<PAGE>

                                                                     Exhibit 4.2

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




                           FRANKLIN AUTO TRUST 2002-1

                $37,000,000 CLASS A-1 1.92625% Asset Backed Notes
                 $59,000,000 CLASS A-2 2.83% Asset Backed Notes
                 $65,000,000 CLASS A-3 3.74% Asset Backed Notes
                 $74,000,000 CLASS A-4 4.51% Asset Backed Notes

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

                                    INDENTURE

                                     between

                           FRANKLIN AUTO TRUST 2002-1,

                                     Issuer,

                                       and

                              THE BANK OF NEW YORK,

                     Trustee and Indenture Collateral Agent

                            Dated as of June 1, 2002


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

<PAGE>

                              CROSS REFERENCE TABLE

<TABLE>
<CAPTION>
 TIA Indenture
Section   Section
<S>               <C>                                                                         <C>
310    (a)        (1) .....................................................................   6.11
       (a)        (2) .....................................................................   6.11
(a)    (3)            .....................................................................   6.10; 6.11
       (a)        (4) .....................................................................   N.A.
       (a)        (5) .....................................................................   6.11
       (b)            .....................................................................   6.8; 6.11
       (c)            .....................................................................   N.A.
311    (a)            .....................................................................   6.12
       (b)            .....................................................................   6.12
       (c)            .....................................................................   N.A.
312    (a)            .....................................................................   7.1
       (b)            .....................................................................   7.2
       (c)            .....................................................................   7.2
313    (a)            .....................................................................   7.4
       (b)        (1) .....................................................................   7.4
       (b)        (2) .....................................................................   7.4
       (c)            .....................................................................   11.5
       (d)            .....................................................................   7.3
314    (a)            .....................................................................   3.9; 7.3
       (b)            .....................................................................   11.15
       (c)        (1) .....................................................................   11.1
       (c)        (2) .....................................................................   11.1
       (c)        (3) .....................................................................   11.1
       (d)            .....................................................................   11.1
       (e)            .....................................................................   1.1; 11.1
       (f)            .....................................................................   11.1
315    (a)            .....................................................................   6.1
       (b)            .....................................................................   6.5; 11.5
       (c)            .....................................................................   6.1
       (d)            .....................................................................   6.1
       (e)            .....................................................................   5.14
316    (a)        (last sentence) .........................................................   1.1
       (a)        (1)(A) ..................................................................   5.12
       (a)        (1)(B) ..................................................................   5.13
       (a)        (2) .....................................................................   N.A.
       (b)            .....................................................................   5.7; 5.8
       (c)            .....................................................................   N.A
317    (a)        (1) .....................................................................   5.3
       (a)        (2) .....................................................................   5.3
       (b)            .....................................................................   3.3
318    (a)            .....................................................................   11.7
       (b)            .....................................................................   N.A.
       (c)            .....................................................................   11.7
</TABLE>

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

2.  N.A. means Not Applicable.


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
<S>                                                                                                      <C>
                                                    ARTICLE I

                                   Definitions and Incorporation by Reference

SECTION 1.1.   Definitions.............................................................................    3

SECTION 1.2    Incorporation by Reference of Trust Indenture Act.......................................   12

SECTION 1.3    Rules of Construction...................................................................   12

                                                   ARTICLE II

                                                   The Notes

SECTION 2.1    Form....................................................................................   13

SECTION 2.2    Execution, Authentication and Delivery..................................................   13

SECTION 2.3    Temporary Notes.........................................................................   14

SECTION 2.4    Registration; Registration of Transfer and Exchange.....................................   14

SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes..............................................   15

SECTION 2.6    Persons Deemed Owner....................................................................   16

SECTION 2.7    Payment of Principal and Interest; Defaulted Interest...................................   16

SECTION 2.8    Cancellation............................................................................   18

SECTION 2.9    Release of Collateral...................................................................   18

SECTION 2.10   Book-Entry Notes........................................................................   18

SECTION 2.11   Notices to Clearing Agency..............................................................   19

SECTION 2.12   Definitive Notes........................................................................   19

                                                  ARTICLE III

                                                   Covenants

SECTION 3.1    Payment of Principal and Interest.......................................................   20

SECTION 3.2.   Maintenance of Office or Agency.........................................................   20

SECTION 3.3    Money for Payments To Be Held in Trust..................................................   20

SECTION 3.4    Existence...............................................................................   22

SECTION 3.5    Protection of Trust Estate..............................................................   22

SECTION 3.6    Opinions as to Trust Estate.............................................................   23

SECTION 3.7    Performance of Obligations; Servicing of Receivables....................................   23
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                      <C>
SECTION 3.8    Negative Covenants......................................................................   25

SECTION 3.9    Annual Statement as to Compliance.......................................................   25

SECTION 3.10   Issuer May Consolidate, Etc. Only on Certain Terms......................................   26

SECTION 3.11   Successor or Transferee.................................................................   28

SECTION 3.12   No Other Business.......................................................................   28

SECTION 3.13   No Borrowing............................................................................   28

SECTION 3.14   Servicer's Obligations..................................................................   28

SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities.......................................   29

SECTION 3.16   Capital Expenditures....................................................................   29

SECTION 3.17   Compliance with Laws....................................................................   29
                              -

SECTION 3.18   Restricted Payments.....................................................................   29

SECTION 3.19   Notice of Events of Default.............................................................   29

SECTION 3.20   Further Instruments and Acts............................................................   29

SECTION 3.21   Amendments of Sale and Servicing Agreement and Trust Agreement..........................   30

SECTION 3.22   Income Tax Characterization.............................................................   30

                                                   ARTICLE IV

                                           Satisfaction and Discharge

SECTION 4.1    Satisfaction and Discharge of Indenture.................................................   30

SECTION 4.2    Application of Trust Money..............................................................   32

SECTION 4.3    Repayment of Moneys Held by Paying Agent................................................   32

                                                    ARTICLE V

                                                    Remedies

SECTION 5.1    Events of Default.......................................................................   32

SECTION 5.2    Rights Upon Event of Default............................................................   34

SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by Trustee.........................   35

SECTION 5.4    Remedies................................................................................   37

SECTION 5.5    Optional Preservation of the Receivables................................................   38

SECTION 5.6    Priorities..............................................................................   39

SECTION 5.7    Limitation of Suits.....................................................................   40

SECTION 5.8    Unconditional Rights of Noteholders To Receive Principal and Interest...................   40

SECTION 5.9    Restoration of Rights and Remedies......................................................   41

SECTION 5.10   Rights and Remedies Cumulative..........................................................   41

SECTION 5.11   Delay or Omission Not a Waiver..........................................................   41
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                      <C>
SECTION 5.12   Control by Noteholders..................................................................   40

SECTION 5.13   Waiver of Past Defaults.................................................................   41

SECTION 5.14   Undertaking for Costs...................................................................   41

SECTION 5.15   Waiver of Stay or Extension Laws........................................................   42

SECTION 5.16   Action on Notes.........................................................................   42

SECTION 5.17   Performance and Enforcement of Certain Obligations......................................   42

SECTION 5.18   Claims Under Note Policy................................................................   42

SECTION 5.19   Preference Claims.......................................................................   44

                                                   ARTICLE VI

                                 The Trustee and the Indenture Collateral Agent

SECTION 6.1    Duties of Trustee.......................................................................   44

SECTION 6.2    Rights of Trustee.......................................................................   47

SECTION 6.3    Individual Rights of Trustee............................................................   48

SECTION 6.4    Trustee's Disclaimer....................................................................   48

SECTION 6.5    Notice of Defaults......................................................................   48

SECTION 6.6    Reports by Trustee to Holders...........................................................   48

SECTION 6.7    Compensation and Indemnity..............................................................   48

SECTION 6.8    Replacement of Trustee..................................................................   49

SECTION 6.9    Successor Trustee by Merger.............................................................   51

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

SECTION 6.11   Eligibility; Disqualification...........................................................   52

SECTION 6.12   Preferential Collection of Claims Against Issuer........................................   52

SECTION 6.13   Appointment and Powers..................................................................   53

SECTION 6.14   Performance of Duties...................................................................   53

SECTION 6.15   Limitation on Liability.................................................................   53

SECTION 6.16   Reliance Upon Documents.................................................................   55

SECTION 6.17   Successor Indenture Collateral Agent....................................................   55

SECTION 6.18   Compensation............................................................................   56

SECTION 6.19   Representations and Warranties of the Indenture Collateral Agent........................   56

SECTION 6.20   Waiver of Setoffs.......................................................................   57

SECTION 6.21   Control by the Controlling Party........................................................   57
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                      <C>
                                                     ARTICLE VII

                                            Noteholders' Lists and Reports

SECTION 7.1   Issuer To Furnish To Trustee Names and Addresses of Noteholders.........................    57

SECTION 7.2   Preservation of Information; Communications to Noteholders..............................    58

SECTION 7.3   Reports by Issuer.......................................................................    58

SECTION 7.4   Reports by Trustee......................................................................    58

                                                     ARTICLE VIII

                                          Accounts, Disbursements and Releases

SECTION 8.1   Collection of Money.....................................................................    59

SECTION 8.2   Trust Accounts..........................................................................    59

SECTION 8.3   General Provisions Regarding Accounts...................................................    60

SECTION 8.4   Release of Trust Estate.................................................................    61

SECTION 8.5   Opinion of Counsel......................................................................    61

                                                     ARTICLE IX

                                              Supplemental Indentures

SECTION 9.1   Supplemental Indentures Without Consent of Noteholders..................................    61

SECTION 9.2   Supplemental Indentures with Consent of Noteholders.....................................    63

SECTION 9.3   Execution of Supplemental Indentures....................................................    64

SECTION 9.4   Effect of Supplemental Indenture........................................................    65

SECTION 9.5   Conformity With Trust Indenture Act.....................................................    65

SECTION 9.6   Reference in Notes to Supplemental Indentures...........................................    65

                                                     ARTICLE X

                                                 Redemption of Notes

SECTION 10.1  Redemption..............................................................................    65

SECTION 10.2  Form of Redemption Notice...............................................................    66

SECTION 10.3  Notes Payable on Redemption Date........................................................    66
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                 <C>
                                      ARTICLE XI


                                     Miscellaneous

SECTION 11.1    Compliance Certificates and Opinions, etc.......................    67

SECTION 11.2    Form of Documents Delivered to Trustee..........................    68

SECTION 11.3    Acts of Noteholders.............................................    69

SECTION 11.4    Notices, etc., to Trustee, Issuer and Rating Agencies...........    70

SECTION 11.5    Notices to Noteholders; Waiver..................................    71

SECTION 11.6    Alternate Payment and Notice Provisions.........................    71

SECTION 11.7    Conflict with Trust Indenture Act...............................    71

SECTION 11.8    Effect of Headings and Table of Contents........................    72

SECTION 11.9    Successors and Assigns..........................................    72

SECTION 11.10   Separability....................................................    72

SECTION 11.11   Benefits of Indenture...........................................    72

SECTION 11.12   Legal Holidays..................................................    72

SECTION 11.13.  Governing Law...................................................    72

SECTION 11.14   Counterparts....................................................    72

SECTION 11.15   Recording of Indenture..........................................    72

SECTION 11.16   Trust Obligation................................................    73

SECTION 11.17   No Petition.....................................................    73

SECTION 11.18   Inspection......................................................    73

SECTION 11.19   No Joint Venture................................................    74

SECTION 11.20   Security Insurer as Controlling Party...........................    74
</TABLE>

                                        v

<PAGE>

                                    EXHIBITS

EXHIBIT A   -   SCHEDULE OF RECEIVABLES
EXHIBIT B   -   SALE AND SERVICING AGREEMENT
EXHIBIT C   -   NOTE DEPOSITORY AGREEMENT
EXHIBIT D-1 -   FORM OF CLASS A-1 NOTES
EXHIBIT D-2 -   FORM OF CLASS A-2 NOTES
EXHIBIT D-3 -   FORM OF CLASS A-3 NOTES
EXHIBIT D-4 -   FORM OF CLASS A-4 NOTES
EXHIBIT E       FORM OF NOTE POLICY

                                       vi

<PAGE>

                  INDENTURE dated as of June 1, 2002, between FRANKLIN AUTO
TRUST 2002-1, a Delaware business trust, as issuer (the "Issuer"), and THE BANK
OF NEW YORK, as trustee (the "Trustee") and Indenture Collateral Agent (as
defined below).

                  Each party agrees as follows for the benefit of the other
party and for the Security Insurer and the equal and ratable benefit of the
Holders of the Issuer's Class A-1 1.92625% Asset Backed Notes (the "Class A-1
Notes"), Class A-2 2.83% Asset Backed Notes (the "Class A-2 Notes"), Class A-3
3.74% Asset Backed Notes (the "Class A-3 Notes") and Class A-4 4.51% Asset
Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the "Notes"):

                  As security for the payment and performance by the Issuer of
its obligations under this Indenture and the Notes, the Issuer has agreed to
assign the Collateral (as defined below) as collateral to the Indenture
Collateral Agent for the benefit of the Trustee on behalf of the Noteholders and
the Security Insurer.

                  MBIA Insurance Corporation (the "Security Insurer") has issued
and delivered a note guaranty insurance policy, dated the Closing Date (with
endorsements, if any, the "Note Policy"), pursuant to which the Security Insurer
guarantees the Insured Obligations (as defined in the Note Policy).

                  As an inducement to the Security Insurer to issue and deliver
the Note Policy, the Trustee, the Servicer, Franklin Resources, Inc., the Seller
and the Security Insurer have executed and delivered the Insurance and
Reimbursement Agreement, dated as of June 1, 2002 (as amended from time to time,
the "Insurance Agreement").

                  As an additional inducement to the Security Insurer to issue
the Note Policy, and as security for the performance by the Issuer of the
Insurer Issuer Secured Obligations and as security for the performance by the
Issuer of the Trustee Issuer Secured Obligations, the Issuer has agreed to
assign the Collateral as collateral to the Indenture Collateral Agent for the
benefit of the Issuer Secured Parties, as their respective interests may appear.

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Collateral Agent at
the Closing Date, for the benefit of the Issuer Secured Parties to secure the
Issuer Secured Obligations, all of the Issuer's right, title and interest in and
to (a) the Initial Receivables, all monies representing interest and principal
payments received thereunder after the Initial Cutoff Date; (b) the Subsequent
Receivables, all monies representing interest and principal payments received
thereunder after the related Subsequent Cutoff Date; (c) an assignment of the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in the Financed Vehicles; (d)
any proceeds with respect to the Receivables repurchased by a Dealer, pursuant
to a Dealer Agreement, as a result of a breach of representation or warranty in
the related Dealer Agreement; (e) any proceeds with respect to the Receivables
from claims on

                                       1

<PAGE>

any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors and any proceeds from the liquidation of the
Receivables; (f) any extended warranty service contracts on the related Financed
Vehicles; (g) all funds on deposit from time to time in the Trust Accounts, and
in all investments and proceeds thereof and all rights of the Issuer therein
(including all income thereon); (h) the Receivables Files; (i) the Issuer's
rights and benefits, but none of its obligations or burdens, under the Sale and
Servicing Agreement and any Subsequent Transfer Agreement (including all rights
of the Seller under the Purchase Agreement and any Subsequent Purchase Agreement
assigned to the Issuer pursuant to the Sale and Servicing Agreement); and (j)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

                  The foregoing Grant is made in trust to secure the 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 except as
set forth herein, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture.

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

                                       2

<PAGE>

                                    ARTICLE I

                   Definitions and Incorporation by Reference

                  SECTION 1.1 Definitions. Except as otherwise specified herein,
the following terms have the respective meanings set forth below for all
purposes of this Indenture.

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

                  "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 specified 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. A Person shall not be
deemed to be an Affiliate of any person solely because such other Person has the
contractual right or obligation to manage such Person unless such other Person
controls such Person through equity ownership or otherwise.

                  "Authorized Officer" means, with respect to the Issuer and the
Servicer, any officer (or agent acting under a power of attorney) of the Owner
Trustee or the Servicer, as applicable, who is authorized to act for the Owner
Trustee or the Servicer, as applicable, in matters relating to the Issuer or the
Servicer and who is identified on the list of Authorized Officers delivered by
each of the Owner Trustee and the Servicer to the Trustee on the Closing Date
(as such list may be modified or supplemented from time to time thereafter).

