statements,  continuation statements, instruments of further assurance
and other  instruments,  and will take such other action  necessary or advisable
to:


                                       18
<PAGE>

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

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

          (iii) enforce any of the Collateral; or

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

The  Issuer  hereby  designates  the  Indenture   Trustee,   as  its  agent  and
attorney-in-fact,  to  execute  upon an Issuer  Order any  financing  statement,
continuation  statement or other instrument  required to be executed pursuant to
this Section 3.05.

     SECTION 3.06. Opinions as to Trust Estate.

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

     (b) On or before April 30, in each calendar  year,  beginning in 2002,  the
Issuer shall furnish to the Indenture Trustee and the Rating Agencies 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 will, in the opinion of such  counsel,  be required to maintain
the lien and security interest of this Indenture until April 30 in the following
calendar year.

     SECTION 3.07. Performance of Obligations; Servicing of Receivables.

     (a) The Issuer  will not take any action and will use its  reasonable  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


                                       19
<PAGE>

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,  the Sale and Servicing Agreement or such other instrument or
agreement.

     (b) The Issuer may contract  with other  Persons with  notification  to the
Rating Agencies 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 will  punctually  perform and observe all of its obligations
and  agreements  contained in this  Indenture,  the Basic  Documents  and in the
instruments  and  agreements  included in the Trust  Estate,  including  but not
limited  to  filing or  causing  to be filed all UCC  financing  statements  and
continuation  statements required to be filed by the terms of this Indenture 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 either the Indenture
Trustee or the Holders of at least a majority of the  Outstanding  Amount of the
Notes.

     (d) If the Issuer  shall have  knowledge  of the  occurrence  of a Servicer
Termination  Event  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 with respect to
such default.

     (e) [Reserved]

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

     (g) Without  limitation of the absolute nature of the assignment granted to
the  Indenture  Trustee  under this  Indenture  or the  rights of the  Indenture
Trustee hereunder,  the Issuer agrees (i) except to extent otherwise provided in
any Basic  Documents,  that it will not,  without the prior  written  consent of
either the Indenture  Trustee acting at the direction of the Holders of at least
a majority in Outstanding Amount of the Notes, 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,  or waive timely  performance  or  observance  by the Servicer or the
Seller under the Sale and Servicing Agreement;  and (ii) that any such amendment
shall not (A) increase or reduce in any manner the amount of, or  accelerate  or
delay the timing of,  distributions that are required to be made for the benefit
of the  Noteholders or (B) reduce the aforesaid  percentage of the Notes that is
required to consent to any


                                       20
<PAGE>

such amendment,  without the consent of the Holders of all Outstanding Notes. If
the Indenture Trustee acting at the direction of such Holders agrees to any such
amendment,  modification,  supplement or waiver,  the Indenture  Trustee agrees,
promptly following a request by the Issuer to do so, to execute and deliver,  at
the Issuer's  own  expense,  such  agreements,  instruments,  consents and other
documents as the Issuer may deem necessary or appropriate in the circumstances.

     SECTION 3.08. Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

          (i) except as expressly  permitted by this Indenture,  the Receivables
     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  acting on direction of at least a majority in
     Outstanding  Amount  of  the  Controlling  Class  given  pursuant  to  this
     Agreement;

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

          (iii) (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 Trust Estate or any part thereof or any
     interest therein or the proceeds thereof (other than tax liens,  mechanics'
     liens and other liens that arise by  operation  of law, in each case on any
     of the  Financed  Vehicles  and arising  solely as a result of an action or
     omission of the related  Obligor) or (C) permit the lien of this  Indenture
     not to  constitute a valid first  priority  (other than with respect to any
     such tax, mechanics' or other lien) security interest in the Trust Estate.

     SECTION 3.09. Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee and the Rating Agencies,  within 120 days after the end of
each  fiscal  year of the Issuer  (commencing  with the fiscal  year  2001),  an
Officer's  Certificate  stating,  as to  the  Authorized  Officer  signing  such
Officer's Certificate, that:

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

          (ii) to the best of such Authorized Officer's knowledge, based on such
     review,  the Issuer has complied with all  conditions  and covenants  under
     this Indenture  throughout such year or, if there has been a default in its
     compliance with any such condition or


                                       21
<PAGE>

     covenant, specifying each such default known to such Authorized Officer and
     the nature and status thereof.

     SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms.

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

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

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

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

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

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

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

     (b) The  Issuer  shall not  convey or  transfer  any of its  properties  or
assets, including those included in the Trust Estate, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the  properties
     and assets of the  Issuer the  conveyance  or  transfer  of which is hereby
     restricted (A) shall be a United States  citizen or a Person  organized and
     existing  under the laws of the United States of America or any State,  (B)
     expressly  assumes,  by an  indenture  supplemental  hereto,  executed  and
     delivered to the Indenture  Trustee,  in form satisfactory to the Indenture
     Trustee,  the due and punctual  payment of the principal of and interest on
     all Notes and the performance or observance of every agreement and covenant
     of this  Indenture  on the part of the Issuer to be  performed or


                                       22
<PAGE>

     observed,  all as provided  herein,  (C) expressly  agrees by means of such
     supplemental  indenture  that all right,  title and interest so conveyed or
     transferred  shall be subject and  subordinate  to the rights of Holders of
     the Notes, (D) unless otherwise  provided in such  supplemental  indenture,
     expressly agrees to indemnify,  defend and hold harmless the Issuer and the
     Indenture  Trustee against and from any loss,  liability or expense arising
     under or related to this  Indenture and the Notes and (E) expressly  agrees
     by means of such supplemental indenture that such Person (or, if a group of
     Persons,  one specified  Person) shall make all filings with the Commission
     (and  any  other  appropriate  Person)  required  by  the  Exchange  Act in
     connection with the Notes;

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

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

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

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

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

     SECTION 3.11. Successor or Transferee.

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

     (b) Upon a conveyance  or transfer of all the assets and  properties of the
Issuer  pursuant  to Section  3.10(b),  BMW Vehicle  Owner Trust  2001-A will be
released from every  covenant and agreement of this  Indenture to be observed by
or  performed  on the part of the Issuer with  respect to the Notes  immediately
upon the delivery of written  notice to the Indenture  Trustee  stating that BMW
Vehicle Owner Trust 2001-A is to be so released.

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


                                       23
<PAGE>

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

     SECTION 3.14. Servicer's  Obligations.  The Issuer shall cause the Servicer
to  comply  with  Sections  4.09,  4.10,  4.11 and  Article  VII of the Sale and
Servicing Agreement.

     SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.  Except as
contemplated by the Trust  Agreement,  the Sale and Servicing  Agreement or this
Indenture,  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 Person.

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

     SECTION  3.17.  Removal  of  Administrator.   So  long  as  any  Notes  are
Outstanding,  the Issuer  shall not remove the  Administrator  unless the Rating
Agency  Condition  shall have been satisfied in connection with such removal and
the  Indenture  Trustee  receives  written  notice of the foregoing and consents
thereto.

     SECTION 3.18. Restricted Payments. Except with respect to the proceeds from
issuance of the Notes, the Issuer shall not, directly or indirectly, (i) pay any
dividend  or make any  distribution  (by  reduction  of capital  or  otherwise),
whether in cash,  property,  securities or a combination  thereof,  to the Owner
Trustee or any owner of a beneficial  interest in the Issuer or  otherwise  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,  distributions as contemplated by, and
to the extent funds are available for such purpose under, the Sale and Servicing
Agreement,  this Indenture or the Trust Agreement. The Issuer will not, directly
or  indirectly,  make payments to or  distributions  from the Note  Distribution
Account,  the Collection  Account,  the  Pre-Funding  Account,  the  Capitalized
Interest Account or the Reserve Account except in accordance with this Indenture
and the Basic Documents.

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

     SECTION 3.20.  Further  Instruments and Acts. Upon request of the Indenture
Trustee,  the Issuer will 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.


                                       24
<PAGE>

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further  effect with respect to the Notes except as to (i) rights
of  registration  of transfer and  exchange,  (ii)  substitution  of  mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08,
3.10, 3.11,  3.12,  3.13,  3.15, 3.16 and 3.18, (v) the rights,  obligations and
immunities  of the  Indenture  Trustee  hereunder  (including  the rights of the
Indenture  Trustee  under  Section  6.07 and the  obligations  of the  Indenture
Trustee under Section 4.02) and (vi) the rights of Noteholders as  beneficiaries
hereof with  respect to the  property so deposited  with the  Indenture  Trustee
payable to all or any of them,  and the Indenture  Trustee,  on demand of and at
the  expense of the  Issuer,  shall  execute  proper  instruments  acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when

     (A)  either:

               (1) all Notes theretofore authenticated and delivered (other than
          (i) Notes that have been destroyed,  lost or stolen and that have been
          replaced or paid as  provided  in Section  2.06 and (ii) Notes for the
          payment of which  money has  theretofore  been  deposited  in trust or
          segregated  and held in trust by the Issuer and  thereafter  repaid to
          the Issuer or discharged from such trust, as provided in Section 3.03,
          have been delivered to the Indenture Trustee for cancellation; or

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

                    a. have become due and payable,

                    b.  will  become  due  and  payable  at the  Class  B  Final
               Scheduled Payment Date within one year or

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

          and the  Issuer,  in the  case of a, b, or c  above,  has  irrevocably
          deposited or caused to be  irrevocably  deposited  with the  Indenture
          Trustee cash or direct obligations of or obligations guaranteed by the
          United  States of  America  (that 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 Final Scheduled  Payment Date or Redemption
          Date (if Notes  shall have been  called  for  redemption  pursuant  to
          Section 10.01), as the case may be;


                                       25
<PAGE>

     (B)  the  Issuer  has paid or  caused  to be paid all  other  sums  payable
          hereunder  by the  Issuer  including,  but not  limited  to,  fees and
          expenses due to the Indenture Trustee; and

     (C)  the  Issuer  has  delivered  to the  Indenture  Trustee  an  Officer's
          Certificate,  an Opinion of Counsel and (if required by the TIA or the
          Indenture Trustee) an Independent Certificate from a firm of certified
          public  accountants,  each  meeting  the  applicable  requirements  of
          Section 11.01(a) and, subject to Section 11.02,  each stating that all
          conditions  precedent herein provided for relating to the satisfaction
          and discharge of this Indenture have been complied with.

     SECTION 4.02.  Application  of Trust Money.  All moneys  deposited with the
Indenture  Trustee  pursuant to Section  4.01 hereof  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 moneys have been deposited with the Indenture  Trustee,
of all sums due and to become due thereon for principal  and interest;  but such
moneys need not be  segregated  from other funds  except to the extent  required
herein, in the Sale and Servicing Agreement or by law.

     SECTION 4.03.  Repayment of Moneys Held by Paying Agent. In connection with
the  satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture  Trustee under the
provisions  of this  Indenture  with respect to such Notes  shall,  upon written
demand of the Issuer,  be paid to the  Indenture  Trustee to be held and applied
according to Section 3.03;  and  thereupon,  such Paying Agent shall be released
from all further liability with respect to such moneys.

     SECTION 4.04. Release of Collateral. Subject to Section 11.01 and the terms
of the Basic  Documents,  the Indenture  Trustee shall release property from the
lien of this Indenture only upon receipt by it of an Issuer Request  accompanied
by an Officer's Certificate,  an Opinion of Counsel and Independent Certificates
in accordance  with TIA ss.ss.  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.

                                   ARTICLE V.

                                    REMEDIES

     SECTION 5.01. Events of Default. "Event of Default",  wherever used herein,
means 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):


                                       26
<PAGE>

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

          (ii) default in the payment of the principal of or any  installment of
     the principal of any Note when the same becomes due and payable;

          (iii)  default in the  observance  or  performance  of any 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 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 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 at least 50% of the  Outstanding
     Amount of the Controlling  Class of Notes, a written notice specifying such
     default or  incorrect  representation  or warranty  and  requiring it to be
     remedied and stating that such notice is a notice of Default hereunder;

          (iv) the  filing  of a decree or order  for  relief by a court  having
     jurisdiction  in the  premises in respect of the 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  the  appointment  of  a  receiver,  liquidator,
     assignee,  custodian,  trustee,  sequestrator  or similar  official  of the
     Issuer or for any substantial part of the Trust Estate,  or the ordering of
     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 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 of or taking of 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 promptly deliver to the Indenture Trustee written notice in the
form of an Officer's Certificate of any event that 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 5.02. Acceleration of Maturity; Rescission and Annulment.


                                       27
<PAGE>

     (a) If an Event of Default shall occur and be continuing, then and in every
such case the  Indenture  Trustee  may or the  Indenture  Trustee as directed in
writing by the  Holders of Notes  representing  not less than a majority  of the
Outstanding Amount of the Controlling Class of Notes shall declare all the Notes
to be then  immediately  due and  payable,  by a notice in writing to the Issuer
(and to the  Indenture  Trustee  if  given  by  Noteholders),  and upon any such
declaration  the  Outstanding  Amount of such Notes,  together  with accrued and
unpaid  interest  thereon  through  the  date  of  acceleration,   shall  become
immediately due and payable.

