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                                                                     Exhibit 4.3

                           AMBAC ASSURANCE CORPORATION

                         NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0675BE

Insured Party:            The Indenture Trustee for the benefit of the Holders
                          of the Capital One Auto Finance Trust 2003-A Class A
                          Notes issued pursuant to the Indenture.

Insured Obligations:      To the extent set forth herein, the aggregate interest
                          on and the Aggregate Outstanding Principal Balance of
                          all Class A Notes owned by Holders, such principal
                          balance not to exceed in the aggregate $1,125,000,000.

Policy Claim Amounts:     (i)  With respect to each Payment Date, the excess, if
                          any, without duplication, of (a) the Scheduled Payment
                          minus (b) the sum of, without duplication: (x) all
                          amounts available for payment of the Scheduled
                          Payments under the Transaction Documents, including,
                          but not limited to, from amounts on deposit in the
                          Revenue Fund and the Reserve Fund and any other
                          Accounts available for payment of Scheduled Payments
                          on the Class A Notes on such Payment Date and (z) any
                          other amounts available pursuant to the Transaction
                          Documents to pay the Scheduled Payments on such
                          Payment Date, in each case to the extent available in
                          accordance with the priorities set forth in the
                          Indenture, and (ii) with respect to any Preference
                          Payment Date, Preference Amounts; provided, however,
                          that the aggregate amount of all such Preference
                          Amounts shall be subject to the limitations in such
                          definition; provided, further, that in no event shall
                          the aggregate amount payable by the Insurer under this
                          Policy exceed the Maximum Insured Amount.

       For consideration received, AMBAC ASSURANCE CORPORATION, a Wisconsin
domiciled stock insurance corporation ("Ambac" or the "Insurer"), in
consideration of the payment of the insurance premium payable with respect
hereto, hereby unconditionally and irrevocably guarantees, subject only to (i)
proper presentation of a Notice in accordance with the terms of this Note
Guaranty Insurance Policy (together with each and every endorsement, if any,
hereto, the "Policy") and (ii) the terms of the Policy, the payment to, or at
the direction of, the Indenture Trustee, for the benefit of the Holders of the
Insured Obligations, that portion of the Policy Claim Amounts which are Due for
Payment but are unpaid by reason of Nonpayment.

       1.  Definitions.

       Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Insurance Agreement or, if not defined therein,
in the Indenture, without giving

<PAGE>

effect to any subsequent amendment or modification thereto unless such amendment
or modification has been approved in writing by Ambac. For purposes of the
Policy, the following terms shall have the following meanings:

       "Accounts" shall have the meaning assigned thereto in Section 5.01 of the
Indenture.

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

       "Bankruptcy Code" shall mean Title 11 of the United States Code.

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

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

       "COAF Party" shall mean any of the Issuer, the Transferor, the Servicer,
the Seller and any of their respective Affiliates.

       "Collection Period" shall mean each calendar month and the "related"
Collection Period means, with respect to any Determination Date, the Collection
Period ending on such Determination Date, and with respect to any Payment Date,
the Collection Period preceding the month in which such Payment Date occurs.

       "Due for Payment" shall mean, with respect to any Policy Claim Amounts,
such amount as is due and payable pursuant to the terms of the Indenture.

       "Final Scheduled Payment Date" shall mean, with respect to (i) the Class
A-1 Notes, June 15, 2004, (ii) the Class A-2 Notes, March 15, 2006, (iii) the
Class A-3-A Notes, October 15, 2007, (iv) the Class A-3-B Notes, October 15,
2007, (v) the Class A-4-A Notes, January 15, 2010 and (vi) the Class A-4-B
Notes, January 15, 2010.

       "First Payment Date" means July 15, 2003.

       "Holder" shall mean any registered or beneficial owner of a Class A Note
(other than a COAF Party).

       "Indenture" shall mean that certain Indenture, dated as of June 3, 2003,
by and between the Issuer and the Indenture Trustee.

                                        2

<PAGE>

       "Indenture Trustee" shall mean JPMorgan Chase Bank, not in its individual
capacity but as trustee under the Indenture, and its successors and assigns in
such capacity.