                  "Basic Documents" means the Certificate of Trust, the Trust
Agreement, the Sale and Servicing Agreement, this Indenture, the Note Depository
Agreement, the Purchase Agreement, any Subsequent Purchase Agreement, any
Subsequent Transfer Agreement, the Spread Account Agreement, the Insurance
Agreement, the Indemnification Agreement and other documents and certificates
delivered in connection therewith.

                  "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" means a day other than a Saturday, a Sunday or
other day on which commercial banks located in the states of California or New
York are authorized or obligated to be closed.

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

                  "Class A-1 Notes" means the Class A-1 1.92625% Asset Backed
Notes, substantially in the form of Exhibit D-1.

                                       3

<PAGE>

                  "Class A-1 Interest Rate" means 1.92625% per annum (computed
on the basis of the actual days elapsed and a 360-day year).

                  "Class A-2 Notes" means the Class A-2 2.83% Asset Backed
Notes, substantially in the form of Exhibit D-2.

                  "Class A-2 Interest Rate" means 2.83% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

                  "Class A-3 Notes" means the Class A-3 3.74% Asset Backed
Notes, substantially in the form of Exhibit D-3

                  "Class A-3 Interest Rate" means 3.74% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

                  "Class A-4 Notes" means the Class A-4 4.51% Asset Backed
Notes, substantially in the form of Exhibit D-4.

                  "Class A-4 Interest Rate" means 4.51% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

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

                  "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 June 13, 2002.

                  "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 Party" means the Security Insurer, so long as no
Insurer Default shall have occurred and be continuing, and the Trustee acting at
the direction of 66% of the Noteholders, for so long as an Insurer Default shall
have occurred and be continuing.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of the execution of this Agreement is located
at 5 Penn Plaza, 16th Floor, New York, New York 10001, Attention: Corporate
Trust-ABS, Franklin Auto Trust 2002-1 or at such other address as the Trustee
may designate from time to time by notice to the Noteholders, the Security
Insurer, the

                                       4

<PAGE>

Servicer and the Issuer, or the principal corporate trust office of any
successor Trustee (the address of which the successor Trustee will notify 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.

                  "Event of Default" has the meaning specified in Section 5.1.

                  "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, Executive Vice President, any Vice President, the Secretary 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, grant a lien upon
or a security interest in or right of set-off against, deposit, or 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 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 the Person in whose name a Note
is registered on the Note Register.

                  "Indebtedness" means, with respect to any Person at any time,
(a) indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (b)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (c) current liabilities of such Person in respect of unfunded
vested benefits under plans covered by Title IV of ERISA; (d) obligations issued
for or liabilities incurred on the account of such Person; (e) obligations or
liabilities of such Person arising under acceptance facilities; (f) obligations
of such Person under any guarantees, endorsements (other than for collection or
deposit in the ordinary course of business) and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person
or otherwise to assure a creditor against loss; (g) obligations of such Person
secured by any lien on property or assets of

                                       5

<PAGE>

such Person, whether or not the obligations have been assumed by such Person; or
(h) obligations of such Person under any interest rate or currency exchange
agreement.

                  "Indenture" means this Indenture as amended and supplemented
from time to time.

                  "Indenture Collateral Agent" means, initially, The Bank of New
York, in its capacity as collateral agent on behalf of the Issuer Secured
Parties, including its successors in interest, until and unless a successor
Person shall have become the Indenture Collateral Agent pursuant to Section 6.17
hereof, and thereafter "Indenture Collateral Agent" shall mean such successor
Person.

                  "Independent" means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon 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 Collateral Agent under the circumstances described
in, and otherwise complying with, the applicable requirements of Section 11.1,
prepared by an Independent appraiser or other expert appointed by an Issuer
Order and approved by the Indenture Collateral Agent 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.

                  "Insurance Agreement Trigger Event " has the meaning specified
therefor in the Insurance Agreement.

                  "Insurer Issuer Secured Obligations" means all amounts and
obligations which the Issuer may at any time owe to the Security Insurer under
this Indenture, the Insurance Agreement or any other Basic Document.

                  "Interest Rate" means, with respect to the (i) Class A-1
Notes, the Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest
Rate, (iii) Class A-3 Notes, the Class A-3 Interest Rate and (iv) Class A-4
Notes, the Class A-4 Interest Rate.

                  "Issuer" means the party named as such in this Indenture 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" and "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 Trustee.

                                       6

<PAGE>

                  "Issuer Secured Obligations" means the Insurer Issuer Secured
Obligations and the Trustee Issuer Secured Obligations.

                  "Issuer Secured Parties" means each of the Trustee in respect
of the Trustee Issuer Secured Obligations and the Security Insurer in respect of
the Insurer Issuer Secured Obligations.

                  "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note and a Class A-4 Note.

                  "Note Depository Agreement" means the agreement among the
Issuer, the Trustee, the Servicer and The Depository Trust Company, as the
initial Clearing Agency, dated June 13, 2002, substantially in the form of
Exhibit C.

                  "Note Policy" means the note guaranty insurance policy issued
by the Security Insurer with respect to the Notes, including any endorsements
thereto, if any, in the form of Exhibit E.

                  "Note Policy Claim Amount" has the meaning specified in the
Note Policy.

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

                  "Note Register" and "Note Registrar" have the respective
meanings specified in Section 2.4.

                  "Notice" has the meaning specified in Section 5.18(b).

                  "Officer's Certificate" means a certificate signed by any
Authorized Officer of the Owner Trustee, under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1 and
TIA (S) 314, and delivered to the 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 Owner Trustee.

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

                                       7

<PAGE>

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

                    (i)   Notes theretofore canceled 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 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
         therefor, satisfactory to the Trustee); and

                    (iii) Notes in exchange for or in lieu of other Notes which
         have been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Trustee is presented that any such Notes are
         held by a bona fide purchaser;

provided, however, that Notes which have been paid with proceeds of the Note
Policy shall continue to remain Outstanding for purposes of this Indenture until
the Security Insurer has been paid as subrogee hereunder or reimbursed pursuant
to the Insurance Agreement as evidenced by a written notice from the Security
Insurer delivered to the Trustee, and the Security Insurer shall be deemed to be
the Holder thereof to the extent of any payments thereon made by the Security
Insurer; provided, further, 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 upon the Notes, 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 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 Trustee either actually knows to be so owned or has received written notice
thereof 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 Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons.

                  "Outstanding Amount" means the aggregate principal amount of
all Notes, or class of Notes, as applicable, Outstanding at the date of
determination.

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

                  "Payment Date" means a Distribution Date.

                                       8

<PAGE>

                  "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 2.5 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.

                  "Preference Claim" has the meaning specified in Section
5.19(b).

                  "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 last Business Day immediately
preceding such Payment Date or Redemption Date.

                  "Redemption Date" means (a) in the case of a redemption of the
Notes pursuant to Section 10.1(a) or a payment to Noteholders pursuant to
Section 10.1(c), the Payment Date specified by the Servicer or the Issuer
pursuant to Section 10.1(a) or (c) as applicable.

                  "Redemption Price" means (a) in the case of a redemption of
the Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal
amount of each class of Notes being redeemed plus accrued and unpaid interest
thereon to but excluding the Redemption Date and any amounts then owing to the
Security Insurer or (b) in the case of a payment made to Noteholders pursuant to
Section 10.1(c), the amount on deposit in the Note Distribution Account, but not
in excess of the amount specified in clause (a) above.

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

                  "Sale and Servicing Agreement" means the Sale and Servicing
Agreement dated as of June 1, 2002, among the Issuer, the Representative, the
Seller and the Servicer, substantially in the form of Exhibit B as the same may
be amended or supplemented from time to time.

                  "Schedule of Receivables" means the listing of the Receivables
set forth in Exhibit A (which Exhibit may be in the form of microfiche), as
supplemented on each Subsequent Transfer Date to reflect the sale to the Issuer
of Subsequent Receivables.

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

                                       9

<PAGE>

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

                  "Termination Date" means the latest of (i) the expiration of
the Note Policy and the return of the Note Policy to the Security Insurer for
cancellation, (ii) the date on which the Security Insurer shall have received
payment and performance of all Insurer Issuer Secured Obligations and (iii) the
date on which the Trustee shall have received payment and performance of all
Trustee Issuer Secured Obligations.

                  "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 and the Security
Insurer (including all property and interests Granted to the Indenture
Collateral Agent), 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.

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

                  "Trustee Issuer Secured Obligations" means all amounts and
obligations which the Issuer may at any time owe to the Trustee for the benefit
of the Noteholders under this Indenture or the Notes.

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

                  (a) Except as otherwise specified herein, the following terms
have the respective meanings set forth in the Sale and Servicing Agreement as in
effect on the Closing Date for all purposes of this Indenture, and the
definitions of such terms are equally applicable both to the singular and plural
forms of such terms:

                                                            Section of Sale and
Term                                                        Servicing Agreement

Annual Percentage Rate or APR ......................        Section 1.1
Capitalized Interest Account .......................        Section 1.1
Certificateholders .................................        Section 1.1
Closing Date .......................................        Section 1.1
Collection Account .................................        Section 1.1
Collection Period ..................................        Section 1.1
Contract ...........................................        Section 1.1
Deficiency Notice ..................................        Section 1.1
Determination Date .................................        Section 1.1

                                       10

<PAGE>

Distribution Amount .........................................       Section 1.1
Distribution Date ...........................................       Section 1.1
Draw Date ...................................................       Section 1.1
Eligible Deposit Account ....................................       Section 1.1
Eligible Investments ........................................       Section 1.1
Final Scheduled Distribution Date ...........................       Section 1.1
Final Scheduled Maturity Date ...............................       Section 1.1
Financed Vehicle ............................................       Section 1.1
Funding Period ..............................................       Section 1.1
Initial Receivables .........................................       Section 1.1
Interest Period .............................................       Section 1.1
Insolvency Proceeds .........................................       Section 1.1
Insurance Agreement .........................................       Section 1.1
Insurance Agreement Trigger Event ...........................       Section 1.1
Insurer Default .............................................       Section 1.1
Interest Period .............................................       Section 1.1
Mandatory Redemption Date ...................................       Section 1.1
Monthly Period ..............................................       Section 1.1
Note Distribution Account ...................................       Section 1.1
Noteholders' Interest Distributable Amount ..................       Section 1.1
Obligor .....................................................       Section 1.1
Original Pool Balance .......................................       Section 1.1
Owner Trustee ...............................................       Section 1.1
Parity Date .................................................       Section 1.1
Person ......................................................       Section 1.1
Pool Balance ................................................       Section 1.1
Pre-Funded Amount ...........................................       Section 1.1
Pre-Funding Account .........................................       Section 1.1
Prepayment Amount ...........................................       Section 1.1
Principal Distributable Amount ..............................       Section 1.1
Purchase Agreement ..........................................       Section 1.1
Purchased Receivable ........................................       Section 1.1
Rating Agency ...............................................       Section 1.1
Rating Agency Condition .....................................       Section 1.1
Receivable ..................................................       Section 1.1
Presentation ................................................       Section 1.1
Security Insurer ............................................       Section 1.1
Seller ......................................................       Section 1.1
Servicer ....................................................       Section 1.1
Servicer Default ............................................       Section 1.1
Subsequent Cutoff Date ......................................       Section 1.1
Subsequent Purchase Agreement ...............................       Section 1.1
Subsequent Receivables ......................................       Section 1.1
Subsequent Transfer Agreement ...............................       Section 1.1
Subsequent Transfer Date ....................................       Section 1.1

                                       11

<PAGE>

Total Distribution Amount ....................................      Section 1.1
Trust Accounts ...............................................      Section 1.1
Trust Agreement ..............................................      Section 1.1

                  (b) Capitalized terms used herein and not otherwise defined
herein or in the Sale and Servicing Agreement have the meanings assigned to them
in the Trust Agreement.

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

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

                  (iii) "or" is not exclusive;

                  (iv)  "including" means including without limitation; and

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

                                       12

<PAGE>

                                   ARTICLE II
                                    The Notes

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

                  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 Exhibits D-1, D-2, D-3 and D-4, respectively,
are part of the terms of this Indenture.

                  SECTION 2.2 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 Trustee shall upon receipt of the Note Policy and Issuer
Order authenticate and deliver Class A-1 Notes for original issue in an
aggregate principal amount of $37,000,000, Class A-2 Notes for original issue in
an aggregate principal amount of $59,000,000, Class A-3 Notes for original issue
in an aggregate principal amount of $65,000,000 and Class A-4 Notes for original
issue in the aggregate principal amount of $74,000,000. The aggregate principal
amounts of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4
Notes outstanding at any time may not exceed such amounts except as provided in
Section 2.5.

                  Each Note shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes in the minimum denomination of
$1,000 and in integral multiples 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 Trustee by the manual signature of

                                       13

<PAGE>

one of its authorized signatories, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

                  SECTION 2.3 Temporary Notes. Pending the preparation of
Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
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 will cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

                  SECTION 2.4 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 Issuer
shall provide for the registration of Notes and the registration of transfers of
Notes. The Trustee shall be "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 Trustee is appointed by the Issuer
as Note Registrar, the Issuer will give the 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 Trustee shall have the right to inspect
the Note Register at all reasonable times and to obtain copies thereof, and the
Trustee shall have the right to rely upon a certificate executed on behalf of
the Note Registrar by an Executive Officer thereof as to the names and addresses
of the Holders of the Notes and the principal amounts and number of such Notes.

                  Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, if
the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute
and upon its request the Trustee shall authenticate and the Noteholder shall
obtain from the Trustee, in the name of the designated transferee or
transferees, one or more new Notes, in any authorized denominations, of the same
class and a like aggregate principal amount.

                  At the option of the Holder, Notes may be exchanged for other
Notes in any authorized denominations, of the same class and a like aggregate
principal amount, upon

                                       14

<PAGE>

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 upon its request the Trustee
shall authenticate and the Noteholder shall obtain from the Trustee, the Notes
which the Noteholder making the exchange is entitled to receive.

                  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 (i) duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the 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 Securities Transfer Agents Medallion Program ("Stamp") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as the Trustee may
require.

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

                  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.

                  SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i)
any mutilated Note is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Trustee and the Security Insurer (unless an
Insurer Default shall have occurred and be continuing) such security or
indemnity as may be required by it to hold the Issuer, the Trustee and the
Security Insurer harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the 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 its request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided, however, that if
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven days shall be due and payable, or shall have been called
for redemption, instead of issuing a replacement Note, the Issuer may 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 pursuant to the proviso to the
preceding sentence, a bona fide purchaser of the

                                       15

<PAGE>

original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer, the Trustee and the Security Insurer
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 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 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 2.6 Persons Deemed Owner. Prior to due presentment for registration
of transfer of any Note, the Issuer, the Trustee, any agent of the Issuer, the
Trustee, the Security Insurer and any of their respective agents 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 Security Insurer, the
Trustee nor any agent of the Issuer or the Trustee shall be affected by notice
to the contrary.

     SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a) The
Notes shall accrue interest as provided in the forms of the Class A-1 Note, the
Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibits
D-1, D-2, D-3 and D-4, respectively, and such interest shall be payable on each
Payment Date as specified therein. Any installment of interest or principal, if
any, payable on any Note which 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 will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date or on the Final Scheduled Distribution Date (and
except for the Redemption Price for any Note called for

                                       16

<PAGE>

redemption pursuant to Section 10.1(a)) which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.

     (b) The principal of each Note shall be payable in installments on each
Payment Date as provided in the forms of the Class A-1 Note, the Class A-2 Note,
the Class A-3 Note and the Class A-4 Note set forth in Exhibits D-1, D-2, D-3
and D-4, respectively. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid,
on the date on which an Event of Default shall have occurred and be continuing,
if the Trustee or the Holders of the Notes representing not less than a majority
of the Outstanding Amount of the Notes with the consent of the Security Insurer
have declared the Notes to be immediately due and payable in the manner provided
in Section 5.2. All principal payments on each class of Notes shall be made pro
rata to the Noteholders of such class entitled thereto. The Trustee shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Note will be paid. Such
notice shall be mailed or transmitted by facsimile prior to such final Payment
Date and 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 10.2.

     (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. The
Issuer may pay such defaulted interest to the Persons who are Noteholders on a
subsequent special record date, which date shall be at least five Business Days
prior to the payment date. The Issuer shall fix or cause to be fixed any such
special record date and payment date, and, at least 15 days before any such
special record date, the Issuer shall mail to each Noteholder and the Trustee a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

     (d) Promptly following the date on which all principal of and interest on
the Notes has been paid in full and the Notes have been surrendered to the
Trustee, the Trustee shall, if the Security Insurer has paid any amount in
respect of the Notes under the Note Policy or otherwise which has not been
reimbursed to it, deliver such surrendered Notes to the Security Insurer; and
upon reimbursement by the Issuer of any amounts paid by the Security Insurer in
respect of such Notes under the Note Policy or otherwise, the Security Insurer
shall deliver such Notes to the Trustee for cancellation.