     (b) If an Event of Default under this Indenture  shall have  occurred,  the
Indenture  Trustee  in its  discretion  may,  or if so  requested  in writing by
Holders of Notes  representing at least a majority of the Outstanding  Amount of
the Controlling Class of Notes,  shall,  declare by written notice to the Issuer
all  of the  Notes  to be  immediately  due  and  payable,  and  upon  any  such
declaration, the Outstanding Amount of the Notes, together with accrued interest
thereon  through the date of  acceleration,  shall  become  immediately  due and
payable as provided in the Notes set forth in Exhibit A-1,  Exhibit A-2, Exhibit
A-3,  Exhibit A-4 and Exhibit A-5.  Notwithstanding  anything to the contrary in
this paragraph  (b), if an Event of Default  specified in clauses (iv) or (v) of
Section  5.01 shall have  occurred  and be  continuing  the Notes  shall  become
immediately due and payable at par, together with accrued interest thereon.

     (c) At any time after such declaration of acceleration of maturity has been
made and  before a  judgment  or decree  for  payment  of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
Holders  of Notes  representing  a  majority  of the  Outstanding  Amount of the
Controlling  Class of Notes,  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 the Notes and all
          other  amounts that would then be due  hereunder or upon such Notes if
          the  Event  of  Default  giving  rise  to  such  acceleration  had not
          occurred; and

               B. all  sums  paid by the  Indenture  Trustee  hereunder  and the
          reasonable  compensation,  expenses and disbursements of the Indenture
          Trustee and its agents and counsel  and the  reasonable  compensation,
          expenses  and  disbursements  of the Owner  Trustee and its agents and
          counsel; and

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

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

     SECTION  5.03.  Collection of  Indebtedness  and Suits for  Enforcement  by
Indenture Trustee.


                                       28
<PAGE>

     (a) The Issuer  covenants  that if (i) a default is made in the  payment of
any interest on any Note when the same becomes due and payable, and such default
continues  for a period of five days or, (ii)  default is made in the payment of
the principal of or any  installment  of the principal of any Note when the same
becomes due and payable,  the Issuer will, upon demand of the Indenture Trustee,
pay to it, for the benefit of the Holders of the Notes,  the entire  amount then
due and  payable  on such  Notes in  respect of  principal  and  interest,  with
interest on the  overdue  principal  and, to the extent  payment at such rate of
interest shall be legally  enforceable,  on overdue  installments of interest at
the related 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 and disbursements of the Indenture Trustee and
its agents and counsel.

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

     (c) If an Event of Default  occurs,  the  Indenture  Trustee  may,  as more
particularly  provided  in  Section  5.04,  in its  discretion  or  shall at the
directions  of the Holders of at least a majority of the  Outstanding  Amount of
the Controlling Class of Notes proceed to protect and enforce its rights and the
rights of the  Noteholders,  by such  appropriate  Proceedings  as the Indenture
Trustee or the  Indenture  Trustee at the direction of the Holders of at least a
majority  of the  Outstanding  Amount of the  Controlling  Class of Notes  shall
reasonably  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 on 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,  or
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  Proceedings  relative to the Issuer or other
obligor on 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,  shall be entitled and
empowered, by intervention in such Proceedings or otherwise:

          (i) to file and  prove a claim or  claims  for the  entire  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


                                       29
<PAGE>

     (including any claim for reasonable  compensation to the Indenture  Trustee
     and each  predecessor  Indenture  Trustee,  and  their  respective  agents,
     attorneys and counsel,  and for  reimbursement of reasonable  out-of-pocket
     expenses  and  liabilities  incurred,  by the  Indenture  Trustee  and each
     predecessor  Indenture  Trustee,  except as a result of  negligence  or bad
     faith) and of the Noteholders allowed in such Proceedings;

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

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

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

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

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

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

     (g) In any  Proceedings  brought  by the  Indenture  Trustee  (and also any
Proceedings  involving the  interpretation of any provision of this Indenture to
which the Indenture  Trustee shall be a party),  the Indenture  Trustee shall be
held to represent all the


                                       30
<PAGE>

Holders of the Notes,  and it shall not be  necessary  to make any  Noteholder a
party to any such Proceedings.

     SECTION 5.04. Remedies; Priorities.

     (a) If an Event of  Default  shall have  occurred  and be  continuing,  the
Indenture Trustee may do one or more of the following (subject to Section 5.05):

          (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 on such Notes moneys adjudged due;

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

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

          (iv)  sell the  Trust  Estate  or any  portion  thereof  or  rights or
     interest  therein,  at one or more  public  or  private  sales  called  and
     conducted in any manner permitted by law;

provided that  Indenture  Trustee may not sell or otherwise  liquidate the Trust
Estate following an Event of Default unless:

     (A) the Event of Default  is of the type  described  in Section  5.01(i) or
(ii); or

     (B) with respect to an Event of Default described in Section 5.01 (iii);

          (i)   the   Noteholders   of   all    Outstanding    Notes   and   the
     Certificateholders of all outstanding Certificates consent thereto; or

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

     (C) with respect to any Event of Default described in Section 5.01 (iv) and
(v):

          (i) the Noteholders of Notes  evidencing 100% of the principal  amount
     of the Controlling Class consent thereto; or

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

          (iii) the Indenture Trustee


                                       31
<PAGE>

               (x)  determines  (but  shall  have no  obligation  to  make  such
          determination)  that the Trust  Estate  will not  continue  to provide
          sufficient  funds for the payment of  principal of and interest on the
          Notes as they would have become due if the Notes had not been declared
          due and payable; and

               (y) the Indenture  Trustee  obtains the consent of Noteholders of
          Notes  evidencing not less than 66 2/3% of the principal amount of the
          Controlling Class; or

In determining such sufficiency or insufficiency  with respect to clause (B)(ii)
and (C)(ii) or (C)(iii)(x), 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) (i)  Notwithstanding  the  provisions  of Section  8.02,  following the
occurrence  and during the  continuation  of an Event of  Default  specified  in
Section  5.01(i),  5.01(ii),  5.01(iii),  5.01(iv)  which  has  resulted  in  an
acceleration  of the Notes (or following the  occurrence of any such event after
an Event of Default  specified in Section  5.01(iii)  has occurred and the Trust
Estate  has  been  liquidated),  if  Indenture  Trustee  collects  any  money or
property,  it shall pay out such money or property (and other amounts  including
amounts  held on deposit in the  Reserve  Account)  held as  Collateral  for the
benefit of the Noteholders, net of liquidation costs associated with the sale of
the Trust Estate, in the following order:

          FIRST: to the Servicer for due and unpaid Servicing Fees;

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

          THIRD: to Holders of the Class A-1 Notes for amounts due and unpaid on
          the  Class  A-1  Notes  in  respect  of  principal,  ratably,  without
          preference  or priority of any kind,  according to the amounts due and
          payable  on the Class A-1 Notes in  respect  of  principal,  until the
          Outstanding Amount of the Class A-1 Notes is reduced to zero;

          FOURTH:  to Holders of the Class A-2 Notes,  Class A-3 Notes and Class
          A-4 Notes for amounts due and unpaid on the Class A-2 Notes, Class A-3
          Notes and Class A-4 Notes in respect of  principal,  ratably,  without
          preference  or priority of any kind,  according to the amounts due and
          payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes in
          respect of principal,  until the  Outstanding  Amount of the Class A-2
          Notes, Class A-3 Notes and Class A-4 Notes is reduced to zero;


                                       32
<PAGE>

          FIFTH:  to Holders of the Class B Notes for  amounts due and unpaid on
          the Class B Notes in respect of interest,  ratably, without preference
          or priority of any kind,  according  to the amounts due and payable on
          the Class B Notes in respect of interest;

          SIXTH:  to Holders of the Class B Notes for  amounts due and unpaid on
          the Class B Notes in respect of principal, ratably, without preference
          or priority of any kind,  according  to the amounts due and payable on
          the Class B Notes in  respect  of  principal,  until  the  Outstanding
          Amount of the Class B Notes is reduced to zero;

          SEVENTH: to the Indenture Trustee,  any amounts due under Section 6.7;
          and

          EIGHTH: to the Certificate  Distribution  Account, for distribution to
          the Certificateholders.

The Indenture  Trustee may fix a record date and payment date for any payment to
Noteholders  pursuant to this Section. At least 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.

          (ii) Except as provided in Section  5.04(b)(i),  the Indenture Trustee
     shall make all payments and distributions of the Trust Estate in accordance
     with Section 8.02.

     SECTION 5.05. Optional  Preservation of the Receivables.  If the Notes have
been  declared to be due and payable  under  Section 5.02  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.  It is the desire of the parties hereto and the Noteholders
that there be at all times  sufficient funds for the payment of principal of and
interest on the Notes,  and the  Indenture  Trustee  shall take such desire into
account  when  determining  whether or not to maintain  possession  of the Trust
Estate.  In  determining  whether  or not to  maintain  possession  of the Trust
Estate,  the Indenture Trustee may, at the expense of the Issuer and paid in the
priority set forth in Section 5.06(b) of the Sale and Servicing  Agreement,  but
need not,  obtain  and  conclusively  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  5.06.  Limitation  of Suits.  No Holder of any Note shall have any
right to institute any Proceeding,  judicial or otherwise,  with respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder, unless:

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


                                       33
<PAGE>

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

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

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

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

It is  understood  and intended  that no one or more Holders of Notes shall have
any  right in any  manner  whatsoever  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
pursuant  to  this  Section,  each  representing  less  than a  majority  of the
Outstanding  Amount of the  Controlling  Class of Notes,  the Indenture  Trustee
shall act at the direction of the group  representing the greater  percentage of
the  Outstanding  Amount of Notes and if there is no such group then in its sole
discretion  may determine what action,  if any, shall be taken,  notwithstanding
any other provisions of this Indenture.

     SECTION 5.07.  Unconditional Rights of Noteholders To Receive Principal and
Interest.  Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and  unconditional,  to receive
payment of the principal of and  interest,  if any, on such Note on or after the
respective due dates thereof expressed in such Note or 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 5.08.  Restoration of Rights and Remedies. If the Indenture Trustee
or any  Noteholder  has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been  discontinued or abandoned for
any reason or has been determined  adversely to the Indenture Trustee or to such
Noteholder,  then and in every such case the 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.


                                       34
<PAGE>

     SECTION  5.09.  Rights and Remedies  Cumulative.  No right or remedy herein
conferred  upon or reserved to the Indenture  Trustee or to the  Noteholders  is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

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

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

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

          (ii) subject to the express  terms of Section  5.04,  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 Outstanding Amount
     of the Controlling Class of Notes;

          (iii) if the  conditions set forth in Section 5.05 have been satisfied
     and the  Indenture  Trustee  elects to retain the Trust Estate  pursuant to
     such  Section,  then any  written  direction  to the  Indenture  Trustee by
     Holders of Notes  representing less than 100% of the Outstanding  Amount of
     the Notes to sell or  liquidate  the Trust  Estate shall be of no force and
     effect; and

          (iv) 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 6.01, the Indenture  Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any Noteholders not consenting to such action.

     SECTION 5.12.  Waiver of Past  Defaults.  Prior to the  declaration  of the
acceleration  of the  maturity  of the Notes as provided  in Section  5.02,  the
Holders of Notes of not less than a majority  of the  Outstanding  Amount of the
Controlling  Class of Notes may,  waive any past Default or Event of Default and
its consequences except a Default (a) in payment of principal of


                                       35
<PAGE>

or  interest  on any of the Notes or (b) in respect of a covenant  or  provision
hereof that  cannot be modified or amended  without the consent of the Holder of
each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and
the Holders of the Notes shall be restored to their former  positions and rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other Default or impair any right consequent thereto.

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

     SECTION 5.13.  Undertaking for Costs.  All parties to this Indenture agree,
and each Holder of a 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  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this Section  shall not apply to (a) any suit  instituted  by the
Indenture  Trustee,  (b) any  suit  instituted  by any  Noteholder,  or group of
Noteholders,  in  each  case  holding  in the  aggregate  more  than  10% of the
Outstanding  Amount of the Notes (or in the case of a right or remedy under this
Indenture  which is instituted by the  Controlling  Class,  more than 10% of the
Outstanding  Amount of the Controlling  Class) or (c) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the  respective  due dates  expressed  in such Note and in this
Indenture (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 will not at any time insist upon,
or plead or in any manner  whatsoever claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force,  that may affect the covenants or the performance of this Indenture;  and
the 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 will not hinder,
delay or impede the  execution  of any power  herein  granted  to the  Indenture
Trustee,  but will suffer and permit the execution of every such power as 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 5.04(b).


                                       36
<PAGE>

     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 or the Servicer,  as applicable,  of each of their  obligations to
the Issuer under or in connection  with the Sale and Servicing  Agreement or the
Receivables  Purchase  Agreement,  as  applicable,  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  or the  Receivables
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 either
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 or
the Receivables Purchase Agreement;  provided,  however, nothing herein shall in
any way impose on the Indenture  Trustee the duty to monitor the  performance of
the Seller or the Servicer of any of their  liabilities,  duties or  obligations
under any Basic Document.