       "Insurance Agreement" shall mean that certain Insurance and Indemnity
Agreement, dated as of June 3, 2003, among the Insurer, the Servicer, the
Transferor, the Seller, the Issuer and the Indenture Trustee, in regard to the
Class A Notes, as such agreement may be amended, modified or supplemented from
time to time.

       "Insured Payments" shall mean, (i) with respect to any Payment Date, the
aggregate amount actually paid by the Insurer to, or at the direction of, the
Indenture Trustee in respect of Policy Claim Amounts for such Payment Date and
(ii) the aggregate amount of any Preference Amounts paid by the Insurer on any
given Business Day.

       "Insurer" shall mean Ambac, or any successor thereto, as issuer of this
Policy.

       "Interest Carryover Amount" means, with respect to any Payment Date, the
amount of Class A Note Interest due and payable on the prior Payment Date but
not paid, if any, together with interest thereon (to the extent permitted by
law) at the related Class A Interest Rate.

       "Interest Rate" shall mean, with respect to (i) the Class A-1 Notes,
1.25063% per annum, (ii) the Class A-2 Notes, 1.40% per annum, (iii) the Class
A-3-A Notes, 1.83% per annum, (iv) the Class A-3-B Notes, LIBOR plus 0.16% per
annum, (v) the Class A-4-A Notes, 2.47% per annum and (vi) the Class A-4-B
Notes, LIBOR plus 0.28% per annum.

       "Issuer" shall mean Capital One Auto Finance Trust 2003-A, a Delaware
statutory trust.

       "Late Payment Rate" shall mean the rate of interest as it is publicly
announced by Citibank, N.A. at its principal office in New York, New York as its
prime rate (any change in such prime rate of interest to be effective on the
date such change is announced by Citibank, N.A.), plus 3%. The Late Payment Rate
shall be computed on the basis of a year of 365 days calculating the actual
number of days elapsed. In no event shall the Late Payment Rate exceed the
maximum rate permissible under any applicable law limiting interest rates.

       "Maximum Insured Amount" shall mean $1,125,000,000 in respect of
principal, plus interest thereon calculated at the applicable Interest Rate for
the Class A Notes.

       "Nonpayment" shall mean, with respect to any Payment Date, Policy Claim
Amounts which are Due for Payment but have not been paid pursuant to the
Indenture.

       "Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A or
Exhibit B, as applicable, to this Policy, the original of which is subsequently
delivered by registered or certified mail, from the Indenture Trustee specifying
the amount of any Insured Payment which shall be due and owing.

       "Order" shall have the meaning given such term in Section 8 hereto.

                                        3

<PAGE>

       "Payment Date" shall mean the 15th day of each month during which any
Class A Notes remain Outstanding (provided if any such date is not a Business
Day, then the Payment Date shall be the next succeeding Business Day) beginning
on July 15, 2003.

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

       "Preference Amount" shall mean any interest on or principal of the Class
A Notes which has become Due for Payment, the Nonpayment of which would have
been covered by the Policy, and which was made to a Holder by or on behalf of
the Issuer which has been deemed a preferential transfer and recoverable, or
theretofore recovered, from its Holder pursuant to the Bankruptcy Code in
accordance with a final, nonappealable order of a court of competent
jurisdiction; provided that any Preference Amount that constitutes interest
shall be limited to the amount of interest on the Aggregate Outstanding
Principal Balance of the Class A Notes (calculated at the Interest Rate for the
relevant class of Class A Notes) accrued as of the last day of the applicable
interest accrual period with respect to the Class A Notes and shall not, in any
event, include any interest on the Class A Notes accrued after such date or any
interest on such interest amount; provided, further, that in no event shall
Ambac be obligated to make any payment in respect to any Preference Amount to
the extent that such payment, when added to all prior payments of Policy Claim
Amounts, would exceed the Maximum Insured Amount.

       "Preference Payment Date" shall have the meaning given such term in
Section 8 hereto.

       "Principal Deficit" means, with respect to any Payment Date, the excess,
if any, of (i) the Aggregate Outstanding Principal Balance of the Class A Notes
as of the prior Payment Date (after application of all payments on such date);
over (ii) the sum of (i) the amount of the Aggregate Receivable Balance (as of
the last day of the related Collection Period) and (ii) the amount on deposit in
the Pre-Funding Account (as of the last day of the related Collection Period).