     SECTION 2.8 Cancellation. Subject to Section 2.7(d), all Notes surrendered
for payment, registration of transfer, exchange or redemption shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by the Trustee. Subject to Section 2.7(d), the
Issuer may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
canceled by the Trustee.

                                       17

<PAGE>

No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section, except as expressly permitted by this Indenture.
Subject to Section 2.7(d), all canceled Notes may be held or disposed of by the
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 Trustee.

     SECTION 2.9  Release of Collateral. The Indenture Collateral Agent shall,
on or after the Termination Date, release any remaining portion of the Trust
Estate from the lien created by this Indenture and deposit in the Collection
Account any funds then on deposit in any other Trust Account. The Indenture
Collateral Agent shall release property from the lien created by this Indenture
pursuant to this Section 2.9 only upon receipt of an Issuer Request accompanied
by an Officer's Certificate, an Opinion of Counsel and Independent Certificates
in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1.

     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. Such Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Note Owner 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
Note Owners pursuant to Section 2.12:

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

             (ii)  the Issuer, the Note Registrar and the 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 and/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;

             (v)   whenever this Indenture requires or permits actions to be
     taken based upon instructions or directions of Holders of Notes evidencing
     a specified


                                       18

<PAGE>

     percentage of the Outstanding Amount of the Notes, the Clearing Agency
     shall be deemed to represent such percentage only to the extent that it has
     received instructions to such effect from Note Owners and/or Clearing
     Agency Participants owning or representing, respectively, such required
     percentage of the beneficial interest in the Notes and has delivered such
     instructions to the Trustee; and

              (vi) Note Owners may receive copies of any reports sent to
     Noteholders pursuant to this Indenture, upon written request, together with
     a certification that they are Note Owners and payment of reproduction and
     postage expenses associated with the distribution of such reports, from the
     Trustee at the Corporate Trust Office.

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

          SECTION 2.12 Definitive Notes. If (i) the Servicer advises the Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Notes, and the Servicer is
unable to locate a qualified successor, (ii) the Servicer at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of an Event of Default, Note
Owners representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the Notes advise the Trustee through the Clearing Agency
in writing that the continuation of a book entry system through the Clearing
Agency is no longer in the best interests of the Note Owners, then the Clearing
Agency shall notify all Note Owners and the 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 Trustee of the typewritten Note or Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive
Notes as Note-holders.

                                   ARTICLE III

                                    Covenants

          SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Without limiting the foregoing, the
Issuer will cause to be distributed all amounts on deposit in the Note
Distribution Account on a Payment Date deposited therein pursuant to the Sale
and Servicing Agreement (i) for the benefit of the Class A-l Notes, to Class

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<PAGE>

A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to Class A-3
Noteholders and (iv) for the benefit of the Class A-4 Notes, to Class A-4
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.

          SECTION 3.2 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. The Issuer hereby initially appoints the Trustee to
serve as its agent for the foregoing purposes. The Issuer will give prompt
written notice to the 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 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 Trustee as its
agent to receive all such surrenders, notices and demands.

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

          At least one Business Day before each Payment Date and Redemption
Date, the Issuer shall deposit or cause to be deposited in immediately available
funds 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
Trustee) shall promptly notify the Trustee of its action or failure so to act.

          The Issuer will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee and the Security Insurer an instrument in
which such Paying Agent shall agree with the Trustee (and if the 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 Trustee notice of any default by the Issuer (or any
     other obligor upon the Notes) of which it has actual knowledge in the
     making of any payment required to be made with respect to the Notes;

                                       20

<PAGE>

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

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

              (v)   comply with all requirements of the Code 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 Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such a
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

          Subject to applicable laws with respect to the escheat of funds, any
money held by the 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 to the Issuer on Issuer Request with the consent of the Security Insurer
(unless an Insurer Default shall have occurred and be continuing), 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 Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that if
such money or any portion thereof had been previously deposited by the Security
Insurer or the Indenture Collateral Agent with the Trustee for the payment of
principal or interest on the Notes, to the extent any amounts are owing to the
Security Insurer, such amounts shall be paid promptly to the Security Insurer
upon receipt of a written request by the Security Insurer to such effect, and
provided, further, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Trustee shall also adopt and employ, at the expense 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 Trustee
or of any Paying Agent, at the last address of record for each such Holder).

                                       21

<PAGE>

          SECTION 3.4 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 3.5 Protection of Trust Estate. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust Estate
(other than tax liens, mechanics' liens, and other liens specified in Section
3.8(iii)(B)), and the Issuer shall take all actions necessary to obtain and
maintain, in favor of the Indenture Collateral Agent, for the benefit of the
Issuer Secured Parties, a first lien on and a first priority, perfected security
interest in the Trust Estate (other than with respect to tax liens, mechanics'
liens, and other liens specified in Section 3.8(iii)(B)). The Issuer will from
time to time prepare (or shall cause to be prepared), authorize 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:

          (i)   Grant more effectively all or any portion of the Trust Estate;

          (ii)  maintain or preserve the lien and security interest (and the
     priority thereof) in favor of the Indenture Collateral Agent for the
     benefit of the Issuer Secured Parties created by this Indenture or carry
     out more effectively the purposes hereof;

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

          (iv)  enforce any of the Collateral;

          (v)   preserve and defend title to the Trust Estate and the rights of
     the Indenture Collateral Agent in such Trust Estate against the claims of
     all persons and parties; and

          (vi)  pay all taxes or assessments levied or assessed upon the Trust
     Estate when due.

The Issuer hereby designates the Indenture Collateral Agent its agent and
attorney-in-fact to execute any financing statement or continuation statement
reasonably required pursuant to this Section.

                                       22

<PAGE>

          SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Trustee, the Indenture Collateral Agent and the
Security Insurer an Opinion of Counsel (if then required by the TIA) either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto, and any other requisite documents, and with respect to the
authorization and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the first priority
lien and security interest in favor of the Indenture Collateral Agent, for the
benefit of the Issuer Secured Parties, 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 make such lien and security interest effective.

          (b) Within 30 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Closing Date, the Issuer shall cause the Servicer to furnish to the Trustee,
Indenture Collateral Agent and the Security Insurer an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the authorization and filing of any financing statements and
continuation statements as are necessary to maintain the lien and perfected
first priority 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 authorization and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain such lien and security interest of this Indenture until January 30
in the following calendar year.

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

          (b) The Issuer may contract with other Persons acceptable to the
Security Insurer (so long as no Insurer Default shall have occurred and be
continuing, in such case, acceptable to the Trustee) to assist it in performing
its duties under this Indenture, and any performance of such duties by a Person
identified to the Trustee and the Security Insurer 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 to assist the Issuer in performing its
duties under this Indenture.

                                       23

<PAGE>

          (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 preparing (or causing to be prepared) and 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 the Trustee, the Security Insurer or the Holders
of at least a majority of the Outstanding Amount of the Notes.

          (d) If a responsible officer of the Owner Trustee shall have actual
knowledge of the occurrence of a Servicer Default under the Sale and Servicing
Agreement, the Issuer shall promptly notify the Trustee, the Security Insurer
and the Rating Agencies thereof in accordance with Section 11.4, and shall
specify in such notice the action, if any, the Issuer is taking in respect of
such default. If a Servicer Default shall arise from the failure of the Servicer
to perform any of its duties or obligations under the Sale and Servicing
Agreement or Insurance Agreement, the Issuer shall take all reasonable steps
available to it to remedy such failure.

          (e) If an Insurer Default shall have occurred and be continuing and if
the Trustee has given notice of termination to the Servicer of the Servicer's
rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement,
as promptly as possible thereafter, the Trustee shall appoint a successor
servicer in accordance with Section 8.2 of the Sale and Servicing Agreement.

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

          (g) The Issuer agrees that it will not waive timely performance or
observance by the Servicer, the Seller or the Representative of their respective
duties under the Basic Documents (x) without the prior consent of the Security
Insurer (unless an Insurer Default shall have occurred and be continuing) or (y)
if the effect thereof would adversely affect the Holders of the Notes.

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

          (i)  except as expressly permitted by this Indenture or the Basic
     Documents, 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 Controlling Party;

          (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

                                       24

<PAGE>

     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 in favor of the Indenture Collateral Agent
     created by 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, in each case on a Financed Vehicle and arising solely as a
     result of an action or omission of the related Obligor), (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) perfected security
     interest in the Trust Estate or (D) amend, modify or fail to comply with
     the provisions of the Basic Documents without the prior written consent of
     the Controlling Party.

          SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver
to the Trustee and the Security Insurer, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended September 30,
2002), and otherwise in compliance with the requirements of TIA Section
314(a)(4) an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that

          (i)   a review of the activities of the Issuer during such year and of
     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 the compliance of any such condition or 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
     Trustee, in form satisfactory to the Trustee and the Security Insurer (so
     long as no Insurer Default shall have occurred and be continuing), 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;

                                       25

<PAGE>

          (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 Trustee and the Security Insurer (so
     long as no Insurer Default shall have occurred and be continuing)) to the
     effect that such transaction will not have any material adverse tax
     consequence to the Trust, the Security Insurer, any Noteholder or any
     Certificateholder;

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

          (vi)  the Issuer shall have delivered to the 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); and

          (vii) the Issuer shall have given the Security Insurer written notice
     of such consolidation or merger at least 20 Business Days prior to the
     consummation of such action and shall have received the prior written
     approval of the Security Insurer so long as no Insurer Default shall have
     occurred and be continuing, of such consolidation or merger and the Issuer
     or the Person (if other than the Issuer) formed by or surviving such
     consolidation or merger has a net worth, immediately after such
     consolidation or merger, that is (a) greater than zero and (b) not less
     than the net worth of the Issuer immediately prior to giving effect to such
     consolidation or merger.

          (b) The Issuer shall not convey or transfer all or substantially all
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 shall (A) 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 assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, and the
     Security Insurer (so long as no Insurer Default shall have occurred and be
     continuing), 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 and each of the Basic Documents on the part of
     the Issuer to be performed or observed, all as provided herein, (C)
     expressly agree 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

                                       26

<PAGE>

     Holders of the Notes, (D) unless otherwise provided in such supplemental
     indenture, expressly agree to indemnify, defend and hold harmless the
     Issuer against and from any loss, liability or expense arising under or
     related to this Indenture and the Notes and (E) expressly agree by means of
     such supplemental indenture that such Person (or if a group of persons,
     then one specified Person) shall prepare (or cause to be prepared) and 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 Trustee and the Security Insurer (so
     long as no Insurer Default shall have occurred and be continuing)) to the
     effect that such transaction will not have any material adverse tax
     consequence to the Trust, the Security Insurer, any Noteholder or any
     Certificateholder;

          (v)   any action as 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 Trustee an Officers'
     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); and

          (vii) so long as no Insurer Default shall have occurred and be
     continuing, the Issuer shall have given the Security Insurer written notice
     of such conveyance or transfer at least 20 Business Days prior to the
     consummation of such action and shall have received the prior written
     approval of the Security Insurer of such conveyance or transfer, and the
     Issuer or the Person that acquires the properties or assets of the Issuer
     by such conveyance or transfer has a net worth, immediately after such
     conveyance or transfer, that is (a) greater than zero and (b) not less than
     the net worth of the Issuer immediately prior to giving effect to such
     conveyance or transfer.

          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.

                                       27

<PAGE>

          (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10 (b), Franklin Auto Trust 2002-1 will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Trustee stating that Franklin Auto Trust
2002-1 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 activities incidental thereto. After the Funding Period, the Issuer shall
not fund the purchase of any additional Receivables.

          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 (i) the Notes, (ii) obligations owing from time to time
to the Security Insurer under the Insurance Agreement and (iii) any other
Indebtedness permitted by or arising under the Basic Documents or the Issuer's
compliance therewith. The proceeds of the Notes shall be used exclusively to
fund the Issuer's purchase of the Receivables and the other assets specified in
the Sale and Servicing Agreement, to fund the Pre-Funding Account, to fund the
Capitalized Interest Account, and to pay the Issuer's organizational,
transactional and start-up expenses.

          SECTION 3.14 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.8 of the Sale and
Servicing Agreement.

          SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by 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 other 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 Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
Basic Document.

          SECTION 3.18 Restricted Payments. 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

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<PAGE>

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 to the Servicer, the
Owner Trustee, the Security Insurer, the Trustee, the Indenture Collateral Agent
and the Certificateholders as permitted by, and to the extent funds are
available for such purpose under, the Sale and Servicing Agreement, the Trust
Agreement or this Indenture. The Issuer will not, directly or indirectly, make
payments to or distributions from the Collection Account except in accordance
with this Indenture and the Basic Documents.

          SECTION 3.19 Notice of Events of Default. Upon a responsible officer
of the Owner Trustee having actual knowledge thereof, the Issuer agrees to give
the Trustee, the Security Insurer and the Rating Agencies prompt written notice
of each Event of Default hereunder, each Insurance Agreement Trigger Event and
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 Trustee
or the Security Insurer, 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.

          SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 11.1 of the
Sale and Servicing Agreement or Section 11.1 of the Trust Agreement to eliminate
the requirements thereunder that the Trustee, the Security Insurer or the
Holders of the Notes consent to amendments thereto as provided therein.

          SECTION 3.22 Income Tax Characterization. The Issuer, the Trustee and
the Indenture Collateral Agent hereby agree, and each Noteholder by its
acceptance of a Note agrees, to treat the Notes as indebtedness for federal
income tax purposes and for purposes of applicable state, local, or any other
income tax, franchise tax, or other tax imposed upon or measured by net income.
Each Noteholder agrees (by its acceptance of a Note) that it will cause any
person acquiring an interest in a Note through it to comply with this Section
3.22 relating to the treatment of the Notes as indebtedness. Subject to the
following sentence of this Section 3.22, the Issuer, the Trustee, the Indenture
Collateral Agent and each Noteholder (by its acceptance of a Note) agree and
acknowledge their intention that the Issuer shall, for federal income tax
purposes and, to the extent permitted by law, applicable state income or
franchise tax purposes, be disregarded as an entity apart from its owner, the
Seller, in the event the Seller is the sole Certificateholder, or treated as a
partnership if there is more than one Certificateholder. Notwithstanding the
foregoing provisions of this Section 3.22, if any Class of Notes is deemed for
federal income tax purposes (or for purposes of any state, local, or other
income tax, franchise tax or other tax imposed upon or measured by net income)
to represent an equity interest in the Issuer it is the intent and agreement of
the parties hereto (and of each Noteholder by its acceptance of a Note) that the
Issuer shall, to the extent permitted by law, be treated for purposes of any
such tax which treats Notes in such manner as a partnership among the affected
Class of Noteholders and the Certificateholder. If such a partnership is deemed
to exist for applicable tax purposes, the taxable income of the Issuer shall be
allocated in such manner as to cause, to the

                                       29

<PAGE>

greatest extent possible, the Certificateholder and each affected Noteholder to
recognize taxable income or loss at such time, and in such amounts, as each such
person would have recognized such income or loss if such Class of Notes had not
been recharacterized as an equity interest in the Issuer.

                                   ARTICLE IV

                           Satisfaction and Discharge

          SECTION 4.1 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 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, and 3.22, (v) the rights, obligations and immunities of the
Trustee hereunder (including the rights of the Trustee under Section 6.7 and the
obligations of the Trustee under Section 4.2) and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and the 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 2.5 and (ii) Notes for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Issuer and thereafter repaid to the Issuer or
          discharged from such trust, as provided in Section 3.3) have been
          delivered to the Trustee for cancellation and the Note Policy has
          expired and been returned to the Security Insurer for cancellation; or

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

                  (i)   have become due and payable,

                  (ii)  will become due and payable at their respective Final
              Scheduled Distribution Dates within one year, or

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

          and the Issuer, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be irrevocably deposited with the
          Indenture Collateral Agent cash or direct obligations of or
          obligations guaranteed by the United States of America (which will
          mature prior to the date such amounts are payable), in trust for such

                                       30

<PAGE>

                  purpose, in an amount sufficient to pay and discharge the
                  entire indebtedness on such Notes not theretofore delivered to
                  the Trustee for cancellation when due to the Final Scheduled
                  Distribution Date or Redemption Date (if Notes shall have been
                  called for redemption pursuant to Section 10.1(a)), as the
                  case may be;

                  (B) the Issuer has paid or caused to be paid all Insurer
         Issuer Secured Obligations and all Trustee Issuer Secured Obligations;
         and

                  (C) the Issuer has delivered to the Trustee, the Indenture
         Collateral Agent and the Security Insurer an Officer's Certificate, an
         Opinion of Counsel and, if required by the TIA, the Trustee, the
         Indenture Collateral Agent or the Security Insurer (so long as an
         Insurer Default shall not have occurred and be continuing) an
         Independent Certificate from a firm of certified public accountants,
         each meeting the applicable requirements of Section 11.1(a) and each
         stating that all conditions precedent herein provided for relating to
         the satisfaction and discharge of this Indenture have been complied
         with.