     (b) If an Event of Default has occurred,  the Indenture Trustee may, and at
the direction  (which  direction shall be in writing) of the Holders of not less
than a majority  of the  Outstanding  Amount of the  Controlling  Class of Notes
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 and the Receivables  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  and the
Receivables Purchase Agreement,  as the case may be, and any right of the Issuer
to take such action shall be suspended.

                                  ARTICLE VI.

                              THE INDENTURE TRUSTEE

     SECTION 6.01. Duties of Indenture Trustee.

     (a) If an  Event of  Default  has  occurred  and is  continuing  of which a
Responsible Officer of the Indenture Trustee has actual knowledge, 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


                                       37
<PAGE>

          (ii) in the  absence  of bad  faith or  negligence  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 the face value
     of the certificates,  reports, resolutions,  documents, orders, opinions or
     other instruments  furnished to the Indenture Trustee and conforming to the
     requirements  of this  Indenture;  provided,  however,  that the  Indenture
     Trustee  shall not be  responsible  for the accuracy or content of any such
     resolution,  certificate,  statement,  opinion,  report, document, order or
     other  instrument;   however,  the  Indenture  Trustee  shall  examine  the
     certificates  and opinions to determine  whether or not they conform to the
     requirements  of this  Indenture.  If any such  instrument  is found not to
     conform in any material respect to the requirements of this Agreement,  the
     Indenture  Trustee shall notify the  Noteholders of such  instrument in the
     event that the Indenture Trustee,  after so requesting,  does not receive a
     satisfactorily corrected instrument.

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

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

          (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 the terms of this  Indenture  or any
     other Basic Documents.

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

     (e) The Indenture Trustee shall not be liable for indebtedness evidenced by
or arising under any of the Basic Documents,  including principal of or interest
on the Notes,  or 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
advance,  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.


                                       38
<PAGE>

     (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 and to the provisions of the TIA.

     (i) In no event shall the Indenture  Trustee be required to perform,  or be
responsible  for the manner of  performance  of, any of the  obligations  of the
Servicer or any other party under the Sale and Servicing Agreement.

     (j) The Indenture  Trustee shall have no duty (A) to see to any  recording,
filing,  or depositing of this Indenture or any agreement  referred to herein or
any  financing  statement  or  continuation   statement  evidencing  a  security
interest,  or to see to the  maintenance  of any such  recording  or  filing  or
depositing or to any rerecording,  refiling or redepositing of any thereof,  (B)
to see to any  insurance,  or (C) to see to the payment or discharge of any tax,
assessment,  or other governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied against, any part of the Trust Fund.

     For  purposes of this  Section  6.01 and  Section  8.03(c),  the  Indenture
Trustee,  or a  Responsible  Officer  thereof,  shall  be  charged  with  actual
knowledge  of any  default  or an  Event of  Default  if a  Responsible  Officer
actually  knows of such  default or Event of Default  or the  Indenture  Trustee
receives written notice of such default or Event of Default from the Issuer, the
Servicer  or  Noteholders  owning  Notes  aggregating  not less  than 10% of the
Outstanding Amount of the Notes.  Notwithstanding  the foregoing,  the Indenture
Trustee  shall not be  required to take notice and in the absence of such actual
notice and knowledge,  the Indenture Trustee may conclusively  assume that there
is no such default or Event of Default.

     SECTION 6.02. Rights of Indenture Trustee.

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

     (b) Before the  Indenture  Trustee  acts or refrains  from  acting,  it may
require an Officer's  Certificate or an Opinion of Counsel from the  appropriate
party.  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 from the  appropriate  party.  The right of the Indenture  Trustee to
perform any  discretionary  act  enumerated  in this  Indenture  or in any Basic
Document  shall not be  construed  as a duty of the  Indenture  Trustee  and the
Indenture  Trustee  shall not be  answerable  for other than its  negligence  or
willful misconduct in the performance of such discretionary act.

     (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 any such agent,
attorney or custodian appointed by the Indenture Trustee with due care.


                                       39
<PAGE>

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

     (e) The Indenture Trustee may consult,  at the Issuer's expense and paid in
the priority set forth in Section  5.06(b) of the Sale and Servicing  Agreement,
with counsel, and the written 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) In the event that the Indenture Trustee is also acting as Paying Agent,
Note Registrar or collateral  agent, the rights and protections  afforded to the
Indenture  Trustee  pursuant to this  Article 6 shall be afforded to such Paying
Agent, Note Registrar or collateral agent.

     (g) The  Indenture  Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture or to institute,  conduct or
defend any litigation  hereunder or in relation hereto at the request,  order or
direction  of  any of the  Noteholders,  pursuant  to  the  provisions  of  this
Indenture,  unless such Noteholders  shall have offered to the Indenture Trustee
reasonable  security or indemnity  against the costs,  expenses and  liabilities
which may be incurred therein or thereby;

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

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

     SECTION 6.03. 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 may do the same with like rights.  However,  the
Indenture Trustee must comply with Sections 6.11 and 6.12.

     SECTION 6.04. Indenture Trustee's  Disclaimer.  The Indenture Trustee shall
not be  responsible  for and  makes  no  representation  as to the  validity  or
adequacy  of this  Indenture,  the Trust  Estate or the  Notes,  it shall not be
accountable  for the Issuer's use of the proceeds  from the Notes,  and it shall
not be responsible  for any statement of the Issuer in the Indenture,  any Basic
Document 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 6.05. Notice of Defaults. If a Default occurs and is continuing and
if it is actually known to a Responsible  Officer of the Indenture Trustee,  the
Indenture  Trustee shall mail to each Noteholder notice of the Default within 30
days after it occurs. Except in the case


                                       40
<PAGE>

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 to  Noteholders  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  6.06.  Reports by  Indenture  Trustee to  Holders.  The  Indenture
Trustee shall deliver to each Noteholder such  information as may be required to
enable such holder to prepare its federal and state income tax returns.

     SECTION  6.07.  Compensation  and  Indemnity.  The Issuer  shall  cause the
Servicer  to  pay  to  the  Indenture  Trustee  from  time  to  time  reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Issuer
shall  cause the  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   out-of-pocket   compensation   and  expenses,
disbursements  and  advances  of  the  Indenture   Trustee's  agents,   counsel,
accountants and experts.  The Issuer shall cause the  Administrator to indemnify
the Indenture Trustee against any and all loss,  liability or expense (including
attorneys'   fees  and  expenses)   incurred  by  it  in  connection   with  the
administration  of this trust and the  performance  of its duties  hereunder  or
under the Sale and Servicing  Agreement or under any other Basic  Document.  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 if no prejudice to the Issuer or the
Administrator shall have resulted from such failure.  The Issuer shall, or shall
cause the Administrator to, defend any such claim, and the Indenture Trustee may
have separate counsel and the Issuer shall, or shall cause the Administrator to,
pay  the  fees  and  expenses  of  such  counsel.  Neither  the  Issuer  nor the
Administrator  need  reimburse  any  expense  or  indemnify  against  any  loss,
liability or expense  incurred by the  Indenture  Trustee  through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

     The  Issuer's  payment   obligations  to  the  Indenture  Trustee  and  the
Administrator's  indemnities to the Indenture  Trustee  pursuant to this Section
shall  survive the  discharge of this  Indenture or the earlier  resignation  or
removal of the Indenture  Trustee.  When the Indenture  Trustee incurs  expenses
after the  occurrence  of a Default  specified  in Section  5.01(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 6.08.  Replacement of Indenture Trustee.  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  6.08.  The  Indenture  Trustee may
resign at any time by so  notifying  the  Issuer  and each  Rating  Agency.  The
Holders of a majority in Outstanding  Amount of the  Controlling  Class of Notes
may remove the Indenture Trustee by notifying the Indenture Trustee if:

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


                                       41
<PAGE>

          (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;

          (iv) the Indenture Trustee otherwise becomes incapable of acting; or

          (v) the Indenture  Trustee  breaches any  representation,  warranty or
     covenant made by it under any Basic Document.

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.

     A successor  Indenture  Trustee shall  deliver a written  acceptance of its
appointment to the retiring  Indenture Trustee and to the Issuer.  Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture  Trustee under this Indenture.  The retiring  Indenture Trustee
shall be paid  all  amounts  owed to it upon its  resignation  or  removal.  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. The retiring
Indenture Trustee shall not be liable for the acts or omissions of any Successor
Indenture Trustee.

     If a successor  Indenture Trustee does not take office within 60 days after
the retiring  Indenture  Trustee resigns or is removed,  the retiring  Indenture
Trustee,  the Issuer or the Holders of a majority in  Outstanding  Amount of the
Controlling Class of Notes may petition any court of competent  jurisdiction for
the appointment of a successor Indenture Trustee.

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

     Notwithstanding  the replacement of the Indenture  Trustee pursuant to this
Section,  the Issuer's and the  Administrator's  obligations  under Section 6.07
shall continue for the benefit of the retiring Indenture Trustee.

     SECTION  6.09.  Successor  Indenture  Trustee by Merger.  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
without any further act shall be the successor Indenture Trustee; provided, that
such  corporation or banking  association  shall be qualified and eligible under
Section 6.11. The Indenture  Trustee shall provide the Rating Agencies notice of
any such transaction.

     In case at the time such  successor or successors by merger,  conversion or
consolidation  to the Indenture  Trustee shall succeed to the trusts  created by
this Indenture any of the Notes shall


                                       42
<PAGE>

have been  authenticated but not delivered,  any such successor to the Indenture
Trustee may adopt the certificate of authentication  of any predecessor  trustee
and  deliver  such Notes so  authenticated;  and in case at that time any of the
Notes shall not have been authenticated,  any successor to the Indenture Trustee
may authenticate  such Notes either in the name of any predecessor  hereunder or
in the name of the  successor to the  Indenture  Trustee;  and in all such cases
such certificates  shall have the full force that 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 all  instruments to appoint one
or more Persons to act as a co-trustee or  co-trustees,  or separate  trustee or
separate  trustees,  of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Noteholders,  such title
to the Trust Estate,  or any part thereof,  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 6.08 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  is not  authorized  to act  separately  without  the  Indenture
     Trustee  joining in such act),  except to the extent  that under any law of
     any  jurisdiction  in which any  particular act or acts are to be performed
     the Indenture  Trustee shall be  incompetent or unqualified to perform such
     act or acts,  in which event such rights,  powers,  duties and  obligations
     (including the holding of title to the Trust Estate or any portion  thereof
     in any such  jurisdiction)  shall be exercised and performed singly by such
     separate  trustee  or  co-trustee,  but  solely  at  the  direction  of the
     Indenture Trustee;

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

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

     (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 Agreement and
the conditions of this Article VI. Each separate  trustee and


                                       43
<PAGE>

co-trustee,  upon its acceptance of the trusts  conferred,  shall be vested with
the estates or property  specified  in its  instrument  of  appointment,  either
jointly with the Indenture  Trustee or separately,  as may be provided  therein,
subject to all the provisions of this  Indenture,  specifically  including every
provision of this Indenture  relating to the conduct of, affecting the liability
of, or affording  protection to, the Indenture  Trustee.  Every such  instrument
shall be filed with the Indenture Trustee.

     (d) Any  separate  trustee or  co-trustee  may at any time  constitute  the
Indenture Trustee, its agent or attorney-in-fact  with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this  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. The Indenture Trustee shall at
all times satisfy the  requirements  of TIA ss.  310(a).  The Indenture  Trustee
shall have a combined  capital and surplus of at least  $50,000,000 as set forth
in its most recent published  annual report of condition,  and the time deposits
of the  Indenture  Trustee  shall be rated at least A-1 by Standard & Poor's and
P-1 by  Moody's.  The  Indenture  Trustee  shall  comply  with  TIA ss.  310(b),
including  the optional  provision  permitted by the second  sentence of TIA ss.
310(b)(9); provided, however, that there shall be excluded from the operation of
TIA ss.  310(b)(1) any indenture or indentures  under which other  securities of
the Issuer are outstanding if the  requirements  for such exclusion set forth in
TIA ss. 310(b)(1) are met.

     SECTION 6.12. [Reserved].

     SECTION  6.13.  Preferential  Collection  of  Claims  Against  Issuer.  The
Indenture  Trustee  shall  comply with TIA ss.  311(a),  excluding  any creditor
relationship  listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

     SECTION 6.14.  Waiver of Setoffs.  The Indenture  Trustee hereby  expressly
waives any and all rights of setoff that the Indenture  Trustee may otherwise at
any time have under  applicable law with respect to any Trust Account and agrees
that amounts in the Trust Accounts shall at all times be held and applied solely
in accordance with the provisions hereof and of the other Basic Documents.

                                  ARTICLE VII.

                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.01.  Issuer To Furnish  Indenture  Trustee Names and Addresses of
Noteholders.  The Issuer will furnish or cause to be furnished to the  Indenture
Trustee  (a) not more than five days after the  earlier of (i) each  Record Date
and (ii) three months  after the last Record  Date, a list,  in such form as the
Indenture Trustee may reasonably require, of the names


                                       44
<PAGE>

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 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 10 days  prior  to the  time  such  list is
furnished;  provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.

