Indenture



 



EXHIBIT 4.1


EXECUTION COPY






VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-1



Class A-1 1.005% Auto Loan Asset Backed Notes



Class A-2 1.110% Auto Loan Asset Backed Notes


Class A-3 1.490% Auto Loan Asset Backed Notes


Class A-4 1.930% Auto Loan Asset Backed Notes


   Class B 0.000% Auto Loan Asset Backed Notes










INDENTURE



Dated as of June 27, 2003











The Bank of New York, as the Indenture Trustee







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CROSS REFERENCE TABLE1




	 	 	 	 	 	 	 
	TIA	 	 	 	Indenture
	Section	 	 	 	Section
	310	 	
(a) (1)
	 	 	6.11	 
	 	 	
(a) (2)
	 	 	6.11	 
	 	 	
(a) (3)
	 	 	6.10; 6.11	 
	 	 	
(a) (4)
	 	 	N.A.2	 
	 	 	
(a) (5)
	 	 	6.11	 
	 	 	
(b)
	 	 	6.8; 6.11	 
	 	 	
(c)
	 	 	N.A.	 
	311	 	
(a)
	 	 	6.12	 
	 	 	
(b)
	 	 	6.12	 
	 	 	
(c)
	 	 	N.A.	 
	312	 	
(a)
	 	 	7.1	 
	 	 	
(b)
	 	 	7.2	 
	 	 	
(c)
	 	 	7.2	 
	313	 	
(a)
	 	 	7.3	 
	 	 	
(b) (1)
	 	 	7.3	 
	 	 	
(b) (2)
	 	 	7.3	 
	 	 	
(c)
	 	 	7.3	 
	 	 	
(d)
	 	 	7.3	 
	314	 	
(a)
	 	 	3.9	 
	 	 	
(b)
	 	 	11.15; 3.6	 
	 	 	
(c) (1)
	 	 	11.15	 
	 	 	
(c) (2)
	 	 	11.1	 
	 	 	
(c) (3)
	 	 	11.1	 
	 	 	
(d)
	 	 	11.1	 
	 	 	
(e)
	 	 	11.1	 
	 	 	
(f)
	 	 	N.A.	 
	315	 	
(a)
	 	 	6.1(b)	 
	 	 	
(b)
	 	 	6.5(b)	 
	 	 	
(c)
	 	 	6.1(a)	 
	 	 	
(d)
	 	 	6.1(c)	 
	 	 	
(e)
	 	 	5.13	 
	316	 	
(a) (1) (A)
	 	 	5.11	 
	 	 	
(a) (1) (B)
	 	 	5.12	 
	 	 	
(a) (2)
	 	 	N.A.	 
	 	 	
(b)
	 	 	5.7	 
	 	 	
(c)
	 	 	5.6(b)	 
	317	 	
(a) (1)
	 	 	5.3(b)	 
	 	 	
(a) (2)
	 	 	5.3(d)	 
	 	 	
(b)
	 	 	3.3	 
	318	 	
(a)
	 	 	11.7	 








	1	 	Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.
	 
	2	 	N.A. means Not Applicable.


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TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	Page
	ARTICLE I                      DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	2	 
	 	SECTION 1.1 Definitions
	 	 	2	 
	 	SECTION 1.2 Incorporation by Reference of Trust Indenture Act
	 	 	2	 
	 	SECTION 1.3 Other Interpretive Provisions
	 	 	2	 
	ARTICLE
II                      THE NOTES
	 	 	3	 
	 	SECTION 2.1 Form
	 	 	3	 
	 	SECTION 2.2 Execution, Authentication and Delivery
	 	 	3	 
	 	SECTION 2.3 Temporary Notes
	 	 	4	 
	 	SECTION 2.4 Registration of Transfer and Exchange
	 	 	4	 
	 	SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes
	 	 	6	 
	 	SECTION 2.6 Persons Deemed Owners
	 	 	6	 
	 	SECTION 2.7 Payment of Principal and Interest; Defaulted Interest
	 	 	7	 
	 	SECTION 2.8 Cancellation
	 	 	7	 
	 	SECTION 2.9 Release of Collateral
	 	 	8	 
	 	SECTION 2.10 Book-Entry Notes
	 	 	8	 
	 	SECTION 2.11 Notices to Clearing Agency
	 	 	9	 
	 	SECTION 2.12 Definitive Notes
	 	 	9	 
	 	SECTION 2.13 Authenticating Agents
	 	 	9	 
	 	SECTION 2.14 Tax Treatment
	 	 	10	 
	 	SECTION 2.15 Transfer of Class B Notes
	 	 	10	 
	ARTICLE III                      COVENANTS
	 	 	11	 
	 	SECTION 3.1 Payment of Principal and Interest
	 	 	11	 
	 	SECTION 3.2 Maintenance of Office or Agency
	 	 	11	 
	 	SECTION 3.3 Money for Payments To Be Held in Trust
	 	 	11	 
	 	SECTION 3.4 Existence
	 	 	13	 
	 	SECTION 3.5 Protection of Collateral
	 	 	13	 
	 	SECTION 3.6 Opinions as to Collateral
	 	 	13	 
	 	SECTION 3.7 Performance of Obligations; Servicing of Receivables
	 	 	14	 
	 	SECTION 3.8 Negative Covenants
	 	 	14	 
	 	SECTION 3.9 Annual Compliance Statement
	 	 	15	 
	 	SECTION 3.10 Servicer’s Obligations
	 	 	16	 
	 	SECTION 3.11 Restrictions on Certain Other Activities
	 	 	16	 
	 	SECTION 3.12 Restricted Payments
	 	 	16	 