       "Reimbursement Amount" shall mean, as of any Payment Date, the sum of(x)
(i) all Insured Payments paid by Ambac, but for which Ambac has not been
reimbursed prior to such Payment Date, plus (ii) interest accrued on such
Insured Payments not previously repaid calculated at the Late Payment Rate from
the date the Indenture Trustee, or any other Person at its direction, received
the related Insured Payments or the date such Insured Payments were made, and
(y) without duplication (i) any amounts then due and owing to Ambac under the
Insurance Agreement or the Indenture plus (ii) interest on such amounts at the
Late Payment Rate.

       "Reserve Fund" shall mean the account designated as such, established and
maintained pursuant to Section 5.01 of the Indenture.

       "Scheduled Payments" shall mean, with respect to any Payment Date, an
amount equal to the sum of (a) the Class A Note Interest and the Principal
Deficit for the related Payment Date and, without duplication, (b) if the
related Payment Date is the Final Scheduled Payment Date for any class of Class
A Notes, the Aggregate Outstanding Principal Balance of such Class on

                                        4

<PAGE>

such date; provided that Scheduled Payments shall not include (x) any portion of
Class A Note Interest or of an Interest Carryover Amount due to Holders because
the Notice in proper form was not timely received by Ambac, or (y) any portion
of Class A Note Interest due to Holders representing interest on any Interest
Carryover Amount accrued from and including the date of payment of the amount of
such Interest Carryover Amount pursuant to the Policy.

     2.    Payments under the Policy.

     (a)   Upon the presentation by the Indenture Trustee to Ambac at Ambac's
           principal office in respect of the applicable Payment Date of a duly
           executed Notice, Ambac will make or cause to be made to the Indenture
           Trustee, on the guarantee set forth in the first paragraph of this
           Policy, payment in an amount equal to the applicable Policy Claim
           Amount.

     (b)   Amounts payable in respect of any Policy Claim Amounts due hereunder,
           unless otherwise stated herein, will be distributed by Ambac to, or
           at the direction of, the Indenture Trustee, by wire transfer of
           immediately available funds. Solely the Indenture Trustee on behalf
           of the Holders shall have the right to make a claim for an Insured
           Payment under this Policy.

     (c)   Ambac's payment obligations hereunder with respect to particular
           Policy Claim Amounts shall be discharged to the extent funds equal to
           the applicable Policy Claim Amounts are paid by Ambac to, or at the
           direction of, the Indenture Trustee in accordance with the Indenture
           Trustee's requests, whether or not such funds are properly applied by
           the Indenture Trustee. Payments of Policy Claim Amounts shall be made
           only at the time set forth in this Policy, and no accelerated Insured
           Payments shall be made except to the extent that Ambac has specified
           an earlier date for payment at its sole option. This Policy does not
           insure against loss of any prepayment or other acceleration payment
           which at any time may become due in respect of any Insured
           Obligations, other than at the sole option of the Insurer, nor
           against any risk other than Nonpayment, including failure of the
           Indenture Trustee to pay any Policy Claim Amounts or Scheduled
           Payments due to Holders.

     (d)   Notwithstanding anything to the contrary set forth herein, in no
           event shall the aggregate amount paid by Ambac hereunder exceed the
           Maximum Insured Amount hereunder.

     3.    Presentation of Notice of Non-Payment and Demand.

     (a)   Notwithstanding any other provision of this Policy but subject to
           Section 8 hereof with respect to Preference Amounts, the Insurer will
           pay any Policy Claim Amounts payable hereunder other than with
           respect to Preference Amounts to, or at the direction of, the
           Indenture Trustee no later than 12:00 noon, New York City time, on
           the later of (i) the Payment Date on which the related Policy Claim
           Amount is due for payment under the Indenture or (ii) the second
           Business Day following actual receipt in New York, New York on a
           Business Day by the Insurer of a Notice in the form attached as
           Exhibit A, appropriately completed and

                                        5

<PAGE>

           executed by the Indenture Trustee; provided that, if such Notice is
           received after 12:00 noon, New York City time, on such Business Day,
           it will be deemed to be received before 12:00 noon on the following
           Business Day.