     SECTION 7.02. Preservation of Information; Communications to Noteholders.

     (a) The  Indenture  Trustee  shall  preserve,  in as  current  a form as is
reasonably  practicable,  the  names  and  addresses  of the  Holders  of  Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 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 7.01 upon receipt
of a new list so furnished. The Indenture Trustee shall make such list available
to the Owner Trustee on written  request,  and to the  Noteholders  upon written
request of three or more Noteholders or one or more  Noteholders  evidencing not
less  than 25% of the  Outstanding  Amount of the  Notes.  Upon  receipt  by the
Indenture  Trustee  of any  request  by a  Noteholder  to  receive a copy of the
current list of  Noteholders,  the Indenture  Trustee shall promptly  notify the
Administrator  thereof by providing to the  Administrator a copy of such request
and a copy of the list of Noteholders in response thereto.

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

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

     SECTION 7.03. Reports by Issuer.

     (a) The Issuer shall:

          (i) file with the Indenture  Trustee,  within 15 days after the Issuer
     is required (if at all) 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 rules and  regulations  prescribed from time to time by the Commission
     such  additional  information,   documents  and  reports  with  respect  to
     compliance  by the  Issuer  with  the  conditions  and  covenants  of  this
     Indenture  as may  be  required  from  time  to  time  by  such  rules  and
     regulations; and

          (iii) supply to the Indenture Trustee (and the Indenture Trustee shall
     transmit  by mail to all  Noteholders  described  in TIA ss.  313(c))  such
     summaries of any information, documents and reports required to be filed by
     the Issuer  pursuant to clauses (i) and


                                       45
<PAGE>

     (ii) of this Section 7.03(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 end on December 31 of each year.

     SECTION 7.04. Reports by Indenture Trustee.  If required by TIA ss. 313(a),
within 60 days after each March 31 beginning  with March 31, 2002, the Indenture
Trustee  shall mail to each  Noteholder  as required  by TIA ss.  313(c) a brief
report dated as of such date that  complies with TIA ss.  313(a).  The Indenture
Trustee also shall comply with TIA ss. 313(b).

     A copy of 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 8.01.  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.  The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture,  if any default occurs
in the making of any payment or  performance  under any  agreement or instrument
that is part of the Trust Estate,  the Indenture Trustee may take such action as
may be  appropriate  to enforce  such  payment  or  performance,  including  the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

     SECTION 8.02. 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, for the benefit of
the  Noteholders  and,  in the case of the  Collection  Account  and the Reserve
Account, the Certificateholders,  the Trust Accounts as provided in Section 5.01
of the Sale and Servicing Agreement.

     (b) On or before each Payment Date,  the Issuer shall cause the Servicer to
deposit all Available  Amounts with respect to the Collection  Period  preceding
such Payment Date in the Collection Account as provided in Section 5.02 and 5.04
of the Sale and Servicing Agreement. On or before each Deposit Date, all amounts
required  to be  withdrawn  from  the  Reserve  Account  and  deposited  in  the
Collection Account pursuant to Section 5.05 of the Sale and Servicing  Agreement
shall be  withdrawn  by the  Indenture  Trustee  from the  Reserve  Account  and
deposited


                                       46
<PAGE>

to the Collection  Account as provided  therein,  as to which Issuer shall cause
Servicer to timely provide the related instructions.

     (c) On each Payment Date, the Indenture  Trustee (based on the  information
contained  in  the  Servicer's   report  delivered  on  or  before  the  related
Determination Date pursuant to Section 4.9 of the Sale and Servicing  Agreement)
shall  make the  withdrawals  from the  Collection  Account  and make  deposits,
distributions and payments,  to the extent of funds on deposit in the Collection
Account  with  respect to the  Collection  Period  preceding  such  Payment Date
(including  funds,  if any,  deposited  therein  from the Reserve  Account),  in
accordance  with the  provisions  of  Section  5.5(b) of the Sale and  Servicing
Agreement (as to which Issuer shall cause Servicer to timely provide the related
instructions).

          (i)  On  each  Payment  Date,  the  Indenture  Trustee  (based  on the
     information  contained in the Servicer's  report delivered on or before the
     related  Determination  Date  pursuant  to  Section  4.9  of the  Sale  and
     Servicing  Agreement)  shall  withdraw the funds on deposit in the Interest
     Distribution  Account with respect to the Collection  Period preceding such
     Distribution  Date and make  distributions  and  payments in the  following
     order of priority:

               (A) first, to the  Noteholders of Class A Notes,  the accrued and
          unpaid  interest on the Class A Notes;  provided that if there are not
          sufficient funds available to pay the entire amount of the accrued and
          unpaid interest on 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  based upon the  amount of  interest  due on each Class of
          Class A Notes; and

               (B) second,  to the Noteholders of Class B Notes, the accrued and
          unpaid  interest on the Class B Notes;  provided that if there are not
          sufficient funds available to pay the entire amount of the accrued and
          unpaid interest on the Class B Notes,  the amounts  available shall be
          applied to the payment of such  interest on the Class B Notes on a pro
          rata basis.

     (d)  On  each  Distribution  Date,  the  Indenture  Trustee  (based  on the
information  contained  in the  Servicer's  report  delivered  on or before  the
related  Determination  Date  pursuant to Section 4.9 of the Sale and  Servicing
Agreement)  shall  withdraw the funds on deposit on the  Principal  Distribution
Account with respect to the Collection  Period preceding such  Distribution Date
and make distributions and payments in the following order of priority:

          (i) first,  to the  Noteholders of the Class A-1 Notes in reduction of
     principal until the principal amount of the Outstanding Class A-1 Notes has
     been  paid in  full;  provided  that if  there  are  not  sufficient  funds
     available to pay the principal amount of the Outstanding Class A-1 Notes in
     full, the amounts available shall be applied to the payment of principal on
     the Class A-1 Notes on a pro rata basis;

          (ii) second, to the Noteholders of the Class A-2 Notes in reduction of
     principal until the principal amount of the Outstanding Class A-2 Notes has
     been  paid in  full;  provided  that if  there  are  not  sufficient  funds
     available to pay the principal amount of the


                                       47
<PAGE>

     Outstanding Class A-2 Notes in full, the amounts available shall be applied
     to the payment of principal on the Class A-2 Notes on a pro rata basis;

          (iii) third, to the Noteholders of the Class A-3 Notes in reduction of
     principal until the principal amount of the Outstanding Class A-3 Notes has
     been  paid in  full;  provided  that if  there  are  not  sufficient  funds
     available to pay the principal amount of the Outstanding Class A-3 Notes in
     full, the amounts available shall be applied to the payment of principal on
     the Class A-3 Notes on a pro rata basis;

          (iv) fourth, to the Noteholders of the Class A-4 Notes in reduction of
     principal until the principal amount of the Outstanding Class A-4 Notes has
     been  paid in  full;  provided  that if  there  are  not  sufficient  funds
     available t pay the principal amount of the Outstanding  Class A-4 Notes in
     full, the amounts available shall be applied to the payment of principal on
     the Class A-4 Notes on a pro rata basis;

          (v) fifth,  to the  Noteholders  of the Class B Notes in  reduction of
     principal until the principal  amount of the Outstanding  Class B Notes has
     been  paid in  full;  provided  that if  there  are  not  sufficient  funds
     available to pay the principal  amount of the Outstanding  Class B Notes in
     full, the amounts available shall be applied to the payment of principal on
     the Class B Notes on a pro rata basis; and

          (vi) sixth,  any remaining  amounts,  to the Certificate  Distribution
     Account.

     SECTION 8.03. General Provisions Regarding Accounts.  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  Eligible  Investment  included
therein except for losses  attributable  to the Indenture  Trustee's  failure to
make payments on such Eligible  Investments issued by the Indenture Trustee,  in
its commercial  capacity as principal obligor and not as trustee,  in accordance
with their terms.

     SECTION 8.04. Release of Trust Estate.

     (a)  Subject to the  payment of its fees and  expenses  pursuant to Section
6.07,  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 moneys.

     (b) The  Indenture  Trustee  shall,  at such  time as  there  are no  Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have
been paid in full,  release  any  remaining  portion  of the Trust  Estate  that
secured the Notes from the lien of this  Indenture  and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the


                                       48
<PAGE>

Trust Accounts.  The Indenture  Trustee shall release  property from the lien of
this  Indenture  pursuant to this Section  8.04(b) only upon receipt by it of an
Issuer Request  accompanied by an Officer's  Certificate,  an Opinion of Counsel
and (if required by the TIA)  Independent  Certificates  in accordance  with TIA
ss.ss.  314(c) and  314(d)(1)  meeting the  applicable  requirements  of Section
11.01.

     (c) The Issuer agrees,  upon request by the Servicer and  representation by
the Servicer that it has complied with the procedure in Section 9.01 of the Sale
and Servicing  Agreement,  to render the Issuer Request to the Indenture Trustee
in accordance  with Section 4.04, and take such other actions as are required in
that Section.

     SECTION 8.05.  Opinion of Counsel.  The Indenture  Trustee shall receive at
least seven days prior written  notice when  requested by the Issuer to take any
action  pursuant to Section  8.04(b),  accompanied by copies of any  instruments
involved,  and the Indenture Trustee shall also require,  as a condition to such
action,  an  Opinion  of  Counsel,  in form and  substance  satisfactory  to the
Indenture  Trustee,  stating the legal effect of any such action,  outlining the
steps  required  to  complete  the  same,  and  concluding  that all  conditions
precedent to the taking of such action have been  complied  with and such action
will not  materially  and  adversely  impair the  security  for the Notes or the
rights of the 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 9.01. Supplemental Indentures Without Consent of Noteholders.

     (a) Without the consent of the Holders of any Notes but with prior  written
notice to the Rating Agencies (with copy to the Indenture  Trustee),  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  supplemental  indentures  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;


                                       49
<PAGE>

          (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  or in any  supplemental  indenture;  provided,  that such action
     shall not adversely affect the interests of the Holders of the Notes;

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

          (vii) to modify,  eliminate or add to the provisions of this Indenture
     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.

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

     (b) The Issuer and the  Indenture  Trustee,  when  authorized  by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior  notice to the Rating  Agencies,  enter into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any provisions to, or changing in
any  manner or  eliminating  any of the  provisions  of,  this  Indenture  or of
modifying  in any  manner  the  rights of the  Holders  of the Notes  under this
Indenture;  provided,  however,  that such action  shall not, as evidenced by an
Opinion of Counsel,  adversely  affect in any material  respect the interests of
any  Noteholder  provided  further  that  such  action  shall  not be  deemed to
adversely  affect in any material respect the interests of any Noteholder and no
Opinion of Counsel to that effect  shall be  required  if the person  requesting
such  amendment  obtains a letter  from the  Rating  Agencies  stating  that the
amendment  would not result in the downgrading or withdrawal of the ratings then
assigned to the Notes.

     SECTION 9.02.  Supplemental  Indentures  with Consent of  Noteholders.  The
Issuer and the Indenture Trustee,  when authorized by an Issuer Order, also may,
with prior notice to the Rating  Agencies and with the consent of the Holders of
not less than a majority of the Outstanding  Amount of the Notes, by Act of such
Holders  delivered  to the  Issuer  and the  Indenture  Trustee,  enter  into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of, this  Indenture  or of  modifying in any manner the rights of the Holders of
the Notes under this


                                       50
<PAGE>

Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby:

          (i) change 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  Outstanding  Amount of the Notes or
     the Controlling  Class, 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 after (x) the  provisions  of the  proviso  as to the
     definition of the term  "Outstanding"  or (y) the definition of Controlling
     Class;

          (iv) reduce the percentage of the  Outstanding  Amount of the Notes or
     the  Controlling  Class of Notes,  as  applicable,  required  to direct the
     Indenture  Trustee  to direct  the  Issuer to sell or  liquidate  the Trust
     Estate pursuant to Section 5.04;

          (v)  modify any  provision  of this  Section  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  property 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  or at the  advice  of  counsel
determine  whether  or not any  Notes  would  be  affected  by any  supplemental
indenture and any such determination shall be


                                       51
<PAGE>

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.

     It shall not be necessary for any Act of Noteholders  under this Section 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,  the Indenture  Trustee shall
mail 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  9.03.  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 6.01 and 6.02,  shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized or permitted by this Indenture.  The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture  Trustee's own rights,  duties,  liabilities or immunities  under this
Indenture or otherwise. The Administrator shall provide a fully executed copy of
any supplemental indentures to this Indenture to each Rating Agency.

     SECTION 9.04. 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  9.05.  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.

     SECTION 9.06.  Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental  indenture executed pursuant to this Article IX
shall conform to


                                       52
<PAGE>

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.

                                   ARTICLE X.