                  SECTION 4.2 Application of Trust Money. All moneys deposited
with the Trustee pursuant to Section 4.1 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
Trustee may determine, to the Holders of the particular Notes for the payment or
redemption of which such moneys have been deposited with the 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 or
in the Sale and Servicing Agreement or required by law.

                  SECTION 4.3 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 Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Trustee to be held and applied according to
Section 3.3 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

                                    ARTICLE V

                                    Remedies

                  SECTION 5.1 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):

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

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<PAGE>

         notice thereof from the Trustee (solely for purposes of this clause, a
         payment on the Notes funded by the Security Insurer shall be deemed to
         be a payment made by the Issuer); or

                  (ii) default in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due and
         payable on the related Final Scheduled Distribution Date (solely for
         purposes of this clause, a payment on the Notes funded by the Security
         Insurer shall be deemed to be a payment made by the Issuer); or

                 (iii) so long as an Insurer Default shall not have occurred and
         be continuing, an Insurance Agreement Trigger Event shall have occurred
         and be continuing; provided, however, that the occurrence and
         continuance of an Insurance Agreement Trigger Event shall not
         constitute an Event of Default unless the Security Insurer shall, upon
         prior written notice to the Rating Agencies, have delivered to the
         Issuer and the Trustee and not rescinded a written notice specifying
         that such Insurance Agreement Trigger Event constitutes an Event of
         Default under this Indenture; or

                  (iv) 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 (or for such longer period, not in excess of 90 days,
         as may be reasonably necessary to remedy such default; provided that
         such default is capable of remedy within 90 days or less and the
         Servicer on behalf of the Owner Trustee delivers an Officer's
         Certificate to the Trustee to the effect that the Issuer has commenced,
         or will promptly commence and diligently pursue, all reasonable efforts
         to remedy such default) after there shall have been given, by
         registered or certified mail, to the Issuer by the Security Insurer (so
         long as no Insurer Default shall have occurred and be continuing) or
         the Trustee or to the Issuer and the Trustee by the Holders of at least
         25% of the Outstanding Amount of the 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; or

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

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<PAGE>

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

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

                  SECTION 5.2 Rights Upon Event of Default. (a) If an Insurer
Default shall not have occurred and be continuing and an Event of Default shall
have occurred and be continuing, the Security Insurer may cause the Notes to
become immediately due and payable at par, together with accrued interest
thereon. If an Event of Default shall have occurred and be continuing, the
Controlling Party may exercise any of the remedies specified in Section 5.4(a).
In the event of any acceleration of any Notes by operation of this Section 5.2,
the Trustee shall continue to be entitled to make claims under the Note Policy
pursuant to Section 5.18 hereof for Note Policy Claim Amount on the Notes.
Payments under the Note Policy following acceleration of any Notes shall be
applied by the Trustee:

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

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
         for principal, first to the Class A-1 Notes until the entire unpaid
         principal amount of the Class A-1 Notes shall have been paid in full,
         and then 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 for principal.

                  (b) In the event any Notes are accelerated due to an Event of
Default, the Security Insurer shall have the right (in addition to its
obligation to pay Note Policy Claim Amount on the Notes in accordance with the
Note Policy), but not the obligation, to make payments under the Note Policy or
otherwise of interest and principal (to the extent of the Principal
Distributable Amount) due on such Notes, in whole or in part, on any date or
dates following such acceleration as the Security Insurer, in its sole
discretion, shall elect.

                  (c) If an Insurer Default shall have occurred and be
continuing and an Event of Default shall have occurred and be continuing, the
Trustee in its discretion may, or if so requested in writing by Holders holding
Notes representing not less than a majority of the

                                       33

<PAGE>

Outstanding Amount of the Notes, declare by written notice to the Issuer that
the Notes become, whereupon they shall become, immediately due and payable at
par, together with accrued interest thereon.

                  (d)  If an Insurer Default shall have occurred and be
continuing, then 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 Trustee as hereinafter in this Article V provided, the
Holders of Notes representing a majority of the Outstanding Amount of the Notes,
by written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

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

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

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

                  (b)  Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured
Party is not the Controlling Party, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or
instrument and to do in the name of the Controlling Party as well as in the
name, place and stead

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<PAGE>

of such Issuer Secured Party such acts, things and deeds for or on behalf of and
in the name of such Issuer Secured Party under this Indenture (including
specifically under Section 5.4) and under the Basic Documents which such Issuer
Secured Party could or might do or which may be necessary, desirable or
convenient in such Controlling Party's sole discretion to effect the purposes
contemplated hereunder and under the Basic Documents and, without limitation,
following the occurrence of an Event of Default, exercise full right, power and
authority to take, or defer from taking, any and all acts with respect to the
administration, maintenance or disposition of the Trust Estate.

                  (c)  If an Event of Default occurs and is continuing and no
Insurer Default shall have occurred and be continuing, the Trustee may with the
consent of the Controlling Party and shall at the direction of the Controlling
Party, and if an Event of Default occurs and is continuing and an Insurer
Default shall have occurred and be continuing, the Trustee may in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders by such appropriate Proceedings as the Trustee or the Controlling
Party shall deem most effective to protect and enforce any such rights, whether
for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other
proper remedy or legal or equitable right vested in the Trustee by this
Indenture or by law.

                  (d)  Reserved.

                  (e)  In case there shall be pending, relative to the Issuer or
any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, proceedings under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the 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 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 whole amount
         of principal and interest owing and unpaid in respect of the Notes and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Trustee (including any claim for
         reasonable compensation to the Trustee and each predecessor Trustee,
         and their respective agents, attorneys and counsel, and for
         reimbursement of all expenses and liabilities incurred, and all
         advances made, by the Trustee and each predecessor Trustee, except as a
         result of negligence, bad faith or willful misconduct) and of the
         Noteholders allowed in such proceedings;

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<PAGE>

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

                 (iii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         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 Trustee or the Holders of Notes allowed in any judicial
         proceedings relative to the Issuer, its creditors and its property;

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

                  (f)  Nothing herein contained shall be deemed to authorize the
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 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.

                  (g)  All rights of action and of asserting claims under this
Indenture or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the 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 Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Notes.

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

                  SECTION 5.4 Remedies. (a) If an Event of Default shall have
occurred and be continuing, the Controlling Party may do one or more of the
following (subject to Section 5.5):

                  (i)  institute Proceedings in its own name and as trustee of
         an express trust for the collection of all amounts then payable on the
         Notes or under this Indenture with

                                       36

<PAGE>

         respect thereto, whether by declaration or otherwise, enforce any
         judgment obtained, and collect from the Issuer and any other obligor
         upon such Notes moneys adjudged due;

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

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

                  (iv) direct the Indenture Collateral Agent to 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, however, that

                       (A) if the Security Insurer is the Controlling Party, the
                  Security Insurer may not sell or otherwise liquidate the Trust
                  Estate following an Event of Default or an Insurance Agreement
                  Trigger Event unless

                              (I)  such Event of Default or Insurance Agreement
                       Trigger Event arises from the insolvency of the Trust or
                       the Seller; or

                              (II) the proceeds of such sale or liquidation
                       distributable to the Noteholders are sufficient to
                       discharge in full all amounts then due and unpaid upon
                       such Notes for principal and interest; or

                       (B) if the Trustee is the Controlling Party, the Trustee
                       may not sell or otherwise liquidate the Trust Estate
                       following an Event of Default unless

                              (I)  such Event of Default is of the type
                       described in Section 5.1(i) or (ii); or

                              (II) either

                                   (x)   the Holders of 100% of the Outstanding
                              Amount of the Notes consent thereto,

                                   (y)   the proceeds of such sale or
                              liquidation distributable to the Noteholders are
                              sufficient to discharge in full all amounts then
                              due and unpaid upon such Notes for principal and
                              interest, or

                                   (z)   the Trustee determines that the Trust
                              Estate will not continue to provide sufficient
                              funds for the payment of principal of and interest
                              on the Notes as they would have become due if the
                              Notes had not been declared due and payable, and
                              the Trustee provides prior written notice to the
                              Rating Agencies and obtains

                                       37

<PAGE>

                                 the consent of Holders of 66-2/3% of the
                                 Outstanding Amount of the Notes.

                  In determining such sufficiency or insufficiency with respect
to clause (A) (II) or B (II) (y) and (z), the Controlling Party may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

                  SECTION 5.5  Optional Preservation of the Receivables. If the
Trustee is the Controlling Party and if the Notes have been declared to be due
and payable under Section 5.2 following an Event of Default and such declaration
and its consequences have not been rescinded and annulled, the Trustee may, but
need not, elect to maintain possession of the Trust Estate. In determining
whether to maintain possession of the Trust Estate, the Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

                  SECTION 5.6  Priorities.

                  (a)  Following (1) the acceleration of the Notes pursuant to
Section 5.2 or (2) if an Insurer Default shall have occurred and be continuing,
the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii),
5.1(iv), 5.1(v) or 5.1(vi) of this Indenture or (3) the receipt of Insolvency
Proceeds pursuant to Section 9.1(b) of the Sale and Servicing Agreement, the
Distribution Amount, including any money or property collected pursuant to
Section 5.4 of the Indenture and any such Insolvency Proceeds, shall be applied
by the Trustee on the related Payment Date in the following order of priority:

                  FIRST:   to pay any amounts due and owing to the Trustee,
         Indenture Collateral Agent and the Owner Trustee for compensation,
         reimbursement of expenses or indemnification as provided hereunder or
         the other Basic Documents and to the Servicer pursuant to Section
         5.6(a)(i) of the Sale and Servicing Agreement;

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

                  THIRD:   to Noteholders for amounts due and unpaid on the
         Notes for principal, first to the Class A-1 Notes until the entire
         unpaid principal amount of the Class A-1 Notes shall have been paid in
         full, and then 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 for principal;

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<PAGE>

                  FOURTH:  amounts due and owing and required to be
         distributed to the Security Insurer pursuant to priority (ii) of
         Section 5.6(a) of the Sale and Servicing Agreement and not previously
         distributed; and

                  FIFTH:   to or upon the order of the Owner Trustee for
         distribution pursuant to Section 5.2(a) of the Trust Agreement.

                  (b)  The 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 Trustee a
notice that states the record date, the payment date and the amount to be paid.

                  SECTION 5.7 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
         Trustee of a continuing Event of Default;

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

                 (iii) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to it against the costs, expenses and
         liabilities to be incurred in complying with such request;

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

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

                  (vi) an Insurer Default shall have occurred and be continuing;

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

                  In the event the Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Notes,
the Trustee shall proceed in accordance with the request

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<PAGE>

of the greater majority of the Outstanding Amount of the Notes, as determined by
reference to such requests.

                  SECTION 5.8  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 5.9  Restoration of Rights and Remedies. If the
Controlling Party 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 Trustee or
to such Noteholder, then and in every such case the Issuer, the 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 Trustee and the Noteholders shall continue as
though no such proceeding had been instituted.

                  SECTION 5.10 Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Controlling Party 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 5.11 Delay or Omission Not a Waiver. No delay or
omission of the Controlling Party 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 Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the
Noteholders, as the case may be.

                  SECTION 5.12 Control by Noteholders. If the Trustee is the
Controlling Party, the Holders of a majority of the Outstanding Amount of the
Notes shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Notes
or exercising any trust or power conferred on the Trustee; provided that:

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

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<PAGE>

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

                 (iii) if the conditions set forth in Section 5.5 have been
         satisfied and the Trustee elects to retain the Trust Estate pursuant to
         such Section, then any direction to the 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 Trustee may take any other action deemed proper by
         the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the 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 5.13 Waiver of Past Defaults. The Security Insurer may
on behalf of all Holders of the Notes, waive any past Default, provided that if
an Insurer Default shall have occurred and be continuing, prior to the
declaration of the acceleration of the maturity of the Notes as provided in
Section 5.2(c), the Holders of Notes of not less than a majority of the
Outstanding Amount of the Notes may waive any past Default or Event of Default
and its consequences except a Default (a) in payment of principal of or interest
on any of the Notes, (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Note or
(c) which waiver would materially adversely affect the Security Insurer. In the
case of any such waiver, the Issuer, the 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 5.14 Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
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 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 (c) any
suit instituted by any Noteholder for the enforcement of the

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<PAGE>

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 5.15 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 Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                  SECTION 5.16 Action on Notes. The 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 Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the 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.

                  SECTION 5.17 Performance and Enforcement of Certain
Obligations. (a) Promptly following a request from the Trustee to do so and at
the Servicer's expense, the Issuer agrees to take all such lawful action as the
Trustee may request to compel or secure the performance and observance by the
Representative, the Seller and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Trustee, including the transmission of notices of default
on the part of the Seller or the Servicer thereunder and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

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

                  SECTION 5.18 Claims Under Note Policy.

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<PAGE>

                  (a) If the Note Policy Claim Amount, if any, for such Payment
Date is greater than zero, the Trustee shall on the related Deficiency Claim
Date immediately furnish to the Security Insurer and the Fiscal Agent (as
defined in the Note Policy) a completed Deficiency Notice. Amounts paid by the
Security Insurer pursuant to a claim submitted under this Section 5.18(a) shall
be deposited by the Trustee into the Note Distribution Account for payment to
Noteholders on the related Payment Date.

                  (b) Any notice delivered by the Trustee to the Security
Insurer pursuant to subsection 5.18(a) shall specify the Note Policy Claim
Amount claimed under the Note Policy and subject to the terms of the Note
Policy, shall constitute a "Notice" under the Note Policy. The Security Insurer
is required to pay to the Trustee the Note Policy Claim Amount in accordance
with the terms of the Note Policy. Any payment made by the Security Insurer
under the Note Policy shall be applied solely to the payment of the Notes, and
for no other purpose.

                  (c) The Trustee shall (i) receive as attorney-in-fact of each
Noteholder any Note Policy Claim Amount from the Security Insurer and (ii)
deposit the same in the Note Distribution Account for distribution to
Noteholders as provided in Section 3.1 or Section 5.2 of this Indenture. Any and
all Note Policy Claim Amount disbursed by the Trustee from claims made under the
Note Policy shall not be considered payment by the Trust with respect to such
Notes, and shall not discharge the obligations of the Trust with respect
thereto. The Security Insurer shall, to the extent it makes any payment with
respect to the Notes, become subrogated to the rights of the recipients of such
payments to the extent of such payments. Subject to and conditioned upon any
payment with respect to the Notes by or on behalf of the Security Insurer, the
Trustee shall assign to the Security Insurer all rights to the payment of
interest or principal with respect to the Notes which are then due for payment
to the extent of all payments made by the Security Insurer, and the Security
Insurer may exercise any option, vote, right, power or the like with respect to
the Notes to the extent that it has made payment pursuant to the Note Policy. To
evidence such subrogation, the Note Registrar shall note the Security Insurer's
rights as subrogee upon the register of Noteholders upon receipt from the
Security Insurer of proof of payment by the Security Insurer of any Noteholders'
Interest Distributable Amount or Principal Distributable Amount. The foregoing
subrogation shall in all cases be subject to the rights of the Noteholders to
receive all Note Policy Claim Amount in respect of the Notes.

                  (d) The Trustee shall keep a complete and accurate record of
all funds deposited by the Security Insurer into the Collection Account and the
allocation of such funds to payment of interest on and principal paid in respect
of any Note. The Security Insurer shall have the right to inspect such records
at reasonable times upon one Business Day's prior notice to the Trustee.

                  (e) The Trustee shall be entitled to enforce on behalf of the
Noteholders the obligations of the Security Insurer under the Note Policy.
Notwithstanding any other provision of this Agreement or any Basic Document, the
Noteholders are not entitled to institute proceedings directly against the
Security Insurer.