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	 	 	 	Page
	 	SECTION 3.13 Notice of Events of Default
	 	 	17	 
	 	SECTION 3.14 Further Instruments and Acts
	 	 	17	 
	 	SECTION 3.15 Compliance with Laws
	 	 	17	 
	 	SECTION 3.16 Removal of Administrator
	 	 	17	 
	 	SECTION 3.17 Perfection Representations
	 	 	17	 
	ARTICLE IV                      SATISFACTION AND DISCHARGE
	 	 	17	 
	 	SECTION 4.1 Satisfaction and Discharge of Indenture
	 	 	17	 
	 	SECTION 4.2 Application of Trust Money
	 	 	18	 
	 	SECTION 4.3 Repayment of Monies Held by Paying Agent
	 	 	19	 
	ARTICLE V                      REMEDIES
	 	 	19	 
	 	SECTION 5.1 Events of Default
	 	 	19	 
	 	SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default
	 	 	20	 
	 	SECTION 5.3 Collection of Indebtedness and Suits for Enforcement
by the Indenture Trustee
	 	 	21	 
	 	SECTION 5.4 Remedies; Priorities
	 	 	23	 
	 	SECTION 5.5 Optional Preservation of the Collateral
	 	 	25	 
	 	SECTION 5.6 Limitation of Suits
	 	 	25	 
	 	SECTION 5.7 Unconditional Rights of Noteholders To Receive
Principal and Interest
	 	 	26	 
	 	SECTION 5.8 Restoration of Rights and Remedies
	 	 	26	 
	 	SECTION 5.9 Rights and Remedies Cumulative
	 	 	26	 
	 	SECTION 5.10 Delay or Omission Not a Waiver
	 	 	27	 
	 	SECTION 5.11 Control by Noteholders
	 	 	27	 
	 	SECTION 5.12 Waiver of Past Defaults
	 	 	28	 
	 	SECTION 5.13 Undertaking for Costs
	 	 	28	 
	 	SECTION 5.14 Waiver of Stay or Extension Laws
	 	 	28	 
	 	SECTION 5.15 Action on Notes
	 	 	28	 
	 	SECTION 5.16 Performance and Enforcement of Certain Obligations
	 	 	29	 
	 	SECTION 5.17 Sale of Collateral
	 	 	29	 
	ARTICLE VI                      THE INDENTURE TRUSTEE
	 	 	30	 
	 	SECTION 6.1 Duties of the Indenture Trustee
	 	 	30	 
	 	SECTION 6.2 Rights of the Indenture Trustee
	 	 	31	 



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	 	 	 	Page
	 	SECTION 6.3 Individual Rights of the Indenture Trustee
	 	 	32	 
	 	SECTION 6.4 The Indenture Trustee’s Disclaimer
	 	 	32	 
	 	SECTION 6.5 Notice of Defaults
	 	 	32	 
	 	SECTION 6.6 Reports by the Indenture Trustee to Noteholders
	 	 	32	 
	 	SECTION 6.7 Compensation and Indemnity
	 	 	33	 
	 	SECTION 6.8 Removal, Resignation and Replacement of the Indenture Trustee
	 	 	33	 
	 	SECTION 6.9 Successor Indenture Trustee by Merger
	 	 	34	 
	 	SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee

	 	 	35	 
	 	
SECTION 6.11 Eligibility; Disqualification
	 	 	36	 
	 	SECTION 6.12 Preferential Collection of Claims Against the Issuer
	 	 	36	 
	 	SECTION 6.13 Representations and Warranties
	 	 	36	 
	ARTICLE VII                      NOTEHOLDERS’ LISTS AND REPORTS
	 	 	36	 
	 	SECTION 7.1 The Issuer to Furnish the Indenture Trustee Names and
Addresses of Noteholders
	 	 	36	 
	 	SECTION 7.2 Preservation of Information; Communications to Noteholders
	 	 	37	 
	 	SECTION 7.3 Reports by the Indenture Trustee
	 	 	37	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	37	 
	 	SECTION 8.1 Collection of Money
	 	 	37	 
	 	SECTION 8.2 Trust Accounts
	 	 	38	 
	 	SECTION 8.3 General Provisions Regarding Accounts
	 	 	38	 
	 	SECTION 8.4 Release of Collateral
	 	 	39	 
	 	SECTION 8.5 Opinion of Counsel
	 	 	40	 
	ARTICLE IX                      SUPPLEMENTAL INDENTURES
	 	 	40	 
	 	SECTION 9.1 Supplemental Indentures Without Consent of Noteholders
	 	 	40	 
	 	SECTION 9.2 Supplemental Indentures with Consent of Noteholders
	 	 	41	 
	 	SECTION 9.3 Execution of Supplemental Indentures
	 	 	43	 
	 	SECTION 9.4 Effect of Supplemental Indenture
	 	 	43	 
	 	SECTION 9.5 Conformity With Trust Indenture Act
	 	 	43	 
	 	SECTION 9.6 Reference in Notes to Supplemental Indentures
	 	 	44	 



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	 	 	 	Page
	ARTICLE X                      REDEMPTION OF NOTES
	 	 	44	 
	 	SECTION 10.1 Redemption
	 	 	44	 
	 	SECTION 10.2 Form of Redemption Notice
	 	 	44	 
	 	SECTION 10.3 Notes Payable on Redemption Date
	 	 	45	 
	ARTICLE XI                      MISCELLANEOUS
	 	 	45	 
	 	SECTION 11.1 Compliance Certificates and Opinions, etc.
	 	 	45	 
	 	SECTION 11.2 Form of Documents Delivered to the Indenture Trustee
	 	 	47	 
	 	SECTION 11.3 Acts of Noteholders
	 	 	47	 
	 	SECTION 11.4 Notices
	 	 	48	 
	 	SECTION 11.5 Notices to Noteholders; Waiver
	 	 	48	 
	 	SECTION 11.6 Alternate Payment and Notice Provisions
	 	 	49	 
	 	SECTION 11.7 Conflict with Trust Indenture Act
	 	 	49	 
	 	SECTION 11.8 Effect of Headings and Table of Contents
	 	 	49	 
	 	SECTION 11.9 Successors and Assigns
	 	 	49	 
	 	SECTION 11.10 Separability
	 	 	50	 
	 	SECTION 11.11 Benefits of Indenture
	 	 	50	 
	 	SECTION 11.12 Legal Holidays
	 	 	50	 
	 	SECTION 11.13 GOVERNING LAW
	 	 	50	 
	 	SECTION 11.14 Counterparts
	 	 	50	 
	 	SECTION 11.15 Recording of Indenture
	 	 	50	 
	 	SECTION 11.16 Trust Obligation
	 	 	50	 
	 	SECTION 11.17 No Petition
	 	 	51	 
	 	SECTION 11.18 Intent
	 	 	51	 
	 	SECTION 11.19 Submission to Jurisdiction
	 	 	51	 
	 	SECTION 11.20 Subordination of Claims
	 	 	52	 
	 	SECTION 11.21 Limitation of Liability of Owner Trustee
	 	 	53	 
	Exhibit A                      Forms of Notes
	 	 	 	 



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     This INDENTURE, dated as of June 27, 2003 (as amended, modified or
supplemented from time to time, this “Indenture”), is between VOLKSWAGEN AUTO
LOAN ENHANCED TRUST 2003-1, a Delaware statutory trust (the “Issuer”), and THE
BANK OF NEW YORK, a New York banking corporation, solely as trustee and not in
its individual capacity (the “Indenture Trustee”).


     Each party agrees as follows for the benefit of the other party and the
equal and ratable benefit of the Holders of the Issuer’s Class A-1 1.005% Auto
Loan Asset Backed Notes (the “Class A-1 Notes”), Class A-2 1.110% Auto Loan
Asset Backed Notes (the “Class A-2 Notes”), Class A-3 1.490% Auto Loan Asset
Backed Notes (the “Class A-3 Notes”), the Class A-4 1.930% Auto Loan Asset
Backed Notes (the “Class A-4 Notes”; together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and Class B
0.000% Auto Loan Asset Backed Notes (the “Class B Notes”; together with the
Class A Notes, the “Notes”).