                               REDEMPTION OF NOTES

     SECTION  10.01.  Redemption.  The Notes are subject to redemption in whole,
but not in part,  at the  direction of the Servicer  pursuant to Section 9.01 of
the Sale and  Servicing  Agreement,  on any Payment  Date on which the  Servicer
exercises its option to purchase the Trust Estate pursuant to said Section 9.01,
for a purchase price equal to the Redemption  Price;  provided,  that the Issuer
has available funds sufficient to pay the Redemption  Price. The Servicer or the
Issuer shall  furnish the Rating  Agencies and the Indenture  Trustee  notice of
such redemption. If the Notes are to be redeemed pursuant to this Section 10.01,
the Servicer shall furnish notice of such election to the Indenture  Trustee not
later than 20 days prior to the  Redemption  Date and shall deposit the Business
Day  prior  to the  Redemption  Date  with  the  Indenture  Trustee  in the Note
Distribution Account the Redemption Price of the Notes to be redeemed, whereupon
all  such  Notes  shall  be due and  payable  on the  Redemption  Date  upon the
furnishing of a notice complying with Section 10.02 to each Holder of the Notes.

     SECTION  10.02.  Form of  Redemption  Notice.  Notice of  redemption  under
Section  10.01  shall be given by the  Indenture  Trustee by  first-class  mail,
postage  prepaid,  or by facsimile  mailed or transmitted not later than 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;

          (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 3.02); and

          (iv)  that  interest  on  the  Notes  shall  cease  to  accrue  on the
     Redemption Date.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the
name and at the expense of the Issuer. Failure to give notice of 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  10.03.  Notes  Payable on Redemption  Date.  The Notes or portions
thereof to be redeemed  shall,  following  notice of  redemption  as required by
Section  10.02 (in the case of  redemption  pursuant to Section  10.01),  on the
Redemption  Date become due and payable at the


                                       53
<PAGE>

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 11.01. 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 and (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,  except that, in the case of any such application or request as
to which the  furnishing  of such  documents  is  specifically  required  by any
provision  of this  Indenture,  no  additional  certificate  or opinion  need be
furnished.

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

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

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

          (iii) a statement  that, in the 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

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

     (b) (i)  Prior  to the  deposit  of any  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  11.01(a) or
elsewhere  in this  Indenture,  furnish to the  Indenture  Trustee an  Officer's
Certificate  certifying  or stating  the  opinion of each  person  signing  such
certificate as to the fair


                                       54
<PAGE>

value (within 90 days of such deposit) to the Issuer of the  Collateral or other
property or securities to be so deposited.

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

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

          (iv)  Other  than  with  respect  to  the  release  of  any  Purchased
     Receivable,  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 10% or more of
     the  Outstanding  Amount of the  Notes,  but such  certificate  need not be
     furnished in the case of any release of property or  securities if the fair
     value  thereof as set forth in the related  Officer's  Certificate  is less
     than $25,000 or less than one percent of the then Outstanding Amount of the
     Notes.

          (v)  Notwithstanding  Section  4.04  or any  other  provision  of this
     Section,  the Issuer may,  without  compliance with the requirements of the
     other provisions of this Section, (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 11.02.  Form of Documents  Delivered to Indenture  Trustee.  In any
case where  several  matters are required to be  certified  by, or covered by an
opinion of, any specified  Person,  it is not necessary that all such matters be
certified  by, or covered by the opinion of, only one such Person,  or that they
be so certified or covered by only one document, but one such Person may certify
or give an  opinion  with  respect  to some  matters  and one or more other such


                                       55
<PAGE>

Persons as to other matters,  and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

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

     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 11.03. Acts of Noteholders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided by this  Indenture to be given or taken by Noteholders
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar tenor signed by such  Noteholders  in person or by agents duly appointed
in writing;  and except as herein otherwise expressly provided such action shall
become  effective  when such  instrument  or  instruments  are  delivered to the
Indenture  Trustee and, where it is hereby  expressly  required,  to the Issuer.
Such instrument or instruments  (and the action  embodied  therein and evidenced
thereby)  are  herein  sometimes  referred  to as the  "Act" of the  Noteholders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this  Indenture and (subject to Section 6.01)  conclusive in favor of
the  Indenture  Trustee and the Issuer,  if made in the manner  provided in this
Section.

     (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.


                                       56
<PAGE>

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

     (d) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action by the 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  11.04.  Notices,  etc.,  to Indenture  Trustee,  Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing  and, if such  request,  demand,  authorization,  direction,
notice,  consent,  waiver or act of  Noteholders  is to be made  upon,  given or
furnished to or filed with:

          (i) the Indenture Trustee by any Noteholder 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

          (ii) the Issuer by the Indenture  Trustee or by any Noteholder,  shall
     be  sufficient  for  every  purpose  hereunder  if in  writing  and  mailed
     first-class,  postage prepaid to the Issuer addressed to: BMW Vehicle Owner
     Trust 2001-A, in care of Wilmington Trust Company, as Owner Trustee, Rodney
     Square North, 1100 North Market Street,  Wilmington,  Delaware  19890-0001,
     Attention:  Corporate  Trust  Administration,   or  at  any  other  address
     previously  furnished in writing to the Indenture  Trustee by the Issuer or
     the  Administrator.  The Issuer shall promptly transmit any notice received
     by it from the Noteholders to the Indenture Trustee.

     Notices  required to be given to the Rating  Agencies  by the  Issuer,  the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified  mail,  return receipt  requested,  to (i) in the case of
Moody's,  at  the  following  address:  Moody's  Investors  Service,  Inc.,  ABS
Monitoring  Department,  99 Church Street,  New York, New York 10007 and (ii) in
the case of Standard & Poor's,  at the following  address:  Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041, Attention of Asset Backed Surveillance  Department;  or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

     SECTION  11.05.  Notices  to  Noteholders;  Waiver.  Where  this  Indenture
provides  for  notice  to  Noteholders  of  any  event,  such  notice  shall  be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed,  first-class,  postage prepaid to each  Noteholder  affected by such
event,  at such Holder's  address as it appears on the Note Register,  not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. 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.


                                       57
<PAGE>

     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.

     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.

     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 11.06. 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 will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such  agreements.  The Indenture  Trustee
shall  provide a copy of any request made  pursuant to this Section 11.06 to the
Owner Trustee.

     SECTION  11.07.  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 11.08. 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 11.09. 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 11.10.  Benefits of Indenture.  Nothing in this Indenture or in the
Notes,  express or  implied,  shall give to any  Person,  other than the parties
hereto and their successors hereunder, and the Noteholders,  and any other party
secured  hereunder,  and any other Person with an ownership interest in any part
of the Trust  Estate,  any benefit or any legal or  equitable  right,  remedy or
claim under this Indenture.

     SECTION  11.11.  Legal  Holidays.  In any case  where the date on which any
payment  is due shall not be a Business  Day,  then  (notwithstanding  any other
provision of the Notes or this


                                       58
<PAGE>

Indenture)  payment  need not be made on such date,  but may be made on the next
succeeding Business Day with the same force and effect as if made on the date on
which  nominally due, and no interest shall accrue for the period from and after
any such nominal date.

     SECTION  11.12.  GOVERNING  LAW.  THIS  INDENTURE  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT  REFERENCE  TO ITS
CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     SECTION 11.13.  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  11.14.  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 the  expense of the  Servicer  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  11.15.  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, including the Seller, 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  capacity).  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 11.16. No Petition.  The Indenture  Trustee,  by entering into this
Indenture,  and each Noteholder,  by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Issuer or the Depositor, or
join in any institution against the Issuer or the Depositor,  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.


                                       59
<PAGE>

     SECTION  11.17.  Inspection.  The Issuer agrees that,  on 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; provided, however,
that the Indenture  Trustee may only cause the books of the Issuer to be audited
on an annual  basis,  unless  there  occurs an Event of Default  hereunder.  The
Indenture  Trustee  shall,  and shall  cause  its  representatives  to,  hold in
confidence  all such  information  except  to the  extent  such  information  is
publicly available or such 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 with the advice of counsel
and after  consultation  with the Issuer that such disclosure is consistent with
its obligations hereunder.

     SECTION 11.18.  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 ss.ss.  310 through  317 that impose  duties on any
person  (including the provisions  automatically  deemed  included herein unless
expressly  excluded by this  Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     SECTION  11.19.  Limitation of Liability.  It is expressly  understood  and
agreed by the parties  hereto that (a) this  Indenture is executed and delivered
by Wilmington Trust Company,  not individually or personally but solely as Owner
Trustee of BMW Vehicle  Owner Trust  2001-A,  in the  exercise of the powers and
authority  conferred  and  vested  in  it,  (b)  each  of  the  representations,
undertakings  and  agreements  herein made on the part of the Issuer is made and
intended  not  as  personal  representations,  undertakings  and  agreements  by
Wilmington  Trust  Company but is made and  intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wilmington  Trust Company,  individually or personally,  to perform
any covenant either expressed or implied contained  herein,  all such liability,
if any, being expressly  waived by the parties hereto and by any Person claiming
by,  through or under the parties  hereto and (d) under no  circumstances  shall
Wilmington   Trust  Company  be  personally   liable  for  the  payment  of  any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation,  representation,  warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents.

                                    * * * * *


                                       60
<PAGE>

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

                            BMW VEHICLE OWNER TRUST 2001-A,

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



                            By: ____________________________________
                                Name:
                                Title:


                            THE CHASE MANHATTAN BANK, not in its individual
                            capacity but solely as Indenture Trustee,



                            By: ____________________________________
                                Name:
                                Title:


                                       61
<PAGE>

STATE OF NEW YORK        }
                         }  ss.:
COUNTY OF NEW YORK       }


     BEFORE  ME,  the  undersigned  authority,  a Notary  Public in and for said
county  and  state,  on  this  day  personally  appeared  _________________,   a
_________________  of Wilmington Trust Company,  not in its individual  capacity
but solely as Owner  Trustee  of BMW  Vehicle  Owner  Trust  2001-A,  a Delaware
Business Trust (the "Trust") known to me to be the person and officer whose name
is subscribed to the foregoing  instrument and  acknowledged to me that the same
was the act of the said  Trust,  and that s/he  executed  the same as the act of
said business trust for the purpose and consideration therein expressed,  and in
the capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of April, 2001.


                                 -----------------------------------------------
                                 Notary Public in and for the State of New York.


My commission expires:


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


                                       62
<PAGE>

STATE OF NEW YORK        }
                         }  ss.:
COUNTY OF NEW YORK       }


     BEFORE  ME,  the  undersigned  authority,  a Notary  Public in and for said
county and state, on this day personally appeared _________________, known to me
to be the  person  and  officer  whose  name  is  subscribed  to  the  foregoing
instrument  and  acknowledged  to me that  the  same  was  the act of THE  CHASE
MANHATTAN BANK, a New York banking corporation,  and that s/he executed the same
as the act of said corporation for the purpose and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of April, 2001.


                                 -----------------------------------------------
                                 Notary Public in and for the State of New York.


My commission expires:


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


                                       63
<PAGE>

                                   SCHEDULE A

                      [To be Provided on the Closing Date]



                                       64
<PAGE>

                                                                     EXHIBIT A-1


                            [FORM OF CLASS A-1 NOTE]

     UNLESS  THIS  NOTE IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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 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.



                                       65
<PAGE>

REGISTERED   $       (1)
No. R-_____                                                  CUSIP NO. _________
                         BMW VEHICLE OWNER TRUST 2001-A

                        [*]% ASSET BACKED NOTE, CLASS A-1

     BMW VEHICLE OWNER TRUST  2001-A,  a business  trust  organized and existing
under the laws of the State of Delaware  (herein  referred to as the  "Issuer"),
for value received, hereby promises to pay to ___________________, or registered
assigns,  the principal sum of __________ DOLLARS,  payable on each Payment Date
in an amount  equal to the result  obtained by  multiplying  (i) a fraction  the
numerator  of which is $  [INSERT  INITIAL  PRINCIPAL  AMOUNT  OF NOTE]  and the
denominator of which is $________ by (ii) the aggregate  amount, if any, payable
from the Note  Distribution  Account in respect  of  principal  on the Class A-1
Notes pursuant to Section 3.01 of the Indenture dated as of April [ ], 2001 (the
"Indenture"),  between  the  Issuer  and The Chase  Manhattan  Bank,  a New York
banking corporation,  as Indenture Trustee (the "Indenture Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on [o] (the "Class A-1 Final Scheduled Payment Date"). Capitalized terms
used but not defined  herein are defined in the  Indenture,  which also contains
rules as to construction that shall be applicable herein.

     The Issuer  will pay  interest on this Note at the rate per annum set forth
above,  on each  Payment  Date until the  principal of this Note is paid or made
available for payment,  on the principal  amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the  Indenture.  Interest on this Note will accrue for each Payment Date
from and  including  the prior  Payment  Date (in the case of the first  Payment
Date, from the Closing Date) to the next Payment Date. Interest will be computed
on the  basis of the  actual  number of days  elapsed  in the  related  Interest
Accrual  Period and a 360-day year.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

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

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

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

----------
(1)  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                       66
<PAGE>

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

Date:                       BMW VEHICLE OWNER TRUST 2001-A

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


                            By:  _________________________________
                                       Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                       THE CHASE MANHATTAN BANK, not in its
                            individual capacity but solely as Indenture Trustee,


                            By:  _________________________________
                                       Authorized Signatory


                                       67
<PAGE>

                            REVERSE OF CLASS A-1 NOTE

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its Floating Rate Asset Backed Notes, Class A-1 (herein called the
"Class A-1 Notes"),  all 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 Class A-1 Notes are  subject to all
terms of the Indenture.