     (b)   If any such Notice is not in proper form or is otherwise insufficient
           for the purpose of making a claim under this Policy, it shall be
           deemed not to have been received by the Insurer for purposes of this
           Policy, and the Insurer shall promptly so advise the Indenture
           Trustee in writing and the Indenture Trustee may submit an amended or
           corrected Notice. If such an amended or corrected Notice is in proper
           form and is otherwise sufficient for the purpose of making a claim
           under this Policy, it shall be deemed to have been timely received on
           the Business Day of such resubmission subject to the proviso in (a)
           above.

     4.    Waiver. Ambac's obligations to make payment under this Policy are
irrevocable, absolute and unconditional, irrespective of the value, genuineness,
validity, legality or enforceability of the Indenture or any other agreement or
instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or security for the amounts Due for Payment
hereunder, and, to the fullest extent permitted by applicable law, Ambac hereby
waives any legal or equitable defense to payment under this Policy, including
fraud in the inducement or fraud in the fact. Ambac hereby expressly waives
diligence, presentment, protest and any requirement that the Indenture Trustee
exhaust any right, power or remedy or proceed against the Issuer, or against any
other person under any other guarantee of, or security for, the Indenture,
provided that the Indenture Trustee shall be required to deliver a Notice as
contemplated by this Policy. None of the foregoing waivers shall prejudice any
claim Ambac may have, whether directly or as subrogee, subsequent to making such
payment to the Indenture Trustee in accordance with this Policy.

     5.    Subrogation. Upon any payment hereunder, in furtherance and not in
limitation of Ambac's equitable right of subrogation and Ambac's rights under
the Insurance Agreement, Ambac will, to the extent of such payment by Ambac
hereunder, be subrogated to the rights of any Holder to receive any and all
amounts due in respect of the Insured Obligations as to which such Insured
Payment was made, to the extent of any payment by Ambac under this Policy and
Ambac will be a co-beneficiary of the Indenture Trustee's lien under the
Indenture.

     6.    Communications. All notices (including Notices), presentations,
transmissions, deliveries and communications made by the Indenture Trustee to
Ambac with respect to this Policy shall specifically refer to the number of this
Policy and shall be made to Ambac at:

           Ambac Assurance Corporation
           One State Street Plaza
           New York, New York 10004
           Attention:  Asset-Backed Securities Department Head
                       General Counsel - URGENT
           Phone:      (212) 208-3283
           Fax:        (212) 556-3556

                                        6

<PAGE>

or to such other address, officer, telephone number or facsimile number as Ambac
may designate to the Indenture Trustee from time to time.

     7.    Nature of the Obligations. Except as expressly provided herein, the
obligations of Ambac under this Policy are irrevocable, absolute and
unconditional.

     8.    Termination. This Policy and the obligations of Ambac hereunder shall
terminate upon the earlier of:

     (a)   the date on which all of the Policy Claim Amounts have been paid in
           full by Ambac to, or at the direction of, the Indenture Trustee; or

     (b)   the close of business on the third (3rd) Business Day after the
           earlier of (a) the Final Scheduled Payment Date that occurs last for
           a class of Class A Notes and (b) the date on which all principal and
           interest on the Class A Notes has been paid in full;