GRANTING CLAUSE



     The Issuer, 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, hereby Grants in trust to the
Indenture Trustee on the Closing Date, as trustee for the benefit of the
Noteholders, all of the Issuer’s right, title and interest, whether now owned
or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and
future claims, demands, causes and choses in action in respect of any or all of
the Trust Estate and all payments on or under and all proceeds of every kind
and nature whatsoever in respect of any or all of the Trust Estate, 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, securities, financial
assets and other property which at any time constitute all or part of or are
included in the proceeds of any of the Trust Estate (collectively, the
“Collateral”).


     The Indenture Trustee, on behalf of the Noteholders, acknowledges the
foregoing Grant, accepts the trusts under this Indenture and agrees to perform
its duties required in this Indenture in accordance with the provisions of this
Indenture.


     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.


     Without limiting the foregoing Grant, any Receivable purchased by the
Seller or the Servicer pursuant to Section 2.3 or Section 3.6, respectively, of
the Sale and Servicing Agreement shall be deemed to be automatically released
from the lien of this Indenture without any action being taken by the Indenture
Trustee upon payment by the Seller or the Servicer, as applicable, of the
related Repurchase Price for such Repurchased Receivable.


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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE



     SECTION 1.1 Definitions. Capitalized terms are used in this Indenture as defined in
Appendix A to the Sale and Servicing Agreement, dated as of June 27, 2003 (as
amended, modified or supplemented from time to time, the “Sale and Servicing
Agreement”), among Volkswagen Public Auto Loan Securitization, LLC, as seller,
the Issuer, VW Credit, Inc., as servicer, and the Indenture Trustee.


     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 Indenture
Trustee.


     “obligor” on the indenture securities means the Issuer and any other
obligor on the indenture securities.


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


     SECTION 1.3 Other Interpretive Provisions. All terms defined in this Indenture shall
have the defined meanings when used in any certificate or other document
delivered pursuant hereto unless otherwise defined therein. For purposes of
this Indenture and all such certificates and other documents, unless the
context otherwise requires: (a) accounting terms not otherwise defined in this
Indenture, and accounting terms partly defined in this Indenture to the extent
not defined, shall have the respective meanings given to them under GAAP
(provided that, to the extent that the definitions in this Indenture and GAAP
conflict, the definitions in this Indenture shall control); (b) the words
“hereof,” “herein” and “hereunder” and words of similar import refer to this
Indenture as a whole and not to any particular provision of this Indenture; (c)
references to any Article, Section, Schedule or Exhibit are references to
Articles, Sections, Schedules and Exhibits in or to this Indenture and
references to any paragraph, subsection, clause or other subdivision within any
Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (d) the term “including” and all
variations thereof means “including without limitation”; (e) except as
otherwise expressly provided herein, references to any law or regulation refer
to that law or regulation as amended from time to time and include any
successor law or regulation; (f) references to any Person include that Person’s
successors and assigns; and (g) headings are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof.


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ARTICLE II THE NOTES



     SECTION 2.1 Form. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes and Class B Notes, in each case together with the Indenture Trustee’s
certificate of authentication, shall be in substantially the applicable form
set forth in Exhibit A hereto, 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 the Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of
the Note.


     Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A hereto 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 Indenture Trustee shall, upon Issuer Order, authenticate and deliver
Class A-1 Notes for original issue in an aggregate outstanding principal amount
of $315,000,000, Class A-2 Notes for original issue in an aggregate outstanding
principal amount of $370,000,000, Class A-3 Notes for original issue in an
aggregate outstanding principal amount of $385,000,000, Class A-4 Notes for
original issue in an aggregate outstanding principal amount of $214,173,000 and
Class B Notes for original issue in an aggregate outstanding principal amount
of $29,559,766. The aggregate outstanding principal amount of Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding
at any time may not exceed such 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 $100,000 and in
integral multiples of $1,000 in excess thereof (except for one Note of each
Class which may be issued in a denomination other than an integral multiple of
$1,000).


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


     SECTION 2.3 Temporary Notes. Pending the preparation of Definitive Notes, the Issuer
may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or


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otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not
inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.