     The Class A-1 Notes,  Class A-2 Notes,  Class A-3 Notes and Class A-4 Notes
(collectively,  the "Class A Notes"  and  together  with the Class B Notes,  the
"Notes") are and will be secured by the collateral  pledged as security therefor
as provided in the Indenture.

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

     As described  above,  the entire unpaid principal amount of this Note shall
be  due  and   payable  on  the  Class  A-1  Final   Scheduled   Payment   Date.
Notwithstanding  the  foregoing,  if an Event of Default  occurs,  the Indenture
Trustee or the  Holders of Notes  representing  not less than a majority  of the
Outstanding  Amount of the Controlling Class of Notes have declared the Notes to
be  immediately  due and payable in the manner  provided in Section  5.02 of the
Indenture.  All principal payments on the Class A-1 Notes shall be made pro rata
to the Class A-1 Noteholders entitled thereto.

     Payments of interest  on this 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  Note,  shall be made by check  mailed to the Person  whose name
appears as the Registered Holder of this 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 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 Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment  Date shall be binding  upon all future  Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture,  for payment in full of the then remaining  unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  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 Note at the  Indenture  Trustee's  principal  Corporate  Trust
Office or at the office of the  Indenture  Trustee's  agent  appointed  for such
purposes located in The City of New York.


                                       68
<PAGE>

     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  and  subject to the  limitations  set forth
therein and on the face hereof,  the transfer of this Note may be  registered on
the Note Register upon  surrender of this Note for  registration  of transfer at
the office or agency  designated by the Issuer  pursuant to the Indenture,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory  to the  Indenture  Trustee duly  executed by, the 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,  which  requirements  include membership or participation in
the  Securities  Transfer  Agent's  Medallion  Program  ("STAMP")  or such other
"signature  guarantee  program" as may be  determined  by the Note  Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended, and thereupon one or more new 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 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  subject  to  certain  exceptions  set  forth  in the
Indenture.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note  Owner,  a  beneficial  interest  in a Note,  covenants  and agrees that no
recourse may be taken,  directly or indirectly,  with respect to the obligations
of the Issuer,  the Owner Trustee or the Indenture Trustee on the Notes or under
the  Indenture or any  certificate  or other  writing  delivered  in  connection
therewith,  against (i) the Seller,  the Servicer,  the Indenture Trustee or the
Owner  Trustee  in its  individual  capacity,  (ii) any  owner  of a  beneficial
interest  in the  Issuer,  including  the  Seller or (iii) any  partner,  owner,
beneficiary,  agent, officer,  director or employee of the Seller, the Servicer,
the  Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  any
holder of a beneficial  interest in the Issuer,  the Seller,  the Servicer,  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 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.

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

     The Issuer has entered into the  Indenture and this Note is issued with the
intention that, for purposes of federal and state income tax,  franchise tax and
any other tax measured in whole or in part by income,  the Notes will qualify as
indebtedness secured by the Trust Estate. Each


                                       69
<PAGE>

Noteholder,  by  acceptance  of a Note (and each Note Owner by  acceptance  of a
beneficial  interest in a Note),  agrees to treat the Notes for such purposes as
indebtedness.

     This Note, or any interest therein,  may not be transferred to an "employee
benefit  plan"  within the  meaning of Section  3(3) of ERISA that is subject to
ERISA, a "plan" described in Section  4975(e)(1) of the Code, any entity that is
deemed to hold "plan  assets" of any of the  foregoing  by reason of an employee
benefit plan's or other plan's  investment in such entity,  or any  governmental
plan subject to applicable  law that is  substantially  similar to the fiduciary
responsibility  provisions  of ERISA or Section  4975 of the Code,  unless  such
transferee  represents,  warrants and covenants that its purchase and holding of
this note is and will be eligible  for, and  satisfies  and will satisfy all the
requirements  of,  Department of Labor  prohibited  transaction  class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60;  PTE 91-38; PTE 84-14 or another  applicable
prohibited  transaction  exemption (or in the case of a governmental  plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code).  By its  acquisition  of this Note in book-entry  form or any
interest therein, each transferee will be deemed to have represented,  warranted
and covenanted  that it satisfies the foregoing  requirements  and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer,  the  Indenture  Trustee  and any agent of the  Issuer or the  Indenture
Trustee  may  treat  the  Person  in  whose  name  this  Note  (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

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

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


                                       70
<PAGE>

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  The Chase Manhattan Bank in its individual  capacity,  any
owner of a beneficial  interest in the Issuer, the Seller, the Servicer,  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 of or interest on
this Note or  performance  of, or  omission to  perform,  any of the  covenants,
obligations or indemnifications  contained in the Indenture.  The Holder of this
Note by its acceptance hereof agrees that,  except as expressly  provided in the
Basic  Documents,  in the case of an Event of Default under the  Indenture,  the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom;  provided,  however,  that nothing contained herein shall be
taken to prevent recourse to, and enforcement  against, the assets of the Issuer
for any and all  liabilities,  obligations  and  undertakings  contained  in the
Indenture or in this Note.



                                       71
<PAGE>

                                   ASSIGNMENT

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


_______________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                               */

                        Signature Guaranteed:

                                             */


----------
*/   NOTICE:  The signature to this  assignment must correspond with the name of
     the registered  owner as it appears on the face of the within Note in every
     particular, without alteration,  enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the  requirements  of  the  Note  Registrar,   which  requirements  include
     membership or  participation  in STAMP or such other  "signature  guarantee
     program" as may be determined  by the Note  Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                       72
<PAGE>

                                                                     EXHIBIT A-2

                            [FORM OF CLASS A-2 NOTE]

     UNLESS  THIS  NOTE IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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 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.


                                       73
<PAGE>

REGISTERED  $__________(2)

No. R-________                                               CUSIP NO. _________

                         BMW VEHICLE OWNER TRUST 2001-A

                        [x]% ASSET BACKED NOTE, CLASS A-2

     BMW VEHICLE OWNER TRUST  2001-A,  a business  trust  organized and existing
under the laws of the State of Delaware  (herein  referred to as the  "Issuer"),
for  value  received,  hereby  promises  to  pay  to  ____________________,   or
registered  assigns,  the principal sum of __________  DOLLARS,  payable on each
Payment  Date in an amount  equal to the result  obtained by  multiplying  (i) a
fraction the numerator of which is $ [INSERT INITIAL  PRINCIPAL  AMOUNT OF NOTE]
and the  denominator  of which is $_____ by (ii) the aggregate  amount,  if any,
payable from the Note Distribution  Account in respect of principal on the Class
A-2 Notes pursuant to Section 3.01 of the Indenture  dated as of April [ ], 2001
(the  "Indenture"),  between the Issuer and The Chase Manhattan Bank, a New York
banking corporation,  as Indenture Trustee (the "Indenture Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on [*] (the "Class A-2 Final Scheduled  Payment  Date").  No payments of
principal  of the Class A-2 Notes  shall be made  until the Class A-1 Notes have
been paid in full.  Capitalized terms used but not defined herein are defined in
the  Indenture,  which  also  contains  rules as to  construction  that shall be
applicable herein.

     The Issuer  will pay  interest on this Note at the rate per annum set forth
above,  on each  Payment  Date until the  principal of this Note is paid or made
available for payment,  on the principal  amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding  Payment Date),  subject to certain  limitations  contained in the
last  sentence  of Section  3.01 of the  Indenture.  Interest  on this Note will
accrue  for each  Payment  Date  from and  including  the [ ]th day of the month
preceding  the month of such Payment Date (or, in the case of the first  Payment
Date, from the Closing Date) to but excluding the [ ]th day 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 Note shall be paid in the
manner specified on the reverse hereof.

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

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

----------
(2)  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                       74
<PAGE>

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



                                       75
<PAGE>

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

Date:                        BMW VEHICLE OWNER TRUST 2001-A

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

                             By: _________________________________
                                      Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                        THE CHASE MANHATTAN BANK, not in its
                             individual capacity but solely as
                             Indenture Trustee,


                             By: _________________________________
                                     Authorized Signatory


                                       76
<PAGE>

                            REVERSE OF CLASS A-2 NOTE

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its [*]% Asset Backed Notes,  Class A-2 (herein  called the "Class
A-2  Notes"),  all  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 Class A-2 Notes are  subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
A-4 Notes  (collectively,  the  "Class A Notes"  and  together  with the Class B
Notes,  the  "Notes")  are and will be  secured  by the  collateral  pledged  as
security therefor as provided in the Indenture.

     Principal of the Class A-2 Notes will be payable on each Payment Date in an
amount  described  on the face hereof only after the Class A-1 Notes are paid in
full and have no Principal  Balance.  "Payment Date" means the [ ]th day of each
month, or, if any such date is not a Business Day, the next succeeding  Business
Day, commencing [            ], 2001.

     As described  above,  the entire unpaid principal amount of this Note shall
be  due  and   payable  on  the  Class  A-2  Final   Scheduled   Payment   Date.
Notwithstanding  the  foregoing,  if an Event of Default  occurs,  the Indenture
Trustee or the  Holders of Notes  representing  not less than a majority  of the
Outstanding  Amount of the Controlling Class of Notes have declared the Notes to
be  immediately  due and payable in the manner  provided in Section  5.02 of the
Indenture.  All principal payments on the Class A-2 Notes shall be made pro rata
to the Class A-2 Noteholders entitled thereto.

     Payments of interest  on this 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  Note,  shall be made by check  mailed to the Person  whose name
appears as the Registered Holder of this 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 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 Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment  Date shall be binding  upon all future  Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture,  for payment in full of the then remaining  unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  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 Note at the  Indenture  Trustee's  principal  Corporate  Trust


                                       77
<PAGE>

Office or at the office of the  Indenture  Trustee's  agent  appointed  for such
purposes located in The City of New York.

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

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and on the face hereof,  the transfer of this Note may be  registered on
the Note Register upon  surrender of this Note for  registration  of transfer at
the office or agency  designated by the Issuer  pursuant to the Indenture,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory  to the  Indenture  Trustee duly  executed by, the 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,  which  requirements  include membership or participation in
the  Securities  Transfer  Agent's  Medallion  Program  ("STAMP")  or such other
"signature  guarantee  program" as may be  determined  by the Note  Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended, and thereupon one or more new 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 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  subject  to  certain  exceptions  set  forth  in the
Indenture.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note  Owner,  a  beneficial  interest  in a Note,  covenants  and agrees that no
recourse may be taken,  directly or indirectly,  with respect to the obligations
of the Issuer,  the Owner Trustee or the Indenture Trustee on the Notes or under
the  Indenture or any  certificate  or other  writing  delivered  in  connection
therewith,  against (i) the Seller,  the Servicer,  the Indenture Trustee or the
Owner  Trustee  in its  individual  capacity,  (ii) any  owner  of a  beneficial
interest  in the  Issuer,  including  the  Seller or (iii) any  partner,  owner,
beneficiary,  agent, officer,  director or employee of the Seller, the Servicer,
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Seller, the Servicer, 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 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.

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


                                       78
<PAGE>

     The Issuer has entered into the  Indenture and this Note is issued with the
intention that, for purposes of federal and state income tax,  franchise tax and
any other tax measured in whole or in part by income,  the Notes will qualify as
indebtedness  secured by the Trust Estate.  Each Noteholder,  by acceptance of a
Note (and each Note Owner by  acceptance  of a  beneficial  interest in a Note),
agrees to treat the Notes for such purposes as indebtedness.

     This Note, or any interest therein,  may not be transferred to an "employee
benefit  plan"  within the  meaning of Section  3(3) of ERISA that is subject to
ERISA, a "plan" described in Section  4975(e)(1) of the Code, any entity that is
deemed to hold "plan  assets" of any of the  foregoing  by reason of an employee
benefit plan's or other plan's  investment in such entity,  or any  governmental
plan subject to applicable  law that is  substantially  similar to the fiduciary
responsibility  provisions  of ERISA or Section  4975 of the Code,  unless  such
transferee  represents,  warrants and covenants that its purchase and holding of
this note is and will be eligible  for, and  satisfies  and will satisfy all the
requirements  of,  Department of Labor  prohibited  transaction  class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60;  PTE 91-38; PTE 84-14 or another  applicable
prohibited  transaction  exemption (or in the case of a governmental  plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code).  By its  acquisition  of this Note in book-entry  form or any
interest therein, each transferee will be deemed to have represented,  warranted
and covenanted  that it satisfies the foregoing  requirements  and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer,  the  Indenture  Trustee  and any agent of the  Issuer or the  Indenture
Trustee  may  treat  the  Person  in  whose  name  this  Note  (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

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

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


                                       79
<PAGE>

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

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  The Chase Manhattan Bank in its individual  capacity,  any
owner of a beneficial  interest in the Issuer, the Seller, the Servicer,  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 of or interest on
this Note or  performance  of, or  omission to  perform,  any of the  covenants,
obligations or indemnifications  contained in the Indenture.  The Holder of this
Note by its acceptance hereof agrees that,  except as expressly  provided in the
Basic  Documents,  in the case of an Event of Default under the  Indenture,  the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom;  provided,  however,  that nothing contained herein shall be
taken to prevent recourse to, and enforcement  against, the assets of the Issuer
for any and all  liabilities,  obligations  and  undertakings  contained  in the
Indenture or in this Note.