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<PAGE>

                  SECTION 5.19 Preference Claims. (a) In the event that the
Trustee has received a certified copy of a final non-appealable order of the
court of applicable jurisdiction that any Noteholders' Interest Distributable
Amount or Principal Distributable Amount paid on a Note has been avoided in
whole or in part as a preference payment in the event of the insolvency of the
Issuer, the Seller, the Servicer or Franklin Resources, Inc. under the United
States Bankruptcy Code (11 U.S.C.), (a "Note Preference Amount") the Trustee
shall so notify the Security Insurer, shall comply with the provisions of the
Note Policy to obtain payment by the Security Insurer of such Note Preference
Amount and shall, at the time it provides notice to the Security Insurer, notify
Holders of the Notes by mail that, in the event that any Noteholder's payment is
so recoverable, such Noteholder will be entitled to payment pursuant to the
terms of the Note Policy. The Trustee shall furnish to the Security Insurer its
records evidencing the payments of principal of and interest on Notes, if any,
which have been made by the Trustee and subsequently recovered from Noteholders,
and the dates on which such payments were made. Pursuant to the terms of the
Note Policy, the Security Insurer will make such payment on behalf of the
Noteholder in the manner set forth in the Note Policy.

                  (b) The Trustee shall promptly notify the Security Insurer of
any proceeding or the institution of any action (of which the Trustee has actual
knowledge) seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (a
"Preference Claim") of any distribution made with respect to the Notes. Each
Holder, by its purchase of Notes, and the Trustee hereby agree that so long as
an Insurer Default shall not have occurred and be continuing, the Security
Insurer may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim including,
without limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or performance
bond pending any such appeal at the expense of the Security Insurer, but subject
to reimbursement as provided in the Insurance Agreement. In addition, and
without limitation of the foregoing, as set forth in Section 5.18(c), the
Security Insurer shall be subrogated to, and each Noteholder and the Trustee
hereby delegate and assign, to the fullest extent permitted by law, the rights
of the Trustee and each Noteholder in the conduct of any proceeding with respect
to a Preference Claim, including, without limitation, all rights of any party to
an adversary proceeding with respect to any court order issued in connection
with any such Preference Claim.

                                   ARTICLE VI

                 The Trustee and the Indenture Collateral Agent

                  SECTION 6.1  Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, and of which a Responsible Officer of the Trustee
shall have actual knowledge, the 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 of
                  which a Responsible Officer of the Trustee shall have actual
                  knowledge:

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<PAGE>

                  (i)   the 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 Trustee; and

                  (ii)  in the absence of negligence or bad faith on its part,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture; however, the Trustee shall examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture and, if applicable, the Basic
         Documents to which the Trustee is a party; provided, however, that the
         Trustee shall not be responsible for the accuracy or content of any of
         the aforementioned documents and the Trustee shall have no obligation
         to verify or re-compute any numeric information provided to it pursuant
         to the Basic Documents.

                  (c)   Neither the Trustee nor the Indenture Collateral Agent
may 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 Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer unless it is
         proven that the Trustee was negligent in ascertaining the pertinent
         facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 5.12.

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

                  (e)   Money held in trust by the 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.

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

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

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<PAGE>

                  (h) The Trustee shall, upon reasonable prior notice to the
Trustee, permit any representative of the Security Insurer, at the Security
Insurer's expense, during the Trustee's normal business hours, to examine all
books of account, records, reports and other papers of the Trustee relating to
the Notes, to make copies and extracts therefrom and to discuss the Trustee's
affairs and actions, as such affairs and actions relate to the Trustee's duties
with respect to the Notes, with the Trustee's officers and employees responsible
for carrying out the Trustee's duties with respect to the Notes.

                  (i) The Trustee shall, and hereby agrees that it will, perform
all of the obligations and duties required of it under the Sale and Servicing
Agreement.

                  (j) The Trustee shall, and hereby agrees that it will, hold
the Note Policy in trust, and will hold any proceeds of any claim on the Note
Policy in trust solely for the use and benefit of the Noteholders.

                  (k) Without limiting the generality of this Section 6.1 and
except during such time, if any, as the Trustee shall be successor to, and be
vested with the rights, duties, powers and privileges of, the Servicer in
accordance with the terms of this Indenture and the Sale and Servicing Agreement
and subject to the other provisions of this Indenture, the Trustee shall have no
duty (i) to see to any recording, filing or depositing of this Indenture or any
agreement referred to herein or any financing statement evidencing a security
interest in the Financed Vehicles, or to see to the maintenance of any such
recording or filing or depositing or to any recording, refiling or redepositing
of any thereof, (ii) to see to any insurance of the Financed Vehicles or
Obligors or to effect or maintain any such insurance, (iii) 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, (iv) to confirm or verify the contents of any
reports or certificates delivered to the Trustee pursuant to this Indenture or
the Sale and Servicing Agreement believed by the Trustee to be genuine and to
have been signed or presented by the proper party or parties, or (v) to inspect
the Financed Vehicles at any time or ascertain or inquire as to the performance
or observance of any of the Issuer's, the Seller's or the Servicer's
representations, warranties or covenants or the Servicer's duties and
obligations as Servicer and as custodian of the Receivable Files under the Sale
and Servicing Agreement.

                  (l) Whenever any action under the Basic Documents requires the
approval or disapproval of Certificateholders, the Trustee shall, in accordance
with, and subject to, Section 2.13 of the Trust Agreement, instruct the
Certificateholders to act in accordance with the written directions, received
from Holders of a majority of the Outstanding Amount of the Notes.

                  (m) Except as otherwise required or permitted by the TIA,
nothing contained herein shall be deemed to authorize the Trustee to engage in
any business operations or any activities other than those set forth in this
Indenture. Specifically, the Trustee shall have no authority to engage in any
business operations, acquire any assets other than those specifically included
in the Collateral under this Indenture or otherwise vary the assets held by the
Issuer. Similarly, the Trustee shall have no discretionary duties other than
performing those ministerial acts set forth above necessary to accomplish the
purpose of this Indenture.

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<PAGE>

                  (n) The Trustee shall not be required to take notice or be
deemed to have notice or knowledge of any Default or Event of Default unless a
Responsible Officer of the Trustee shall have received written notice thereof.
In the absence of receipt of such notice, the Trustee may conclusively assume
that there is no Default or Event of Default.

                  (o) Anything in this Indenture to the contrary
notwithstanding, in no event shall the Trustee be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including but no limited
to lost profits), even if the Trustee has been advised of the likelihood of such
loss or damage regardless of the form of action.

                  SECTION 6.2 Rights of Trustee. (a) Subject to Section 6.1, the
Trustee may conclusively rely on and shall be protected in acting upon or
refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper person. Subject to Section 6.1, the
Trustee need not investigate any fact or matter stated in the document.

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

                  (c) The 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 Trustee shall not be
responsible for any misconduct or negligence on the part of, or for the
supervision of, Franklin Capital Corporation, or any other such agent, attorney,
custodian or nominee appointed with due care by it hereunder.

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

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

                  (f) The Trustee shall be under no obligation to institute,
conduct or defend any litigation under this Indenture or in relation to this
Indenture, at the request, order or direction of any of the Holders of Notes or
the Controlling Party, pursuant to the provisions of this Indenture, unless such
Holders of Notes or the Controlling Party shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; provided, however, that the Trustee
shall, upon the occurrence of an Event of Default (that has not been cured) of
which a Responsible Officer of the Trustee shall have actual knowledge, exercise
the rights and powers vested in it by this Indenture with reasonable care and
skill.

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<PAGE>

                  (g) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the Security
Insurer (so long as no Insurer Default shall have occurred and be continuing) or
(if an Insurer Default shall have occurred and be continuing) by the Holders of
Notes evidencing not less than 25% of the Outstanding Amount thereof; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture or the
Sale and Servicing Agreement, the Trustee may require reasonable indemnity
against such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be paid by the Person making
such request, or, if paid by the Trustee, shall be reimbursed by the Person
making such request upon demand.

                  SECTION 6.3 Individual Rights of Trustee. The 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 Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Sections 6.11 and 6.12.

                  SECTION 6.4 Trustee's Disclaimer. The 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 or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

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

                  SECTION 6.6 Reports by Trustee to Holders. The Trustee shall
deliver to each Noteholder such information as may be reasonably required to
enable such Holder to prepare its Federal and state income tax returns.

                  SECTION 6.7 Compensation and Indemnity. (a) The Issuer shall
or shall cause the Servicer to, pay to the Trustee from time to time
compensation for its services in accordance with a separate agreement between
the Servicer and the Trustee. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Issuer shall

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<PAGE>

or shall cause the Servicer to reimburse the Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Issuer shall or shall
cause the Servicer to indemnify the Trustee, the Indenture Collateral Agent and
their respective officers, directors, employees and agents against any and all
loss, liability or expense (including attorneys' fees and expenses) incurred by
it in connection with the acceptance or the administration of this trust and the
performance of its duties hereunder. The Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of
its obligations hereunder or the Servicer of its obligations under Article X of
the Sale and Servicing Agreement. The Issuer shall or shall cause the Servicer
to defend the claim, the Trustee may have separate counsel and the Issuer shall
or shall cause the Servicer to pay the fees and expenses of such counsel.
Neither the Issuer nor the Servicer need reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith. Notwithstanding
anything provided herein, the indemnification provided herein shall not
constitute a claim against the Issuer other than in accordance with Section
5.6(a)(viii) of the Sale and Servicing Agreement.

                  (b) The Issuer's obligations to the Trustee pursuant to this
Section shall survive the discharge of this Indenture. When the Trustee incurs
expenses after the occurrence of a Default specified in Section 5.1(v) or (vi)
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. Notwithstanding anything
else set forth in this Indenture or the Basic Documents, the Trustee agrees that
the obligations of the Issuer (but not the Servicer) to the Trustee hereunder
and under the Basic Documents shall be recourse to the Trust Estate only and
specifically shall not be recourse to the assets of any Certificateholder.
Subject to Section 5.6 of this Indenture, the Trustee agrees that its recourse
to the Issuer, the Trust Estate, the Certificateholders and the Seller shall be
limited to the right to receive the distributions referred to in Section
5.6(a)(viii) of the Sale and Servicing Agreement.

                  SECTION 6.8 Replacement of Trustee. No resignation or removal
of the Trustee and no appointment of a successor Trustee shall become effective
until the acceptance of appointment by the successor Trustee pursuant to this
Section 6.8. The Trustee may resign at any time by so notifying the Issuer and
the Security Insurer. The Issuer may with the consent of the Security Insurer
and, at the request of the Security Insurer (unless an Insurer Default shall
have occurred and be continuing) shall, remove the Trustee, if:

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

                  (ii) a court having jurisdiction in the premises in respect of
         the Trustee in an involuntary case or proceeding under federal or state
         banking or bankruptcy laws, as now or hereafter constituted, or any
         other applicable federal or state bankruptcy, insolvency or other
         similar law, shall have entered a decree or order granting relief or
         appointing a receiver, liquidator, assignee, custodian, trustee,
         conservator, sequestrator (or similar

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<PAGE>

         official) for the Trustee or for any substantial part of the Trustee's
         property, or ordering the winding-up or liquidation of the Trustee's
         affairs;

                 (iii) an involuntary case under the federal bankruptcy laws, as
         now or hereafter in effect, or another present or future federal or
         state bankruptcy, insolvency or similar law is commenced with respect
         to the Trustee and such case is not dismissed within 60 days;

                  (iv) the Trustee commences a voluntary case under any federal
         or state banking or bankruptcy laws, as now or hereafter constituted,
         or any other applicable federal or state bankruptcy, insolvency or
         other similar law, or consents to the appointment of or taking
         possession by a receiver, liquidator, assignee, custodian, trustee,
         conservator, sequestrator (or other similar official) for the Trustee
         or for any substantial part of the Trustee's property, or makes any
         assignment for the benefit of creditors or fails generally to pay its
         debts as such debts become due or takes any corporate action in
         furtherance of any of the foregoing; or

                  (v)  the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee acceptable to the Security Insurer (so long as an Insurer
Default shall not have occurred and be continuing). If the Issuer fails to
appoint such a successor Trustee, the Security Insurer may appoint a successor
Trustee.

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

                  If a successor Trustee does not take office within 60 days
after notice of resignation or removal of the retiring Trustee, the retiring
Trustee, the Issuer, the Security Insurer (if no Insurer Default shall have
occurred and be continuing), or the Holders of a majority in Outstanding Amount
of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 6.11, the Security
Insurer (if no Insurer Default shall have occurred and be continuing) or any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

                  Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of

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<PAGE>

appointment by the successor Trustee pursuant to Section 6.8 and payment of all
fees and expenses owed to the retiring Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the
Issuer's and the Servicer's obligations under Section 6.7 shall continue for the
benefit of the retiring Trustee.

                  SECTION 6.9 Successor Trustee by Merger. If the 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 Trustee. The Trustee (except if The Bank of
New York is the Trustee) shall provide the Security Insurer and Rating Agencies
prior written notice of any such transaction.

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

                  SECTION 6.10 Appointment of Co-Trustee or Separate 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 may at the time be located, the Trustee with the consent of the
Security Insurer (so long as an Insurer Default shall not have occurred and be
continuing) 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 a 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, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8 hereof. The appointment of any co-trustee or separate trustee shall
not relieve the Trustee of any of its obligations hereunder.

                  (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 Trustee shall be conferred or imposed upon and
         exercised or performed by the 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 Trustee
         joining in such

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<PAGE>

         act), except to the extent that under any law of any jurisdiction in
         which any particular act or acts are to be performed the 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 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 Trustee;

                  (ii)  no trustee hereunder shall be personally liable by
         reason of any act or omission of any other trustee hereunder, including
         acts or omissions of predecessor or successor trustees; and

                  (iii) the 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
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 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
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 Trustee. Every such instrument shall be filed with the Trustee.

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

                  SECTION 6.11 Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The 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 it shall have a long term
debt rating of BBB- or better by Standard & Poor's and Baa3 or better by
Moody's. The Trustee shall provide copies of such reports to the Security
Insurer upon request. The Trustee shall comply with TIA Section 310(b),
including the optional provision permitted by the second sentence of TIA Section
310(b)(9); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities
of the Issuer are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

                  SECTION 6.12 Preferential Collection of Claims Against Issuer.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section

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<PAGE>

311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.

                  SECTION 6.13 Appointment and Powers. Subject to the terms and
conditions hereof, each of the Issuer Secured Parties hereby appoints The Bank
of New York as the Indenture Collateral Agent with respect to the Collateral,
and The Bank of New York hereby accepts such appointment and agrees to act as
Indenture Collateral Agent with respect to the Collateral for the Issuer Secured
Parties, to maintain custody and possession of such Collateral (except as
otherwise provided hereunder) and to perform the other duties of the Indenture
Collateral Agent in accordance with the provisions of this Indenture. Each
Issuer Secured Party hereby authorizes the Indenture Collateral Agent to take
such action on its behalf, and to exercise such rights, remedies, powers and
privileges hereunder, as the Controlling Party may direct and as are
specifically authorized to be exercised by the Indenture Collateral Agent by the
terms hereof, together with such actions, rights, remedies, powers and
privileges as are reasonably incidental thereto. The Indenture Collateral Agent
shall act upon and in compliance with the written instructions of the
Controlling Party delivered pursuant to this Indenture promptly following
receipt of such written instructions; provided that the Indenture Collateral
Agent shall not act in accordance with any instructions (i) which are not
authorized by, or in violation of the provisions of, this Indenture, (ii) which
to its knowledge are in violation of any applicable law, rule or regulation or
(iii) for which the Indenture Collateral Agent has not received reasonable
indemnity. Receipt of such instructions shall not be a condition to the exercise
by the Indenture Collateral Agent of its express duties hereunder, except where
this Indenture provides that the Indenture Collateral Agent is permitted to act
only following and in accordance with such instructions.

                  SECTION 6.14 Performance of Duties. The Indenture Collateral
Agent shall have no duties or responsibilities except those expressly set forth
in this Indenture and the other Basic Documents to which the Indenture
Collateral Agent is a party or as directed by the Controlling Party in
accordance with this Indenture. The Indenture Collateral Agent shall not be
required to take any discretionary actions hereunder except at the written
direction and with the indemnification of the Controlling Party. The Indenture
Collateral Agent shall, and hereby agrees that it will, perform all of the
duties and obligations required of it under the Sale and Servicing Agreement.