provided, however, that notwithstanding the occurrence of any of the foregoing
events, the Insurer shall pay any Preference Amount when due to be paid pursuant
to an Order referred to below, but in any event no earlier than the fifth
Business Day following actual receipt by the Insurer of (i) a certified copy of
the final, nonappealable order of a court or other body exercising jurisdiction
to the effect that a Holder is required to return such Preference Amount paid
during the term of this Policy because the payments of such amounts were avoided
as a preferential transfer or otherwise rescinded or required to be restored by
the Indenture Trustee or such Holder (the "Order"), (ii) an opinion of counsel
satisfactory to the Insurer stating that the Order has been entered and is final
and not subject to any stay, (iii) an assignment, in form and substance
satisfactory to the Insurer, duly executed and delivered by such Holder and the
Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of
the Indenture Trustee and such Holder relating to or arising under the Indenture
or otherwise with respect to such Preference Amount, (iv) appropriate
instruments in form satisfactory to the Insurer to effect the appointment of the
Insurer as agent for the Indenture Trustee and such Holder in any legal
proceeding related to such Preference Amount, and (v) a Notice (in the form
attached as Exhibit B) appropriately completed and executed by the Indenture
Trustee (the "Preference Payment Date"); provided, further, that (I) if such
documents are received by the Insurer after 12:00 noon, New York City time, on
such Business Day, they will be deemed to be received on the following Business
Day, (II) the Insurer shall not be obligated to pay any Preference Amount in
respect of principal (other than the Principal Deficit) prior to the Final
Scheduled Payment Date for the relevant class of Class A Notes and (III) any
Preference Amount that constitutes interest shall be limited to the amount of
interest on the Aggregate Outstanding Principal Balance of the Class A Notes
(calculated at the Interest Rate for the relevant class of Class A Notes)
accrued as of the last day of the applicable interest accrual period with
respect to the Class A Notes and shall not, in any event, include any interest
on the Class A Notes accrued after such date or any interest on such interest
amount. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Indenture Trustee or the Holder directly, unless the Indenture Trustee or the
relevant Holder has made a payment of the Preference Amount to the court or such
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order, in which case the Insurer will pay the

                                        7

<PAGE>

Indenture Trustee, or as directed by the Indenture Trustee, to the extent of the
payment of the Preference Amount, subject to the delivery of (a) the items
referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and
(b) evidence satisfactory to the Insurer that payment has been made to such
court or receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Order.

     Notwithstanding the foregoing, in no event shall Ambac be obligated to make
any payment in respect of any Preference Amount (i) to the extent that such
payment, when added to all prior payments of Policy Claim Amounts, would exceed
the Maximum Insured Amount or (ii) prior to the time Ambac would have been
required to make an Insured Payment pursuant to Section 3 of this Policy.

     9.    There shall be no acceleration payment due under this Policy unless
such acceleration is at the sole option of the Insurer. This Policy does not
cover (i) premiums, if any, payable in respect of the Class A Notes, (ii)
shortfalls, if any, attributable to any payment of withholding taxes (including
penalties and interest in respect of any such liability) or (iii) any risk other
than Nonpayment, including the failure of the Indenture Trustee to apply,
disburse, transfer or direct Policy payments or Monthly Available Funds or other
amounts in accordance with the Indenture to Holders or to any other party.

     10.   Miscellaneous.

     (a)   This Policy sets forth the full understanding of Ambac and, except as
           expressly provided herein, or as otherwise agreed in writing
           hereafter by Ambac and the Indenture Trustee, may not be canceled or
           revoked.

     (b)   This Policy is issued pursuant to, and shall be construed under, the
           laws of the State of New York, without giving effect to the conflicts
           of laws rules thereof, as contemplated in Section 5-1401 of the New
           York General Obligations Law.

     (c)   THE INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE
           PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF
           THE NEW YORK INSURANCE LAW.

     (d)   Any notice hereunder or service of process on Ambac may be made at
           the address listed above for Ambac or such other address as Ambac
           shall specify in writing to the Indenture Trustee.

     (e)   The premium of this Policy is not refundable for any reason. The
           premium will be payable on this Policy on each Payment Date as
           provided in the Insurance Agreement, beginning with the First Payment
           Date.

     ANY   PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL

                                        8

<PAGE>

PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.

                                        9

<PAGE>

     IN WITNESS WHEREOF, Ambac has caused this Note Guaranty Insurance Policy to
be executed and attested this third day of June, 2003.

                                      AMBAC ASSURANCE CORPORATION


                                      By: /s/ Michael Babick
                                          ___________________________
                                          Name: Michael Babick
                                          Title: First Vice President
Attest:
/s/ Melissa L. Velie
_______________________________
Name: Melissa L. Velie
Title: Assistant Secretary and
Assistant Vice President

                                       10

<PAGE>

                                    EXHIBIT A

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0675BE


                         NOTICE OF NONPAYMENT AND DEMAND
                         FOR PAYMENT OF INSURED AMOUNTS
                         (OTHER THAN PREFERENCE AMOUNT)

                                 Date: _________

Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: Asset-Backed Securities Department Head
           General Counsel - URGENT

     Reference is made to Note Guaranty Insurance Policy No. __________ (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms capitalized
herein and not otherwise defined shall have the meanings specified in the
Policy, unless the context otherwise requires.