                                       80
<PAGE>

                                   ASSIGNMENT

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


_______________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                               */

                        Signature Guaranteed:

                                             */


----------
*/   NOTICE:  The signature to this  assignment must correspond with the name of
     the registered  owner as it appears on the face of the within Note in every
     particular, without alteration,  enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the  requirements  of  the  Note  Registrar,   which  requirements  include
     membership or  participation  in STAMP or such other  "signature  guarantee
     program" as may be determined  by the Note  Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                       81
<PAGE>

                                                                     EXHIBIT A-3

                            [FORM OF CLASS A-3 NOTE]

     UNLESS  THIS  NOTE IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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 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.


                                       82
<PAGE>

REGISTERED   $____________(3)

No. R-________                                               CUSIP NO. _________

                         BMW VEHICLE OWNER TRUST 2001-A

                        [*]% ASSET BACKED NOTE, CLASS A-3

     BMW VEHICLE OWNER TRUST  2001-A,  a business  trust  organized and existing
under the laws of the State of Delaware  (herein  referred to as the  "Issuer"),
for  value  received,  hereby  promises  to  pay  to  ____________________,   or
registered  assigns,  the principal sum of __________  DOLLARS,  payable on each
Payment  Date in an amount  equal to the result  obtained by  multiplying  (i) a
fraction the numerator of which is $ [INSERT INITIAL  PRINCIPAL  AMOUNT OF NOTE]
and the  denominator  of which is $_____ by (ii) the aggregate  amount,  if any,
payable from the Note Distribution  Account in respect of principal on the Class
A-3 Notes pursuant to Section 3.01 of the Indenture  dated as of April [ ], 2001
(the  "Indenture"),  between the Issuer and The Chase Manhattan Bank, a New York
banking corporation,  as Indenture Trustee (the "Indenture Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on [*] (the "Class A-3 Final Scheduled  Payment  Date").  No payments of
principal of the Class A-3 Notes shall be made until the Class A-1 Notes and the
Class A-2 Notes have been paid in full.  Capitalized  terms used but not defined
herein  are  defined  in  the  Indenture,   which  also  contains  rules  as  to
construction that shall be applicable herein.

     The Issuer  will pay  interest on this Note at the rate per annum set forth
above,  on each  Payment  Date until the  principal of this Note is paid or made
available for payment,  on the principal  amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the  Indenture.  Interest on this Note will accrue for each Payment Date
from  and  including  the [ ]th day of the  month  preceding  the  month of such
Payment Date (in the case of the first Payment  Date,  from the Closing Date) to
but excluding the [ ]th day 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  Note  shall be paid in the  manner  specified  on the
reverse hereof.

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

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

----------
(3)  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                       83
<PAGE>

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


                                       84
<PAGE>

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

Date:                       BMW VEHICLE OWNER TRUST 2001-A

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

                            By: _________________________________
                                     Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                       [THE CHASE MANHATTAN BANK], not in its
                            individual capacity but solely as
                            Indenture Trustee,


                            By: _________________________________
                                     Authorized Signatory


                                       85
<PAGE>

                            REVERSE OF CLASS A-3 NOTE

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its [*]% Asset Backed Notes,  Class A-3 (herein  called the "Class
A-3  Notes"),  all  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 Class A-3 Notes are  subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
A-4 Notes  (collectively,  the  "Class A Notes"  and  together  with the Class B
Notes,  the  "Notes")  are and will be  secured  by the  collateral  pledged  as
security therefor as provided in the Indenture.

     Principal of the Class A-3 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes and the Class
A-2 Notes are paid in full and have no Principal  Balance.  "Payment Date" means
the [ ]th day of each  month,  or, if any such date is not a Business  Day,  the
next succeeding Business Day, commencing [          ], 2001.

     As described  above,  the entire unpaid principal amount of this Note shall
be  due  and   payable  on  the  Class  A-3  Final   Scheduled   Payment   Date.
Notwithstanding  the  foregoing,  if an Event of Default  occurs,  the Indenture
Trustee or the  Holders of Notes  representing  not less than a majority  of the
Outstanding  Amount of the Controlling Class of Notes have declared the Notes to
be  immediately  due and payable in the manner  provided in Section  5.02 of the
Indenture.  All principal payments on the Class A-3 Notes shall be made pro rata
to the Class A-3 Noteholders entitled thereto.

     Payments of interest  on this 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  Note,  shall be made by check  mailed to the Person  whose name
appears as the Registered Holder of this 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 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 Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment  Date shall be binding  upon all future  Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture,  for payment in full of the then remaining  unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  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 Note at the  Indenture  Trustee's  principal  Corporate  Trust


                                       86
<PAGE>

Office or at the office of the  Indenture  Trustee's  agent  appointed  for such
purposes located in The City of New York.

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

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and on the face hereof,  the transfer of this Note may be  registered on
the Note Register upon  surrender of this Note for  registration  of transfer at
the office or agency  designated by the Issuer  pursuant to the Indenture,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory  to the  Indenture  Trustee duly  executed by, the 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,  which  requirements  include membership or participation in
the  Securities  Transfer  Agent's  Medallion  Program  ("STAMP")  or such other
"signature  guarantee  program" as may be  determined  by the Note  Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended, and thereupon one or more new 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 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  subject  to  certain  exceptions  set  forth  in the
Indenture.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note  Owner,  a  beneficial  interest  in a Note,  covenants  and agrees that no
recourse may be taken,  directly or indirectly,  with respect to the obligations
of the Issuer,  the Owner Trustee or the Indenture Trustee on the Notes or under
the  Indenture or any  certificate  or other  writing  delivered  in  connection
therewith,  against (i) the Seller,  the Servicer,  the Indenture Trustee or the
Owner  Trustee  in its  individual  capacity,  (ii) any  owner  of a  beneficial
interest  in the  Issuer,  including  the  Seller or (iii) any  partner,  owner,
beneficiary,  agent, officer,  director or employee of the Seller, the Servicer,
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Seller, the Servicer, 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 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.

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


                                       87
<PAGE>

     The Issuer has entered into the  Indenture and this Note is issued with the
intention that, for purposes of federal and state income tax,  franchise tax and
any other tax measured in whole or in part by income,  the Notes will qualify as
indebtedness  secured by the Trust Estate.  Each Noteholder,  by acceptance of a
Note (and each Note Owner by  acceptance  of a  beneficial  interest in a Note),
agrees to treat the Notes for such purposes as indebtedness.

     This Note, or any interest therein,  may not be transferred to an "employee
benefit  plan"  within the  meaning of Section  3(3) of ERISA that is subject to
ERISA, a "plan" described in Section  4975(e)(1) of the Code, any entity that is
deemed to hold "plan  assets" of any of the  foregoing  by reason of an employee
benefit plan's or other plan's  investment in such entity,  or any  governmental
plan subject to applicable  law that is  substantially  similar to the fiduciary
responsibility  provisions  of ERISA or Section  4975 of the Code,  unless  such
transferee  represents,  warrants and covenants that its purchase and holding of
this note is and will be eligible  for, and  satisfies  and will satisfy all the
requirements  of,  Department of Labor  prohibited  transaction  class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60;  PTE 91-38; PTE 84-14 or another  applicable
prohibited  transaction  exemption (or in the case of a governmental  plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code).  By its  acquisition  of this Note in book-entry  form or any
interest therein, each transferee will be deemed to have represented,  warranted
and covenanted  that it satisfies the foregoing  requirements  and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer,  the  Indenture  Trustee  and any agent of the  Issuer or the  Indenture
Trustee  may  treat  the  Person  in  whose  name  this  Note  (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

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

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


                                       88
<PAGE>

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

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  The Chase Manhattan Bank in its individual  capacity,  any
owner of a beneficial  interest in the Issuer, the Seller, the Servicer,  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 of or interest on
this Note or  performance  of, or  omission to  perform,  any of the  covenants,
obligations or indemnifications  contained in the Indenture.  The Holder of this
Note by its acceptance hereof agrees that,  except as expressly  provided in the
Basic  Documents,  in the case of an Event of Default under the  Indenture,  the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom;  provided,  however,  that nothing contained herein shall be
taken to prevent recourse to, and enforcement  against, the assets of the Issuer
for any and all  liabilities,  obligations  and  undertakings  contained  in the
Indenture or in this Note.



                                       89
<PAGE>

                                   ASSIGNMENT

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


_______________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                               */

                        Signature Guaranteed:

                                             */


----------
*/   NOTICE:  The signature to this  assignment must correspond with the name of
     the registered  owner as it appears on the face of the within Note in every
     particular, without alteration,  enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the  requirements  of  the  Note  Registrar,   which  requirements  include
     membership or  participation  in STAMP or such other  "signature  guarantee
     program" as may be determined  by the Note  Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                       90
<PAGE>

                                                                     EXHIBIT A-4

                            [FORM OF CLASS A-4 NOTE]

     UNLESS  THIS  NOTE IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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 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.


                                       91
<PAGE>

REGISTERED   $_________(4)

No. R-________                                               CUSIP NO. _________

                         BMW VEHICLE OWNER TRUST 2001-A

                        [*]% ASSET BACKED NOTE, CLASS A-4

     BMW VEHICLE OWNER TRUST  2001-A,  a business  trust  organized and existing
under the laws of the State of Delaware  (herein  referred to as the  "Issuer"),
for  value  received,  hereby  promises  to  pay  to  ____________________,   or
registered  assigns,  the principal sum of __________  DOLLARS,  payable on each
Payment  Date in an amount  equal to the result  obtained by  multiplying  (i) a
fraction the numerator of which is $ [INSERT INITIAL  PRINCIPAL  AMOUNT OF NOTE]
and the  denominator  of which is $_____ by (ii) the aggregate  amount,  if any,
payable from the Note Distribution  Account in respect of principal on the Class
A-4 Notes pursuant to Section 3.01 of the Indenture  dated as of April [ ], 2001
(the  "Indenture"),  between the Issuer and The Chase Manhattan Bank, a New York
banking corporation,  as Indenture Trustee (the "Indenture Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on the earlier of [*] (the "Class A-4 Final Scheduled Payment Date") and
the  Redemption  Date, if any,  pursuant to Section 10.01 of the  Indenture.  No
payments of  principal  of the Class A-4 Notes shall be made until the Class A-1
Notes,  the Class  A-2  Notes  and the  Class A-3 Notes  have been paid in full.
Capitalized  terms used but not  defined  herein are  defined in the  Indenture,
which also contains rules as to construction that shall be applicable herein.

     The Issuer  will pay  interest on this Note at the rate per annum set forth
above,  on each  Payment  Date until the  principal of this Note is paid or made
available for payment,  on the principal  amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the  Indenture.  Interest on this Note will accrue for each Payment Date
from  and  including  the [ ]th day of the  month  preceding  the  month of such
Payment Date (in the case of the first Payment  Date,  from the Closing Date) to
but excluding the [ ]th day 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  Note  shall be paid in the  manner  specified  on the
reverse hereof.

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

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

----------
(4)  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                       92
<PAGE>

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



                                       93
<PAGE>

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

Date:                        BMW VEHICLE OWNER TRUST 2001-A

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


                             By: _________________________________
                                       Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                        THE CHASE MANHATTAN BANK, not in its
                             individual capacity but solely as
                             Indenture Trustee,


                             By: _________________________________
                                       Authorized Signatory


                                       94
<PAGE>

                            REVERSE OF CLASS A-4 NOTE

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its [o]% Asset Backed Notes,  Class A-4 (herein  called the "Class
A-4  Notes"),  all  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 Class A-4 Notes are  subject to all
terms of the Indenture.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class
A-4 Notes  (collectively,  the  "Class A Notes"  and  together  with the Class B
Notes,  the  "Notes")  are and will be  secured  by the  collateral  pledged  as
security therefor as provided in the Indenture.

     Principal of the Class A-4 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes and the Class
A-2  Notes  and the  Class  A-3  Notes  are paid in full  and have no  Principal
Balance.  "Payment Date" means the [ ]th day of each month, or, if any such date
is not a Business Day, the next succeeding Business Day, commencing [         ],
2001.

     As described  above,  the entire unpaid principal amount of this Note shall
be  due  and   payable  on  the  Class  A-4  Final   Scheduled   Payment   Date.
Notwithstanding  the  foregoing,  if an Event of Default  occurs,  the Indenture
Trustee or the  Holders of Notes  representing  not less than a majority  of the
Outstanding  Amount of the Controlling Class of Notes have declared the Notes to
be  immediately  due and payable in the manner  provided in Section  5.02 of the
Indenture.  All principal payments on the Class A-4 Notes shall be made pro rata
to the Class A-4 Noteholders entitled thereto.