                  SECTION 6.15 Limitation on Liability. (a) Neither the
Indenture Collateral Agent nor any of its directors, officers or employees shall
be liable for any error of judgment, or for any mistake of fact or law or for
any action taken or omitted to be taken by it or them hereunder, or in
connection herewith, except that the Indenture Collateral Agent shall be liable
for its negligence, bad faith or willful misconduct; nor shall the Indenture
Collateral Agent be responsible for the validity, effectiveness, value,
sufficiency or enforceability against the Issuer of this Indenture or any of the
Collateral (or any part thereof). Notwithstanding any term or provision of this
Indenture, the Indenture Collateral Agent shall incur no liability to the Issuer
or the Issuer Secured Parties for any action taken or omitted to be taken by the
Indenture Collateral Agent in connection with the Collateral, except for the
negligence, bad faith or willful misconduct on the part of the Indenture
Collateral Agent, and, further, shall incur no liability to

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<PAGE>

the Issuer Secured Parties except for negligence, bad faith or willful
misconduct in carrying out its duties to the Issuer Secured Parties. Subject to
Section 6.16, the Indenture Collateral Agent shall be protected and shall incur
no liability to any such party in relying upon the accuracy, acting in reliance
upon the contents, and assuming the genuineness of any notice, demand,
certificate, signature, instrument or other document reasonably believed by the
Indenture Collateral Agent to be genuine and to have been duly executed by the
appropriate signatory, and (absent actual knowledge to the contrary) the
Indenture Collateral Agent shall not be required to make any independent
investigation with respect thereto. The Indenture Collateral Agent shall at all
times be free independently to establish to its reasonable satisfaction, but
shall have no duty to independently verify, the existence or nonexistence of
facts that are a condition to the exercise or enforcement of any right or remedy
hereunder or under any of the Basic Documents. The Indenture Collateral Agent
may consult with counsel, and shall not be liable for any action taken or
omitted to be taken by it hereunder in good faith and in accordance with the
advice of such counsel. The Indenture Collateral Agent shall not be under any
obligation to exercise any of the remedial rights or powers vested in it by this
Indenture or to follow any direction from the Controlling Party unless it shall
have received reasonable security or indemnity satisfactory to the Indenture
Collateral Agent against the costs, expenses and liabilities which might be
incurred by it.

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

                  (c) Without limiting the generality of this Section 6.15, the
Indenture Collateral Agent shall have no duty (i) to see to any recording,
filing or depositing of this Indenture or any agreement referred to herein or
any financing statement evidencing a security interest in the Financed Vehicles,
or to see to the maintenance of any such recording or filing or depositing or to
any recording, refiling or redepositing of any thereof, (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any such
insurance, (iii) 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, (iv) to confirm or
verify the contents of any reports or certificates delivered to the Trustee
pursuant to this Indenture or the Sale and Servicing Agreement believed by the
Indenture Collateral Agent to be genuine and to have been signed or presented by
the proper party or parties, or (v) to inspect the Financed Vehicles at any time
or ascertain or inquire as to the performance or observance of any of the
Issuer's, the Seller's or the Servicer's representations, warranties or
covenants or the Servicer's duties and obligations as Servicer and as custodian
of the Receivable Files under the Sale and Servicing Agreement.

                  (d) The Indenture Collateral Agent will be regarded as making
no representations and having no responsibilities (except as expressly set forth
herein) as to the validity, sufficiency, value, genuineness, ownership or
transferability of any Notes or Collateral

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<PAGE>

represented thereby, and will not be required to and will not make any
representations as to the validity, value or genuineness of the Collateral.

                  (e) The Indenture Collateral Agent may execute any of the
powers hereunder or perform any duties hereunder either directly or through
agents or attorneys; provided, however, that the execution of such powers by any
such agents or attorneys shall not diminish or relieve the Indenture Collateral
Agent for responsibility therefor to the same degree as if the Indenture
Collateral Agent itself had executed such powers.

                  SECTION 6.16 Reliance Upon Documents. In the absence of
negligence, bad faith or willful misconduct on its part, the Indenture
Collateral Agent shall be entitled to rely on any communication, instrument,
paper or other document reasonably believed by it to be genuine and correct and
to have been signed or sent by the proper Person or Persons and shall have no
liability in acting, or omitting to act, where such action or omission to act is
in reasonable reliance upon any statement or opinion contained in any such
document or instrument.

                  SECTION 6.17 Successor Indenture Collateral Agent. (a) Merger.
Any Person into which the Indenture Collateral Agent may be converted or merged,
or with which it may be consolidated, or to which it may sell or transfer its
trust business and assets as a whole or substantially as a whole, or any Person
resulting from any such conversion, merger, consolidation, sale or transfer to
which the Indenture Collateral Agent is a party, shall (provided it is otherwise
qualified to serve as the Indenture Collateral Agent hereunder) be and become a
successor Indenture Collateral Agent hereunder and be vested with all of the
title to and interest in the Collateral and all of the trusts, powers,
discretions, immunities, privileges and other matters as was its predecessor
without the execution or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, except to the extent, if any, that any such action is
necessary to perfect, or continue the perfection of, the security interest of
the Issuer Secured Parties in the Collateral; provided that any such successor
shall also be the successor Trustee under Section 6.9.

                  (b) Resignation. The Indenture Collateral Agent and any
successor Indenture Collateral Agent may resign at any time by so notifying the
Issuer and the Security Insurer; provided that the Indenture Collateral Agent
shall not so resign unless it shall also resign as Trustee hereunder.

                  (c) Removal. The Indenture Collateral Agent may be removed by
the Controlling Party at any time (and shall be removed at any time that the
Trustee has been removed), with or without cause, by an instrument or concurrent
instruments in writing delivered to the Indenture Collateral Agent, the other
Issuer Secured Party and the Issuer. A temporary successor may be removed at any
time to allow a successor Indenture Collateral Agent to be appointed pursuant to
subsection (d) below. Any removal pursuant to the provisions of this subsection
(c) shall take effect only upon the date which is the latest of (i) the
effective date of the appointment of a successor Indenture Collateral Agent and
the acceptance in writing by such successor Indenture Collateral Agent of such
appointment and of its obligation to perform its

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<PAGE>

duties hereunder in accordance with the provisions hereof, and (ii) receipt by
the Controlling Party of an Opinion of Counsel to the effect described in
Section 3.6.

                  (d) Acceptance by Successor. The Controlling Party shall have
the sole right to appoint each successor Indenture Collateral Agent. Every
temporary or permanent successor Indenture Collateral Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor and to the Trustee,
each Issuer Secured Party and the Issuer an instrument in writing accepting such
appointment hereunder and the relevant predecessor shall execute, acknowledge
and deliver such other documents and instruments as will effectuate the delivery
of all Collateral to the successor Indenture Collateral Agent, whereupon such
successor, without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, rights, powers, duties and obligations
of its predecessor. Such predecessor shall, nevertheless, on the written request
of either Issuer Secured Party or the Issuer, execute and deliver an instrument
transferring to such successor all the estates, properties, rights and powers of
such predecessor hereunder. In the event that any instrument in writing from the
Issuer or an Issuer Secured Party is reasonably required by a successor
Indenture Collateral Agent to more fully and certainly vest in such successor
the estates, properties, rights, powers, duties and obligations vested or
intended to be vested hereunder in the Indenture Collateral Agent, any and all
such written instruments shall, at the request of the temporary or permanent
successor Indenture Collateral Agent, be forthwith executed, acknowledged and
delivered by the Trustee or the Issuer, as the case may be. The designation of
any successor Indenture Collateral Agent and the instrument or instruments
removing any Indenture Collateral Agent and appointing a successor hereunder,
together with all other instruments provided for herein, shall be maintained
with the records relating to the Collateral and, to the extent required by
applicable law, filed or recorded by the successor Indenture Collateral Agent in
each place where such filing or recording is necessary to effect the transfer of
the Collateral to the successor Indenture Collateral Agent or to protect or
continue the perfection of the security interests granted hereunder.

                  SECTION 6.18 Compensation. The Indenture Collateral Agent
shall not be entitled to any compensation for the performance of its duties
hereunder other than the compensation it is entitled to receive in its capacity
as Trustee.

                  SECTION 6.19 Representations and Warranties of the Indenture
Collateral Agent. The Indenture Collateral Agent represents and warrants to the
Issuer and to each Issuer Secured Party as follows:

                  (a) Due Organization. The Indenture Collateral Agent is a New
York banking corporation duly organized, validly existing and in good standing
under the laws of the United States and is duly authorized and licensed under
applicable law to conduct its business as presently conducted.

                  (b) Corporate Power. The Indenture Collateral Agent has all
requisite right, power and authority to execute and deliver this Indenture and
to perform all of its duties as Indenture Collateral Agent hereunder.

                                       56


<PAGE>

                  (c) Due Authorization. The execution and delivery by the
Indenture Collateral Agent of this Indenture and the other Basic Documents to
which it is a party, and the performance by the Indenture Collateral Agent of
its duties hereunder and thereunder, have been duly authorized by all necessary
corporate proceedings and no further approvals or filings, including any
governmental approvals, are required for the valid execution and delivery by the
Indenture Collateral Agent, or the performance by the Indenture Collateral
Agent, of this Indenture and such other Basic Documents.

                  (d) Valid and Binding Indenture. The Indenture Collateral
Agent has duly executed and delivered this Indenture and each other Basic
Document to which it is a party, and each of this Indenture and each such other
Basic Document constitutes the legal, valid and binding obligation of the
Indenture Collateral Agent, enforceable against the Indenture Collateral Agent
in accordance with its terms, except as (i) such enforceability may be limited
by bankruptcy, insolvency, reorganization and similar laws relating to or
affecting the enforcement of creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.

                  SECTION 6.20 Waiver of Setoffs. The Indenture Collateral Agent
and the Trustee hereby expressly waive any and all rights of setoff that the
Indenture Collateral Agent or the 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.

                  SECTION 6.21 Control by the Controlling Party. The Indenture
Collateral Agent shall comply with notices and instructions given by the Issuer
only if accompanied by the written consent of the Controlling Party, except that
if any Event of Default shall have occurred and be continuing, the Indenture
Collateral Agent shall act upon and comply with notices and instructions given
by the Controlling Party alone in the place and stead of the Issuer.

                                   ARTICLE VII

                         Noteholders' Lists and Reports

                  SECTION 7.1 Issuer To Furnish To Trustee Names and Addresses
of Noteholders. The Issuer will furnish or cause to be furnished to the Trustee
(a) not more than five days after each Record Date a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
such Record Date, (b) at such other times as the 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 Trustee is the
Note Registrar, no such list shall be required to be furnished. The Trustee or,
if the Trustee is not the Note Registrar, the Issuer shall furnish to the
Security Insurer in writing on an annual basis on each December 31 (beginning on
December 31, 2002) and at such other times as the Security Insurer may request a
copy of the list.

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<PAGE>

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

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

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

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


                  (i)   deliver to the Trustee, at least 2 Business Days prior
         to the date the Issuer is required to file the same with the
         Commission, hard and electronic copies of the annual reports and of the
         information, documents and other reports (or copies of such portions of
         any of the foregoing as the Commission may from time to time by rules
         and regulations prescribe) which the Issuer may be required to file
         with the Commission pursuant to Section 13 or 15(d) of the Exchange
         Act;

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

                  (b)   Unless the Issuer otherwise determines, the fiscal year
         of the Issuer shall end on September 30 of each year.

                  SECTION 7.4 Reports by Trustee. If required by TIA Section
313(a), within 60 days after each December 1, beginning with December 1, 2002,
the Trustee shall mail to each Noteholder as required by TIA Section 313(c) a
brief report dated as of such date that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Noteholders shall be filed by the Trustee with the Commission and each stock
exchange, if any, on which the Notes are listed.

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<PAGE>

The Issuer shall notify the Trustee if and when the Notes are listed on any
stock exchange and shall provide the appropriate address or addresses to which
each report need be sent.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

                  SECTION 8.1. Collection of Money. Except as otherwise
expressly provided herein, the 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 Trustee pursuant to this Indenture. The Trustee shall apply
all such money received by it or the Indenture Collateral Agent 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 Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

                  SECTION 8.2 Trust Accounts. (a) On or prior to the Closing
Date, the Issuer shall cause the Servicer to establish and maintain, in the name
of the Trustee, for the benefit of the Noteholders, the Certificateholders and
the Security Insurer, the Trust Accounts as provided in Section 5.1 of the Sale
and Servicing Agreement.

                  (b)  Subject to Section 5.6 of the Sale and Servicing
Agreement, on each Payment Date and Redemption Date, the Trustee shall
distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid on
the Notes for principal and interest in the following amounts and in the
following order of priority (except as otherwise provided in Section 5.6):

                  (i)  if such Payment Date is the Mandatory Redemption Date,
         then any amounts on deposit in the Note Distribution Account
         constituting the Prepayment Amount shall be distributed as follows: (A)
         if an amount equal to or less than $50,000 remains on deposit in the
         Pre-Funding Account at the end of the Funding Period, then the
         Prepayment Amount shall be distributed to the Class A-1 Notes on the
         Mandatory Redemption Date or (B) if an amount in excess of $50,000
         remains on deposit in the Pre-Funding Account at the end of the Funding
         Period, then the Prepayment Amount shall be distributed to each Class
         of Notes pro rata, based on the then current principal balance of each
         Class of the Notes on the Mandatory Redemption Date.

                  (ii) accrued and unpaid interest on the Notes; provided that
         if there are not sufficient funds in the Note Distribution Account to
         pay the entire amount of accrued and unpaid interest then due on each
         class of Notes, the amount in the Note Distribution

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<PAGE>

         Account shall be applied to the payment of such interest on each class
         of Notes pro rata on the basis of the amount of accrued and unpaid
         interest due on each class of Notes;

                  (iii) principal to the Holders of the Class A-1 Notes until
         the Outstanding Amount of the Class A-1 Notes is reduced to zero;

                  (iv)  principal to the Holders of the Class A-2 Notes until
         the Outstanding Amount of the Class A-2 Notes is reduced to zero;

                  (v)   principal to the Holders of the Class A-3 Notes until
         the Outstanding Amount of the Class A-3 Notes is reduced to zero; and

                  (vi)  principal to the Holders of the Class A-4 Notes until
         the Outstanding Amount of the Class A-4 Notes is reduced to zero.

                  SECTION 8.3 General Provisions Regarding Accounts. (a) So long
as no Default or Event of Default shall have occurred and be continuing, all or
a portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by the Trustee upon Issuer Order, subject to the
provisions of Section 5.1(b) of the Sale and Servicing Agreement. All income or
other gain from investments of moneys deposited in the Trust Accounts shall be
deposited (or caused to be deposited) by the Trustee in the Collection Account,
and any loss resulting from such investments shall be charged to such account.
The Issuer will not direct the Trustee to make any investment of any funds or to
sell any investment held in any of the Trust Accounts unless the security
interest Granted and perfected in such account will continue to be perfected in
such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Trustee to
make any such investment or sale, if requested by the Trustee, the Issuer shall
deliver to the Trustee and the Security Insurer an Opinion of Counsel,
acceptable to the Trustee and the Security Insurer, to such effect.

                  (b)   [Reserved]

                  (c)   Subject to Section 6.1(c), the 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 Trustee's failure to make payments on such Eligible
Investments issued by the Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.

                  (d)   If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Trustee by
12:00 noon Eastern Time (or such other time as may be agreed by the Issuer and
Trustee) on any Business Day; or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2, or, if such Notes
shall have been declared due and payable following an Event of Default, amounts
collected or receivable from the Trust Estate are being applied in accordance
with Section 5.5 as if there had not been such a declaration; then the Trustee
shall, to the fullest extent practicable, invest and reinvest funds in

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the Trust Accounts in investments of the type set forth in clause (g) of the
definition of Eligible Investments.

                  SECTION 8.4 Release of Trust Estate. (a) Subject to the
payment of its fees and expenses pursuant to Section 6.7, the Indenture
Collateral Agent may, and when required by the provisions of this Indenture or
Sale and Servicing Agreement shall, execute instruments to release property from
the, lien of this Indenture, or convey the Indenture Collateral Agent'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 Collateral Agent as provided in this Article VIII shall be
bound to ascertain the Indenture Collateral Agent's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

                  (b)  The Indenture Collateral Agent shall, at such time as the
Note Policy shall have terminated in accordance with its terms and there are no
Notes outstanding and all sums due the Security Insurer under the Insurance
Agreement and the Trustee pursuant to Section 6.7 have been paid, release any
remaining portion of the Trust Estate that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. The Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.4(b) only
upon receipt 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 Sections 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1.