     The undersigned hereby certifies as follows:

     1.  It is the Indenture Trustee under the Indenture, and is acting for the
         Holders.

     2.  The relevant Payment Date is [date].

     3.  There is an amount of $_____________ with respect to such Payment Date,
         which amount is a Policy Claim Amount which is Due for Payment.

     4.  The Indenture Trustee has not heretofore made a demand for the Policy
         Claim Amount in respect of such Payment Date.

     5.  The Indenture Trustee hereby requests the payment of the Policy Claim
         Amount that is Due for Payment be made by Ambac under the Policy and
         directs that payment under the Policy be made to the Indenture Trustee
         to the following account by bank wire transfer of federal or other
         immediately available funds in accordance with the terms of the Policy
         to:_____________./1/


----------------------
/1/      The account number of the Indenture Trustee.

                                       A-1

<PAGE>

     6.  The Indenture Trustee hereby agrees that, following receipt by the
         Indenture Trustee of the Insured Payment from Ambac, it shall (a) hold
         such amounts in trust and apply the same directly to the distribution
         of payments in respect of the Class A Notes when due, (b) not apply
         such funds for any other purpose, and (c) maintain an accurate record
         of such payments with respect to the Class A Notes and the
         corresponding claim on the Policy and proceeds thereof.

     7.  The Indenture Trustee hereby assigns to Ambac all rights, and confirms
         that the Holders have assigned all rights, under the Insured
         Obligations in respect of which payment is being requested to Ambac.

     ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.

                                                By: ____________________________


                                                Title: _________________________
                                                               (Officer)

                                       A-2

<PAGE>

                                    EXHIBIT B

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0675BE

                         NOTICE OF NONPAYMENT AND DEMAND
                        FOR PAYMENT OF PREFERENCE AMOUNT

                                 Date: _________

Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: Asset-Backed Securities Department Head
           General Counsel - URGENT

     Reference is made to Note Guaranty Insurance Policy No. __________ (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms capitalized
herein and not otherwise defined shall have the meanings specified in the
Policy, unless the context otherwise requires.

     The undersigned hereby certifies as follows:

     1.  It is the Indenture Trustee under the Indenture, and is acting for the
         Holders.

     2.  [A payment previously made in respect of the Class A Notes pursuant to
         the Indenture has become a Preference Amount, as indicated by the
         attached Order.]

     3.  The Holder of the applicable Class A Notes has certified that the Order
         has been entered and is not subject to stay.

     4.  The amount of the Preference Amount is $___________, and consists of
         interest in the amount of $___________ paid on ___________, _______,
         [and principal in the amount of $___________ paid on ___________,
         _______.]

     5.  Neither the Indenture Trustee nor the Holder has heretofore made a
         demand for such Preference Amount.

     6.  The Indenture Trustee hereby requests the payment of the Insured
         Payment be made by Ambac under the Policy and directs that payment
         under the Policy be made to the Indenture Trustee to the following
         account

                                       B-1

<PAGE>

         by bank wire transfer of federal or other immediately available funds
         in accordance with the terms of the Policy to:_______./2/

     7.  The Indenture Trustee hereby agrees that if such Insured Payment is
         made to the Indenture Trustee, following receipt of such Insured
         Payment from Ambac, it shall (a) hold such amounts in trust and apply
         the same directly to the Holder for payment of the Preference Amount,
         (b) not apply such funds for any other purpose, and (c) maintain an
         accurate record of such payments with respect to the Class A Notes and
         the corresponding claim on the Policy and proceeds thereof.

     8.  The Indenture Trustee hereby assigns to Ambac all rights, and confirms
         that the Holders have assigned all rights, under the Insured
         Obligations in respect of which payment is being requested to Ambac.

     ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.

                                             By: _______________________________


                                             Title: ____________________________
                                                            (Officer)

----------------------
/2/  The account of the relevant receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order, unless the Holder or Indenture Trustee
has already paid such Preference Amount to such party, in which case, the
account of the payor.

                                       B-2