     Payments of interest  on this 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  Note,  shall be made by check  mailed to the Person  whose name
appears as the Registered Holder of this 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 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 Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment  Date shall be binding  upon all future  Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture,  for payment in full of the then remaining  unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  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 Note at the Indenture Trustee's principal Corporate Trust


                                       95
<PAGE>

Office or at the office of the  Indenture  Trustee's  agent  appointed  for such
purposes located in The City of New York.

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

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and on the face hereof,  the transfer of this Note may be  registered on
the Note Register upon  surrender of this Note for  registration  of transfer at
the office or agency  designated by the Issuer  pursuant to the Indenture,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory  to the  Indenture  Trustee duly  executed by, the 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,  which  requirements  include membership or participation in
the  Securities  Transfer  Agent's  Medallion  Program  ("STAMP")  or such other
"signature  guarantee  program" as may be  determined  by the Note  Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended, and thereupon one or more new 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 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  subject  to  certain  exceptions  set  forth  in the
Indenture.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note  Owner,  a  beneficial  interest  in a Note,  covenants  and agrees that no
recourse may be taken,  directly or indirectly,  with respect to the obligations
of the Issuer,  the Owner Trustee or the Indenture Trustee on the Notes or under
the  Indenture or any  certificate  or other  writing  delivered  in  connection
therewith,  against (i) the Seller,  the Servicer,  the Indenture Trustee or the
Owner  Trustee  in its  individual  capacity,  (ii) any  owner  of a  beneficial
interest  in the  Issuer,  including  the  Seller or (iii) any  partner,  owner,
beneficiary,  agent, officer,  director or employee of the Seller, the Servicer,
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Seller, the Servicer, 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 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.

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


                                       96
<PAGE>

     The Issuer has entered into the  Indenture and this Note is issued with the
intention that, for purposes of federal and state income tax,  franchise tax and
any other tax measured in whole or in part by income,  the Notes will qualify as
indebtedness  secured by the Trust Estate.  Each Noteholder,  by acceptance of a
Note (and each Note Owner by  acceptance  of a  beneficial  interest in a Note),
agrees to treat the Notes for such purposes as indebtedness.

     This Note, or any interest therein,  may not be transferred to an "employee
benefit  plan"  within the  meaning of Section  3(3) of ERISA that is subject to
ERISA, a "plan" described in Section  4975(e)(1) of the Code, any entity that is
deemed to hold "plan  assets" of any of the  foregoing  by reason of an employee
benefit plan's or other plan's  investment in such entity,  or any  governmental
plan subject to applicable  law that is  substantially  similar to the fiduciary
responsibility  provisions  of ERISA or Section  4975 of the Code,  unless  such
transferee  represents,  warrants and covenants that its purchase and holding of
this note is and will be eligible  for, and  satisfies  and will satisfy all the
requirements  of,  Department of Labor  prohibited  transaction  class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60;  PTE 91-38; PTE 84-14 or another  applicable
prohibited  transaction  exemption (or in the case of a governmental  plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code).  By its  acquisition  of this Note in book-entry  form or any
interest therein, each transferee will be deemed to have represented,  warranted
and covenanted  that it satisfies the foregoing  requirements  and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer,  the  Indenture  Trustee  and any agent of the  Issuer or the  Indenture
Trustee  may  treat  the  Person  in  whose  name  this  Note  (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

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

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


                                       97
<PAGE>

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

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  The Chase Manhattan Bank in its individual  capacity,  any
owner of a beneficial  interest in the Issuer, the Seller, the Servicer,  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 of or interest on
this Note or  performance  of, or  omission to  perform,  any of the  covenants,
obligations or indemnifications  contained in the Indenture.  The Holder of this
Note by its acceptance hereof agrees that,  except as expressly  provided in the
Basic  Documents,  in the case of an Event of Default under the  Indenture,  the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom;  provided,  however,  that nothing contained herein shall be
taken to prevent recourse to, and enforcement  against, the assets of the Issuer
for any and all  liabilities,  obligations  and  undertakings  contained  in the
Indenture or in this Note.



                                       98
<PAGE>

                                   ASSIGNMENT

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


_______________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                               */

                        Signature Guaranteed:

                                             */


----------
*/   NOTICE:  The signature to this  assignment must correspond with the name of
     the registered  owner as it appears on the face of the within Note in every
     particular, without alteration,  enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the  requirements  of  the  Note  Registrar,   which  requirements  include
     membership or  participation  in STAMP or such other  "signature  guarantee
     program" as may be determined  by the Note  Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                       99
<PAGE>

                                                                     EXHIBIT A-5

                             [FORM OF CLASS B NOTE]

     UNLESS  THIS  NOTE IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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 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.



                                      100
<PAGE>

REGISTERED   $_________(5)

No. R-________                                               CUSIP NO. _________

                         BMW VEHICLE OWNER TRUST 2001-A

                         [o]% ASSET BACKED NOTE, CLASS B

     BMW VEHICLE OWNER TRUST  2001-A,  a business  trust  organized and existing
under the laws of the State of Delaware  (herein  referred to as the  "Issuer"),
for  value  received,  hereby  promises  to  pay  to  ____________________,   or
registered  assigns,  the principal sum of __________  DOLLARS,  payable on each
Payment  Date in an amount  equal to the result  obtained by  multiplying  (i) a
fraction the numerator of which is $ [INSERT INITIAL  PRINCIPAL  AMOUNT OF NOTE]
and the  denominator  of which is $_____ by (ii) the aggregate  amount,  if any,
payable from the Note Distribution  Account in respect of principal on the Class
B Notes  pursuant to Section 3.01 of the  Indenture  dated as of April [ ], 2001
(the  "Indenture"),  between the Issuer and The Chase Manhattan Bank, a New York
banking corporation,  as Indenture Trustee (the "Indenture Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on the earlier of [o] (the "Class B Final  Scheduled  Payment Date") and
the  Redemption  Date, if any,  pursuant to Section 10.01 of the  Indenture.  No
payments  of  principal  of the Class B Notes  shall be made until the Class A-1
Notes,  the Class A-2  Notes,  the Class A-3 Notes and Class A-4 Notes have been
paid in full.  Capitalized  terms used but not defined herein are defined in the
Indenture, which also contains rules as to construction that shall be applicable
herein.

     The Issuer  will pay  interest on this Note at the rate per annum set forth
above,  on each  Payment  Date until the  principal of this Note is paid or made
available for payment,  on the principal  amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the  Indenture.  Interest on this Note will accrue for each Payment Date
from  and  including  the [ ]th day of the  month  preceding  the  month of such
Payment Date (in the case of the first Payment  Date,  from the Closing Date) to
but excluding the [ ]th day 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  Note  shall be paid in the  manner  specified  on the
reverse hereof.

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

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

----------
(5)  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                      101
<PAGE>

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



                                      102
<PAGE>

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

Date:                        BMW VEHICLE OWNER TRUST 2001-A

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


                             By: _________________________________
                                       Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                        THE CHASE MANHATTAN BANK, not in its
                             individual capacity but solely as
                             Indenture Trustee,


                             By: _________________________________
                                       Authorized Signatory



                                      103
<PAGE>

                             REVERSE OF CLASS B NOTE

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its [o]% Asset Backed Notes,  Class B (herein  called the "Class B
Notes"),  all 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  Class B Notes  are  subject  to all  terms  of the
Indenture.

     The Class A-1 Notes,  the Class A-2 Notes,  the Class A-3 Notes,  the Class
A-4 Notes (collectively,  the "Class A Notes") and the Class B Notes (the "Class
B Notes"  and  together  with the Class A Notes,  the  "Notes")  are and will be
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
Notes, 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  only after the Class A Notes are paid in
full and have no Principal  Balance.  "Payment Date" means the [ ]th day of each
month, or, if any such date is not a Business Day, the next succeeding  Business
Day, commencing [         ], 2001.

     As described  above,  the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class B Final  Scheduled  Payment  Date
and the  Redemption  Date, if any,  pursuant to Section 10.01 of the  Indenture.
Notwithstanding  the  foregoing,  if an Event of Default  occurs,  the Indenture
Trustee or the  Holders of Notes  representing  not less than a majority  of the
Outstanding  Amount of the Controlling Class of Notes have declared the Notes to
be  immediately  due and payable in the manner  provided in Section  5.02 of the
Indenture. All principal payments on the Class B Notes shall be made pro rata to
the Class B Noteholders entitled thereto.

     Payments of interest  on this 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  Note,  shall be made by check  mailed to the Person  whose name
appears as the Registered Holder of this 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 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 Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment  Date shall be binding  upon all future  Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture,  for payment in full of the then remaining  unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  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 Note at the  Indenture  Trustee's  principal  Corporate  Trust


                                      104
<PAGE>

Office or at the office of the  Indenture  Trustee's  agent  appointed  for such
purposes located in The City of New York.

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

     As  provided in the  Indenture  and  subject to the  limitations  set forth
therein and on the face hereof,  the transfer of this Note may be  registered on
the Note Register upon  surrender of this Note for  registration  of transfer at
the office or agency  designated by the Issuer  pursuant to the Indenture,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory  to the  Indenture  Trustee duly  executed by, the 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,  which  requirements  include membership or participation in
the  Securities  Transfer  Agent's  Medallion  Program  ("STAMP")  or such other
"signature  guarantee  program" as may be  determined  by the Note  Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended, and thereupon one or more new 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 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  subject  to  certain  exceptions  set  forth  in the
Indenture.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note  Owner,  a  beneficial  interest  in a Note,  covenants  and agrees that no
recourse may be taken,  directly or indirectly,  with respect to the obligations
of the Issuer,  the Owner Trustee or the Indenture Trustee on the Notes or under
the  Indenture or any  certificate  or other  writing  delivered  in  connection
therewith,  against (i) the Seller,  the Servicer,  the Indenture Trustee or the
Owner  Trustee  in its  individual  capacity,  (ii) any  owner  of a  beneficial
interest  in the  Issuer,  including  the  Seller or (iii) any  partner,  owner,
beneficiary,  agent, officer,  director or employee of the Seller, the Servicer,
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Seller, the Servicer, 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 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.

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


                                      105
<PAGE>

     The Issuer has entered into the  Indenture and this Note is issued with the
intention that, for purposes of federal and state income tax,  franchise tax and
any other tax measured in whole or in part by income,  the Notes will qualify as
indebtedness  secured by the Trust Estate.  Each Noteholder,  by acceptance of a
Note (and each Note Owner by  acceptance  of a  beneficial  interest in a Note),
agrees to treat the Notes for such purposes as indebtedness.

     This Note, or any interest therein,  may not be transferred to an "employee
benefit  plan"  within the  meaning of Section  3(3) of ERISA that is subject to
ERISA, a "plan" described in Section  4975(e)(1) of the Code, any entity that is
deemed to hold "plan  assets" of any of the  foregoing  by reason of an employee
benefit plan's or other plan's  investment in such entity,  or any  governmental
plan subject to applicable  law that is  substantially  similar to the fiduciary
responsibility  provisions  of ERISA or Section  4975 of the Code,  unless  such
transferee  represents,  warrants and covenants that its purchase and holding of
this note is and will be eligible  for, and  satisfies  and will satisfy all the
requirements  of,  Department of Labor  prohibited  transaction  class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60;  PTE 91-38; PTE 84-14 or another  applicable
prohibited  transaction  exemption (or in the case of a governmental  plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code).  By its  acquisition  of this Note in book-entry  form or any
interest therein, each transferee will be deemed to have represented,  warranted
and covenanted  that it satisfies the foregoing  requirements  and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer,  the  Indenture  Trustee  and any agent of the  Issuer or the  Indenture
Trustee  may  treat  the  Person  in  whose  name  this  Note  (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

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

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


                                      106
<PAGE>

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

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

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

     Anything  herein  to the  contrary  notwithstanding,  except  as  expressly
provided  in the  Basic  Documents,  none of  Wilmington  Trust  Company  in its
individual capacity,  The Chase Manhattan Bank in its individual  capacity,  any
owner of a beneficial  interest in the Issuer, the Seller, the Servicer,  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 of or interest on
this Note or  performance  of, or  omission to  perform,  any of the  covenants,
obligations or indemnifications  contained in the Indenture.  The Holder of this
Note by its acceptance hereof agrees that,  except as expressly  provided in the
Basic  Documents,  in the case of an Event of Default under the  Indenture,  the
Holder shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom;  provided,  however,  that nothing contained herein shall be
taken to prevent recourse to, and enforcement  against, the assets of the Issuer
for any and all  liabilities,  obligations  and  undertakings  contained  in the
Indenture or in this Note.


                                      107
<PAGE>

                                   ASSIGNMENT

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


_______________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                               */

                        Signature Guaranteed:

                                             */


----------
*/   NOTICE:  The signature to this  assignment must correspond with the name of
     the registered  owner as it appears on the face of the within Note in every
     particular, without alteration,  enlargement or any change whatsoever. Such
     signature must be guaranteed by an "eligible guarantor institution" meeting
     the  requirements  of  the  Note  Registrar,   which  requirements  include
     membership or  participation  in STAMP or such other  "signature  guarantee
     program" as may be determined  by the Note  Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                      108
<PAGE>


                                    EXHIBIT B

                        FORM OF NOTE DEPOSITORY AGREEMENT

                                  [See tab 10]



                                      109