                  SECTION 8.5 Opinion of Counsel. The Indenture Collateral Agent
shall receive at least seven days' written notice when requested by the Issuer
to take any action pursuant to Section 8.4(a), accompanied by copies of any
instruments involved, and the Trustee shall also require as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the Trustee
and not at the expense of the 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
Trustee in connection with any such action.

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 9.1 Supplemental Indentures Without Consent of
Noteholders. (a)Without the consent of the Holders of any Notes but with the
consent of the Security Insurer (unless an Insurer Default shall have occurred
and be continuing) and with prior notice to the

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Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the 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 Collateral Agent any property
         subject or required to be subjected to the lien of this Indenture, or
         to subject to the lien of this Indenture additional property;

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

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

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

                  (v)   to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture which may be
         inconsistent with any other provision herein or in any supplemental
         indenture or 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 or the Security Insurer without
         its consent;

                  (vi)  to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the Notes
         and to add to or change any of the provisions of this Indenture as
         shall be necessary to facilitate the administration of the trusts
         hereunder by more than one trustee, pursuant to the requirements of
         Article VI; 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 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 Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
the prior written consent of the Security Insurer (unless an Insurer Default has
occurred and is continuing) and prior notice to the

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Rating Agencies by the Issuer, as evidenced to the 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 Indenture; provided, however, that such action shall not,
adversely affect in any material respect the interests of any Noteholder or the
Security Insurer without its consent. An amendment described in this clause (b)
shall be deemed not to adversely affect the interests of any Noteholder if
either each Rating Agency confirms in writing that such amendment will not
result in a reduction or withdrawal of the then current rating of each Class of
Notes or none of the Rating Agencies, within 10 days' after receipt of notice of
such amendment, notifies the Seller, the Servicer or the Trust in writing that
such amendment will result in a reduction or withdrawal of the then current
ratings of the Notes.

                  SECTION 9.2 Supplemental Indentures with Consent of
Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order,
also may, with prior notice to the Rating Agencies, with the consent of the
Security Insurer (unless an Insurer Default shall have occurred and be
continuing) 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 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 Indenture; provided,
however, that, subject to the express rights of the Security Insurer under the
Basic Documents, 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 provision 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;

                  (ii) 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);

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

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

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                  (v)    reduce the percentage of the Outstanding Amount of the
         Notes required to direct the Trustee to direct the Issuer to sell or
         liquidate the Trust Estate pursuant to Section 5.4;

                  (vi)   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;

                  (vii)  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;

                  (viii) 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 or in any of the Basic Documents, 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; or

                  (ix)   adversely affect the interests of the Security Insurer
         without its prior consent.

                  The Trustee may determine whether or not any Notes would be
affected by any supplemental indenture and any such determination shall be
conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder. The 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 Trustee of
any supplemental indenture pursuant to this Section, the 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 Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

                  SECTION 9.3 Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted

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by this Indenture. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

                  SECTION 9.4  Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and 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 Trustee, the Issuer and the Holders of the Notes shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

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

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

                                    ARTICLE X

                               Redemption of Notes

                  SECTION 10.1 Redemption. (a) The Notes are subject to
redemption in whole, but not in part, at the direction of the Seller pursuant to
Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which
the Servicer exercises its option to purchase the Trust Estate pursuant to said
Section 9.1(a), for a purchase price equal to the Redemption Price; provided,
however, that the Issuer has available funds sufficient to pay the Redemption
Price. The Servicer or the Issuer shall furnish the Security Insurer and the
Rating Agencies notice of such redemption. If the Notes are to be redeemed
pursuant to this Section 10.1(a), the Servicer or the Issuer shall furnish
notice of such election to the Trustee not later than 35 days prior to the
Redemption Date and the Issuer shall deposit with the 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 10.2 to each Holder of Notes.

                  (b)   Reserved.

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                  (c)   In the event that the assets of the Trust are sold
pursuant to Section 9.1 of the Sale and Servicing Agreement, all amounts on
deposit in the Note Distribution Account shall be paid to the Noteholders up to
the Outstanding Amount of the Notes and all accrued and unpaid interest thereon
and the Security Insurer shall receive all amounts then owing to it. If amounts
are to be paid to Noteholders pursuant to this Section 10.1(c), the Servicer or
the Issuer shall, to the extent practicable, furnish notice of such event to the
Trustee and the Security Insurer not later than 45 days prior to the Redemption
Date whereupon all such amounts shall be payable on the Redemption Date.

                  SECTION 10.2 Form of Redemption Notice. (a) Notice of
redemption under Section 10.1(a) shall be given by the Trustee by facsimile or
by first-class mail, postage prepaid, transmitted or mailed 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 appearing in the Note Register.

                  All notices of redemption shall state:

                  (i)   the Redemption Date;

                  (ii)  the Redemption Price;

                  (iii) that the Record Date otherwise applicable to such
         Redemption Date is not applicable and that payments shall be made only
         upon presentation and surrender of such Notes and the place where such
         Notes are to be surrendered for payment of the Redemption Price (which
         shall be the office or agency of the Issuer to be maintained as
         provided in Section 3.2); 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
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.

                  (b)   Prior notice of redemption under Sections 10.1(b) is not
required to be given to Noteholders.

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

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                                   ARTICLE XI

                                  Miscellaneous

                  SECTION 11.1 Compliance Certificates and Opinions, etc. (a)
Upon any application or request by the Issuer to the Trustee or the Indenture
Collateral Agent to take any action under any provision of this Indenture, the
Issuer shall furnish to the Trustee or the Indenture Collateral Agent, as the
case may be, and to the Security Insurer if the application or request is made
to the Indenture Collateral Agent (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section, 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 Collateral Agent that is to
         be made the basis for the release of any property or securities subject
         to the lien of this Indenture, the Issuer shall, in addition to any
         obligation imposed in Section 11.1(a) or elsewhere in this Indenture,
         furnish to the Indenture Collateral Agent and the Security Insurer an
         Officer's Certificate certifying or stating the opinion of each person
         signing such certificate as to the fair value (within 90 days of such
         deposit) to the Issuer of the Collateral or other property or
         securities to be so deposited.

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                 (ii)  Whenever the Issuer is required to furnish to the
         Indenture Collateral Agent and the Security Insurer 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 Collateral Agent and the Security Insurer 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 1% percent of the Outstanding Amount of the Notes.

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

                 (iv)  Whenever the Issuer is required to furnish to the Trustee
         and the Security Insurer 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 Collateral
         Agent and the Security Insurer an Independent Certificate as to the
         same matters if the fair value of the property or securities and of all
         other property other than Purchased Receivables and Defaulted
         Receivables, or securities released from the lien of this Indenture
         since the commencement of the then current calendar year, as set forth
         in the certificates required by clause (iii) 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 1%
         percent of the then Outstanding Amount of the Notes.

                 (v)   Notwithstanding Section 2.9, Section 8.4 or any other
         provision of this Section, the Issuer may (A) collect, liquidate, sell
         or otherwise dispose of Receivables, Financed Vehicles or related
         property 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 and shall
         not be required in connection therewith to deliver the certificates and
         opinions described above or in Section 8.5.

                 SECTION 11.2 Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person,

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

          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 his or her 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, the Seller or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Servicer, the Seller
or the Issuer, 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 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 Trustee's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article
VI.

          SECTION 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the 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 6.1)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section.

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

          (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
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

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

          (a) The Trustee by any Noteholder or by the Issuer shall be sufficient
for every purpose hereunder if personally delivered, delivered by overnight
courier, mailed certified mail, return receipt requested or sent by facsimile
and shall be deemed to have been duly given upon receipt to the Trustee at its
Corporate Trust Office, or

          (b) The Issuer by the Trustee or by any Noteholder shall be sufficient
for every purpose hereunder if personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be deemed
to have been duly given upon receipt to the Issuer addressed to: Franklin Auto
Trust 2002-1, in care of Deutsche Bank Trust Company Delaware, 1011 Centre Road,
Suite 200, Wilmington, DE 19805-1266, with a copy to Deutsche Bank Trust Company
Americas, 4 Albany Street, 10th Floor, New York, New York 10006, Attention:
Corporate Trust & Agency Group-Structured Finance or at any other address
previously furnished in writing to the Trustee by Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the Trustee.

          (c) The Security Insurer by the Issuer or the Trustee shall be
sufficient for any purpose hereunder if in writing and mailed by registered mail
or personally delivered or telexed or telecopied to the recipient as follows: to
the Security Insurer: MBIA Insurance Corporation, 113 King Street, Armonk, NY
10504, Attention: Insured Portfolio Management - SF, Fax: 914-765-3131, Ph:
(914) 273-4545.

          Notices required to be given to the Rating Agencies by the Issuer, the
Trustee or the Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10004 and (ii) in
the case of S&P, at the following address: Standard & Poor's Ratings Services,
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.

                                       70

<PAGE>

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

          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 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 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 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this Indenture for such payments or
notices, provided that such methods are reasonable and consented to by the
Trustee (which consent shall not be unreasonably withheld). The Issuer will
furnish to the Trustee a copy of each such agreement and the Trustee will cause
payments to be made and notices to be given in accordance with such agreements.

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

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

                                       71

<PAGE>

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

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

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

          SECTION 11.11 Benefits of Indenture. The Security Insurer and its
successors and assigns shall be a third-party beneficiary to the provisions of
this Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture so long as no Insurer Default shall have occurred
and be continuing. 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, the Security Insurer 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. The Security Insurer may disclaim any of its rights
and powers under this Indenture (in which case the Indenture Trustee may
exercise such right or power hereunder), but not its duties and obligations
under the Note Policy, upon delivery of a written notice to the Trustee.

          SECTION 11.12 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 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 an which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

          SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE
327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

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

          SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at

                                       72

<PAGE>

its expense accompanied by an Opinion of Counsel (which may be counsel to the
Trustee or any other counsel reasonably acceptable to the Trustee and the
Security Insurer) 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 Trustee or the Indenture
Collateral Agent under this Indenture.

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

          SECTION 11.17 No Petition. The Trustee and the Indenture Collateral
Agent, by entering into this Indenture, and each Noteholder, by accepting a
Note, hereby covenant and agree that they will not prior to one year and one day
after the termination of this Agreement institute against the Seller, or the
Issuer, or join in any institution against the Seller, or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents.

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

                                       73

<PAGE>

          SECTION 11.19 No Joint Venture. Nothing herein contained shall be
deemed or construed to create a co-partnership or joint venture between the
parties hereto and the services of the Servicer shall be rendered as an
independent contractor and not as agent for the Trustee.

          SECTION 11.20 Security Insurer as Controlling Party. Each Noteholder
by purchase of the Notes held by it acknowledges that as partial consideration
of the issuance of the Note Policy and pursuant to the terms of this Agreement,
the Security Insurer shall have certain rights hereunder, which rights may be
limited should an Insurer Default occur and be continuing.

                      [THIS SPACE LEFT INTENTIONALLY BLANK]





                                       74

<PAGE>

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

                         FRANKLIN AUTO TRUST 2002-1



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

                         By: /s/ Susan Barstock
                             ------------------------------------
                             Name:  Susan Barstock
                             Title: Vice President

                         THE BANK OF NEW YORK, not in its individual
                             capacity but solely as Trustee and as Indenture
                             Collateral Agent

                         By: /s/ Erwin Soriano
                             ------------------------------------
                             Name:  Erwin Soriano
                             Title: Assistant Treasurer

                                       75

<PAGE>


REGISTERED                       [Form of Note]                      Exhibit D-1


                                  $ 37,000,000

No. 1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                               CUSIP No. 35242RAN4

                              ISIN No. US35242RAN44

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

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

                           FRANKLIN AUTO TRUST 2002-1

                                    CLASS A-1
                           1.92625% ASSET BACKED NOTES

                  Franklin Auto Trust 2002-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of thirty-SEVEN MILLION DOLLARS payable on
each Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $37,000,000 and the denominator of which is
$37,000,000 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 3.1 of the Indenture, provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the June 2003 Payment
Date (the "Class A-1 Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown 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).
Interest on this Note will accrue for each Payment Date from

                                     D-1-1

<PAGE>

and including the twentieth day of the calendar month preceding the related
Payment Date to but excluding the twentieth day of the calendar month of the
related Payment Date. Interest will be computed on the basis of the actual days
elapsed 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.

                  The Notes are entitled to the benefits of a note guaranty
insurance policy (the "Note Policy") issued by MBIA Insurance Corporation (the
"Security Insurer"), pursuant to which the Security Insurer has unconditionally
guaranteed payments of Note Policy Claim Amount on each Payment Date, all as
more fully set forth in the Indenture.

                  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 Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                     D-1-2

<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.

                                          FRANKLIN AUTO TRUST 2002-1

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


                                              By:____________________________
                                                 Name:
                                                 Title:
                                                 Date:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-1 Notes designated above and
referred to in the within-mentioned Indenture.

Date:  June 13, 2002

                                          THE BANK OF NEW YORK, not in its
                                          individual capacity but solely as
                                          Trustee,

                                          By:________________________________
                                             Authorized Signatory

                                     D-1-3


<PAGE>

                                [REVERSE OF NOTE]


                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 1.92625% Asset Backed Notes (herein called
the "Class A-1 Notes"), all issued under an Indenture dated as of June 1, 2002
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and The Bank of New York, as trustee (the "Trustee", which
term includes any successor Trustee under the Indenture, and the "Indenture
Collateral Agent", which term includes any successor Indenture Collateral Agent
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 Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes (together, the "Notes") are and will be equally and
ratably 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
twentieth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing in July 2002.

                  As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class A-1 Final Scheduled
Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) or
10.1(c) of the Indenture. In addition, as described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the Mandatory
Redemption Date, if any, pursuant to Section 8.2(b)(i) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable (i) on the date on which an Event of Default shall have
occurred and be continuing so long as an Insurer Default shall not have occurred
and be continuing and provided that the Controlling Party declares the Notes to
be immediately due and payable or (ii) if an Insurer Default shall have occurred
and be continuing, on the date on which an Event of Default shall have occurred
and be continuing and the Trustee or the Holders of the Notes representing at
least 66-2/3% of the Outstanding Amount of the Notes have declared the Notes to
be immediately due and payable in the manner provided in Section 5.2 and Section
5.6 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 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

                                     D-1-4

<PAGE>

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 Trustee, in the name
of and on behalf of the Issuer, will notify the Person who was the Holder hereof
as of the Record Date preceding such Payment Date by notice mailed 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 Trustee's principal Corporate
Trust Office or at the office of the 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-1 Interest Rate to the extent lawful.

                  As provided in the Indenture, the Notes may be redeemed (a)
pursuant to Section 10.1(a) of the Indenture, in whole, but not in part, at the
option of the Servicer (with the consent of the Security Insurer under certain
circumstances), on any Payment Date on or after the date on which the Pool
Balance is less than or equal to 10% of the Original Pool Balance, and (b)
pursuant to and in accordance with Section 8.2(b)(i) of the Indenture, in whole
or in part, on the Payment Date that is the Mandatory Redemption Date in the
event that any Pre-Funded Amount remains on deposit in the Pre-Funding Account
on such Payment Date after giving effect to the purchase of all Subsequent
Receivables, including any such purchase on such Payment Date.

                  As provided in the Indenture and subject to certain
limitations set forth therein, 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, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his 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 Securities Transfer Agents
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Note Registrar in addition to, or in substitution for,
Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such
other documents as the Trustee may require, 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.

                                     D-1-5

<PAGE>

                  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, the Indenture Collateral Agent or
the 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 Trustee, the Indenture Collateral Agent or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Seller, the Servicer, the Trustee, the Indenture Collateral Agent 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 Trustee or of any
successor or assign of the Seller, the Servicer, the Trustee, the Indenture
Collateral Agent or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee, the
Indenture Collateral Agent and the Owner Trustee have no such obligations in
their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any 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
that by accepting the benefits of the Indenture that such Noteholder will not at
any time institute against the Seller, or the Issuer or join in any institution
against the Seller, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

                  The Issuer and the Noteholder (by acceptance of this Note)
intend and agree, and the Issuer hereby instructs the Indenture Trustee, to
treat and to take no action inconsistent with the treatment of, this Note as
indebtedness for federal income tax purposes and for purposes of applicable
state or local income taxes, franchise taxes, and any other taxes imposed upon
or measured by net income.

                  It is the agreement and intent of the Issuer and each
Noteholder (by acceptance of this Note) that the Issuer shall, for federal
income tax purposes and, to the extent permitted by law, for purposes of
applicable state or local income taxes, franchise taxes and any other taxes
imposed upon or measured by net income, be disregarded as an entity apart from
its owner, the Seller, if the Seller is the sole Certificateholder, or treated
as a partnership if there is more than one Certificateholder; provided, however,
that if any Class of Notes is deemed for federal income tax purposes (or for
purposes of any state or local income tax, franchise tax or other tax imposed
upon or measured by net income) to represent an equity interest in the Issuer,
it is the intent and agreement of the Issuer and each Noteholder (by its
acceptance of this Note) that the Issuer shall, to the extent permitted by law,
be treated for purposes of any such tax which treats Notes in such manner as a
partnership among the affected Class of Noteholders and the Certificateholder.
The Issuer and each Noteholder (by acceptance of this Note) intend and agree,
and the Issuer hereby instructs the Indenture Trustee, to treat and to take no
action inconsistent with the treatment of the Issuer, the Certificate and the
Notes for federal income tax purposes, and for purposes of

                                     D-1-6

<PAGE>

state, local or other income tax, franchise tax or other tax based upon or
measured by net income, in the manner set forth above.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Trustee and the Security Insurer and any agent of the
Issuer, the Trustee or the Security Insurer 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 neither the Issuer, the Trustee nor any
such agent shall be affected by notice to the contrary.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Security Insurer and
of the Holders of Notes representing a majority of the Outstanding Amount of all
Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of Notes representing specified percentages of the Outstanding
Amount of the Notes, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note (or any one 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 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 Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Trustee and
the Holders of Notes under the Indenture.

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

                  This Indenture shall be construed in accordance with the laws
of the State of New York including, without limitation, Sections 5-1401 and
5-1402 of the New York General Obligations Law and Rule 327(b) of the New York
Civil Practice Laws and Rules, and the obligations, rights and remedies of the
parties hereunder 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.

                                     D-1-7

<PAGE>

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Deutsche
Bank Trust Company Delaware in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuer. The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Indenture or 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.

                                     D-1-8

<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:            ___________              _______________________/1/
                                            Signature Guaranteed:



_________________________________________________________________________

                          ___________________________












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

                                     D-1-9

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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

Date:

                                     _______________________________, not in its
                                     individual capacity but solely as Trustee,

                               By:______________________
                                 Authorized Signatory

                                     D-1-1

<PAGE>

REGISTERED                       [Form of Note]                      Exhibit D-2

                                  $59,000,000

No. 1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                               CUSIP No. 35242RAP9
                              ISIN No. US35242RAP91

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

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

                           FRANKLIN AUTO TRUST 2002-1

                                    CLASS A-2
                            2.83% ASSET BACKED NOTES

                  Franklin Auto Trust 2002-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FIFTY-NINE MILLION DOLLARS payable on
each Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $59,000,000 and the denominator of which is
$59,000,000 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 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the May 2005 Payment
Date (the "Class A-2 Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown 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).
Interest on this Note will accrue for each Payment Date from and including the
twentieth day of the calendar month preceding the related Payment Date to but

                                     D-2-1

<PAGE>

excluding the twentieth day of the calendar month of the related Payment Date.
Interest will be computed on the basis of a 360-day year consisting 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.

                  The Notes are entitled to the benefits of a note guaranty
insurance policy (the "Note Policy") issued by MBIA Insurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of Note Policy Claim Amount on each Payment Date, all as more fully set
forth in the Indenture.

                  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 Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                     D-2-2

<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.

                                           FRANKLIN AUTO TRUST 2002-1

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


                                               By:____________________________
                                                  Name:
                                                  Title:
                                                  Date:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-2 Notes designated above and
referred to in the within-mentioned Indenture.

Date:  June 13, 2002

                                           THE BANK OF NEW YORK, not in its
                                           individual capacity but solely as
                                           Trustee,

                                           By:_________________________________
                                              Authorized Signatory

                                     D-2-3

<PAGE>

                                [REVERSE OF NOTE]


                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 2.83% Asset Backed Notes (herein called the
"Class A-2 Notes"), all issued under an Indenture dated as of June 1, 2002 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and The Bank of New York, as trustee (the "Trustee", which
term includes any successor Trustee under the Indenture, and the "Indenture
Collateral Agent", which term includes any successor Indenture Collateral Agent
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 Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes (together, the "Notes") are and will be equally and
ratably 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. "Payment Date" means the
twentieth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing in July 2002.

                  As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class A-2 Final Scheduled
Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) or
10.1(c) of the Indenture. In addition, as described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the Mandatory
Redemption Date, if any, pursuant to Section 8.2(b)(i) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable (i) on the date on which an Event of Default shall have
occurred and be continuing so long as an Insurer Default shall not have occurred
and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Notes representing at least
66-2/3% of the Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 and Section
5.6 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 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

                                     D-2-4

<PAGE>

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 Trustee, in the name of and on behalf of
the Issuer, will notify the Person who was the Holder hereof as of the Record
Date preceding such Payment Date by notice mailed 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 Trustee's principal Corporate Trust Office or at
the office of the 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 Interest Rate to the extent lawful.

                  As provided in the Indenture, the Notes may be redeemed (a)
pursuant to Section 10.1(a) of the Indenture, in whole, but not in part, at the
option of the Servicer (with the consent of the Insurer under certain
circumstances), on any Payment Date on or after the date on which the Pool
Balance is less than or equal to 10% of the Original Pool Balance, and (b)
pursuant to and in accordance with Section 8.2(b)(i) of the Indenture, in whole
or in part, on the Payment Date that is the Mandatory Redemption Date in the
event that any Pre-Funded Amount remains on deposit in the Pre-Funding Account
on such Payment Date after giving effect to the purchase of all Subsequent
Receivables, including any such purchase on such Payment Date.

                  As provided in the Indenture and subject to certain
limitations set forth therein, 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, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his 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 Securities Transfer Agents
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Note Registrar in addition to, or in substitution for,
Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such
other documents as the Trustee may require, 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.

                  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,

                                     D-2-5

<PAGE>

directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee, the Indenture Collateral Agent or the 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 Trustee, the Indenture Collateral
Agent or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the Trustee,
the Indenture Collateral Agent or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
Owner Trustee, the Indenture Collateral Agent or the Trustee or of any successor
or assign of the Seller, the Servicer, the Trustee, the Indenture Collateral
Agent or the Owner Trustee in its individual capacity, except as any such Person
may have expressly agreed (it being understood that the Trustee, the Indenture
Collateral Agent and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
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
that by accepting the benefits of the Indenture that such Noteholder will not at
any time institute against the Seller, or the Issuer or join in any institution
against the Seller, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

                  The Issuer and the Noteholder (by acceptance of this Note)
intend and agree, and the Issuer hereby instructs the Indenture Trustee, to
treat and to take no action inconsistent with the treatment of, this Note as
indebtedness for federal income tax purposes and for purposes of applicable
state or local income taxes, franchise taxes, and any other taxes imposed upon
or measured by net income.

                  It is the agreement and intent of the Issuer and each
Noteholder (by acceptance of this Note) that the Issuer shall, for federal
income tax purposes and, to the extent permitted by law, for purposes of
applicable state or local income taxes, franchise taxes and any other taxes
imposed upon or measured by net income, be disregarded as an entity apart from
its owner, the Seller, if the Seller is the sole Certificateholder, or treated
as a partnership if there is more than one Certificateholder; provided, however,
that if any Class of Notes is deemed for federal income tax purposes (or for
purposes of any state or local income tax, franchise tax or other tax imposed
upon or measured by net income) to represent an equity interest in the Issuer,
it is the intent and agreement of the Issuer and each Noteholder (by its
acceptance of this Note) that the Issuer shall, to the extent permitted by law,
be treated for purposes of any such tax which treats Notes in such manner as a
partnership among the affected Class of Noteholders and the Certificateholder.
The Issuer and each Noteholder (by acceptance of this Note) intend and agree,
and the Issuer hereby instructs the Indenture Trustee, to treat and to take no
action inconsistent with the treatment of the Issuer, the Certificate and the
Notes for federal income tax purposes, and for purposes of state, local or other
income tax, franchise tax or other tax based upon or measured by net income, in
the manner set forth above.

                                     D-2-6

<PAGE>

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Trustee and the Insurer and any agent of the Issuer,
the Trustee or the Insurer 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 neither the Issuer, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Holders of Notes representing a majority of the Outstanding Amount of all Notes
at the time Outstanding. The Indenture also contains provisions permitting the
Holders of Notes representing specified percentages of the Outstanding Amount of
the Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one 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 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 Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Trustee and
the Holders of Notes under the Indenture.

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

                  This Indenture shall be construed in accordance with the laws
of the State of New York including, without limitation, Sections 5-1401 and
5-1402 of the New York General Obligations Law and Rule 327(b) of the New York
Civil Practice Laws and Rules, and the obligations, rights and remedies of the
parties hereunder 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 Indenture or the Basic Documents, neither Deutsche
Bank Trust Company Delaware in its

                                     D-2-7

<PAGE>

individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or 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.

                                     D-2-8

<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:            __________________________________/1/
                           Signature Guaranteed:


____________________________________________________________



















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


                                     D-2-9

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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

Date:

                                     _______________________________, not in its
                                     individual capacity but solely as Trustee,

                               By:______________________
                                  Authorized Signatory

                                     D-2-1

<PAGE>


REGISTERED                       [Form of Note]                      Exhibit D-3

                                  $65,000,000

No. 1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                               CUSIP No. 35242RAQ7
                              ISIN No. US35242RAQ74

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

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

                           FRANKLIN AUTO TRUST 2002-1

                                    CLASS A-3
                            3.74% ASSET BACKED NOTES

                  Franklin Auto Trust 2002-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of SIXTY-FIVE MILLION DOLLARS payable on
each Payment Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $65,000,000 and the denominator of which is
$65,000,000 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 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the November 2006
Payment Date (the "Class A-3 Final Scheduled Payment Date"). The Issuer will pay
interest on this Note at the rate per annum shown 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).
Interest on this Note will accrue for each Payment Date from and including the
twentieth day of the calendar month preceding the related

                                     D-3-1

<PAGE>

Payment Date to but excluding the twentieth day of the calendar month of the
related Payment Date. Interest will be computed on the basis of a 360-day year
consisting 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.

                  The Notes are entitled to the benefits of a note guaranty
insurance policy (the "Note Policy") issued by MBIA Insurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of Note Policy Claim Amount on each Payment Date, all as more fully set
forth in the Indenture.

                  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 Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                     D-3-2

<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.

                                           FRANKLIN AUTO TRUST 2002-1

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


                                               By:____________________________
                                                  Name:
                                                  Title:
                                                  Date:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-2 Notes designated above and
referred to in the within-mentioned Indenture.

Date:  June 13, 2002

                                           THE BANK OF NEW YORK, not in its
                                           individual capacity but solely as
                                           Trustee,

                                           By:_________________________________
                                              Authorized Signatory

                                     D-3-3

<PAGE>

                                [REVERSE OF NOTE]


                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 3.74% Asset Backed Notes (herein called the
"Class A-3 Notes"), all issued under an Indenture dated as of June 1, 2002 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and The Bank of New York, as trustee (the "Trustee", which
term includes any successor Trustee under the Indenture, and the "Indenture
Collateral Agent", which term includes any successor Indenture Collateral Agent
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 Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes (together, the "Notes") are and will be equally and
ratably 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. "Payment Date" means the
twentieth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing in July 2002.

                  As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class A-3 Final Scheduled
Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) or
10.1(c) of the Indenture. In addition, as described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the Mandatory
Redemption Date, if any, pursuant to Section 8.2(b)(i) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable (i) on the date on which an Event of Default shall have
occurred and be continuing so long as an Insurer Default shall not have occurred
and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Notes representing at least
66-2/3% of the Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 and Section
5.6 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 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

                                     D-3-4

<PAGE>

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 Trustee, in the name of and on behalf of
the Issuer, will notify the Person who was the Holder hereof as of the Record
Date preceding such Payment Date by notice mailed 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 Trustee's principal Corporate Trust Office or at
the office of the 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 Interest Rate to the extent lawful.

                  As provided in the Indenture, the Notes may be redeemed (a)
pursuant to Section 10.1(a) of the Indenture, in whole, but not in part, at the
option of the Servicer (with the consent of the Insurer under certain
circumstances), on any Payment Date on or after the date on which the Pool
Balance is less than or equal to 10% of the Original Pool Balance, and (b)
pursuant to and in accordance with Section 8.2(b)(i) of the Indenture, in whole
or in part, on the Payment Date that is the Mandatory Redemption Date in the
event that any Pre-Funded Amount remains on deposit in the Pre-Funding Account
on such Payment Date after giving effect to the purchase of all Subsequent
Receivables, including any such purchase on such Payment Date.

                  As provided in the Indenture and subject to certain
limitations set forth therein, 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, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his 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 Securities Transfer Agents
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Note Registrar in addition to, or in substitution for,
Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such
other documents as the Trustee may require, 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.

                  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,

                                     D-3-5

<PAGE>

directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee, the Indenture Collateral Agent or the 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 Trustee, the Indenture Collateral
Agent or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the Trustee,
the Indenture Collateral Agent or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
Owner Trustee, the Indenture Collateral Agent or the Trustee or of any successor
or assign of the Seller, the Servicer, the Trustee, the Indenture Collateral
Agent or the Owner Trustee in its individual capacity, except as any such Person
may have expressly agreed (it being understood that the Trustee, the Indenture
Collateral Agent and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
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
that by accepting the benefits of the Indenture that such Noteholder will not at
any time institute against the Seller, or the Issuer or join in any institution
against the Seller, or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

                  The Issuer and the Noteholder (by acceptance of this Note)
intend and agree, and the Issuer hereby instructs the Indenture Trustee, to
treat and to take no action inconsistent with the treatment of, this Note as
indebtedness for federal income tax purposes and for purposes of applicable
state or local income taxes, franchise taxes, and any other taxes imposed upon
or measured by net income.

                  It is the agreement and intent of the Issuer and each
Noteholder (by acceptance of this Note) that the Issuer shall, for federal
income tax purposes and, to the extent permitted by law, for purposes of
applicable state or local income taxes, franchise taxes and any other taxes
imposed upon or measured by net income, be disregarded as an entity apart from
its owner, the Seller, if the Seller is the sole Certificateholder, or treated
as a partnership if there is more than one Certificateholder; provided, however,
that if any Class of Notes is deemed for federal income tax purposes (or for
purposes of any state or local income tax, franchise tax or other tax imposed
upon or measured by net income) to represent an equity interest in the Issuer,
it is the intent and agreement of the Issuer and each Noteholder (by its
acceptance of this Note) that the Issuer shall, to the extent permitted by law,
be treated for purposes of any such tax which treats Notes in such manner as a
partnership among the affected Class of Noteholders and the Certificateholder.
The Issuer and each Noteholder (by acceptance of this Note) intend and agree,
and the Issuer hereby instructs the Indenture Trustee, to treat and to take no
action inconsistent with the treatment of the Issuer, the Certificate and the
Notes for federal income tax purposes, and for purposes of state, local or other
income tax, franchise tax or other tax based upon or measured by net income, in
the manner set forth above.

                                     D-3-6

<PAGE>

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Trustee and the Insurer and any agent of the Issuer,
the Trustee or the Insurer 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 neither the Issuer, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Holders of Notes representing a majority of the Outstanding Amount of all Notes
at the time Outstanding. The Indenture also contains provisions permitting the
Holders of Notes representing specified percentages of the Outstanding Amount of
the Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one 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 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 Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Trustee and
the Holders of Notes under the Indenture.

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

                  This Indenture shall be construed in accordance with the laws
of the State of New York including, without limitation, Sections 5-1401 and
5-1402 of the New York General Obligations Law and Rule 327(b) of the New York
Civil Practice Laws and Rules, and the obligations, rights and remedies of the
parties hereunder 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 Indenture or the Basic Documents, neither Deutsche
Bank Trust Company Delaware in its

                                     D-3-7

<PAGE>

individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or 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.

                                     D-3-8

<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:            __________________________________/1/
                           Signature Guaranteed:


_____________________________________________________________




















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

                                     D-3-9

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:

                                   _______________________________, not in its
                                   individual capacity but solely as Trustee,

                              By:______________________
                                Authorized Signatory

                                     D-3-1