     If temporary Notes are issued, the Issuer shall cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee upon Issuer Order 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 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 Indenture Trustee
shall initially 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 Indenture Trustee is appointed by the Issuer as
Note Registrar, the Issuer shall give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any
change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to
conclusively rely upon a certificate executed on behalf of Note Registrar by a
Responsible Officer thereof as to the names and addresses of the Noteholders
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 of the UCC are met, the Issuer shall execute and
upon its written request the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes, in any authorized
denominations, of the same Class and a like aggregate outstanding principal
amount.


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


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     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 and substance satisfactory to the Issuer and the
Indenture Trustee duly executed by the Noteholder thereof or its
attorney-in-fact duly authorized in writing, with such signature guaranteed by
an “eligible grantor institution” meeting the requirements of the Note
Registrar which requirements include membership or participation in a
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 Indenture Trustee may require.


     No service charge shall be made to a Noteholder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or Section 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 any Notes selected for redemption or of any Note for a period of
15 days preceding the due date for any payment with respect to such Note.


     By acquiring a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a
Class A-4 Note each purchaser and transferee shall be deemed to represent and
warrant that either (a) it is not acquiring such Note with the plan assets of
an “employee benefit plan” as defined in Section 3(3) of ERISA, which is
subject to Title I of ERISA, or a “plan” as defined in Section 4975 of the
Code; or (b) the acquisition and holding of such Note will not give rise to a
nonexempt prohibited transaction under Section 406(a) of ERISA of Section 4975
of the Code.


     No Class B Note may be acquired by or for the account of or with the
assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title I of ERISA, (b) a plan described in
Section 4975 of the Code or (c) any entity whose underlying assets include plan
assets by reason of a plan’s investment in the entity. By accepting and
holding a Class B Note, the holder thereof shall be deemed to have represented
and warranted that it is not a Benefit Plan and is not purchasing on behalf of
a Benefit Plan.


     The Indenture Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of
any interest in any Note other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.


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     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee such security or indemnity as
may be required by it to hold the Issuer and the Indenture Trustee harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a “protected purchaser”
(as contemplated by Article 8 of the UCC), and provided that the requirements
of Section 8-405 of the UCC are met, the Issuer shall execute and upon its
written request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note,
a replacement Note; provided 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 upon delivery of the security or indemnity
herein required 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 “protected purchaser” (as
contemplated by Article 8 of the UCC) of the original Note in lieu of which
such replacement Note was issued presents for payment such original Note, the
Issuer and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a “protected purchaser” (as
contemplated by Article 8 of the UCC), and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.


     Upon the issuance of any replacement Note under this Section 2.5, the
Issuer or the Indenture Trustee may require the payment by the Noteholder of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee or the Note Registrar) connected
therewith.


     Every replacement Note issued pursuant to this Section 2.5 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 2.5 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.


     SECTION 2.6 Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such
Note and for all other purposes whatsoever, whether or not such


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Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
Issuer or the Indenture 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 at their respective Interest Rates, and such interest shall be
payable on each Payment Date as specified therein, subject to Sections 3.1 and
8.2. 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 Payment Date for such Class (and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.1)
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 Section 8.2. Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes and all accrued interest
thereon shall be due and payable, if not previously paid, on the earlier
of (i) the date on which an Event of Default shall have occurred and be
continuing, if the Indenture Trustee or the Holders of a majority of the
aggregate outstanding principal amount of the Controlling Class, have
declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 and (ii) with respect to any Class of Notes, on
the Final Scheduled Payment Date for that Class. All principal payments
on each Class of Notes shall be made pro rata to the Noteholders of such
Class entitled thereto. The Indenture Trustee shall notify the Person in
whose name a Note is registered at the close of business on the Record
Date preceding the Payment Date on which Indenture Trustee expects that
the final installment of principal of and interest on such Note will be
paid. Such notice shall be transmitted 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.


     SECTION 2.8 Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than
the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated
and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange
for any Notes cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Order that they be returned to it;


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provided that such Issuer Order is timely and that such Notes have not been previously disposed of by the Indenture
Trustee.


     SECTION 2.9 Release of Collateral. Subject to Section 11.1, the Indenture Trustee
shall release property from the lien of this Indenture 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) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates. If
the Commission shall issue an exemptive order under TIA Section 304(d)
modifying the Issuer’s obligations under TIA Sections 314(c) and 314(d)(1),
subject to Section 11.1 and the terms of the Transaction Documents, the
Indenture Trustee shall release property from the lien of this Indenture in
accordance with the conditions and procedures set forth in such exemptive
order.


     SECTION 2.10 Book-Entry Notes. The Class A Notes, upon original issuance, will be
issued in the form of typewritten notes representing the Book-Entry Notes, to
be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing
Agency, by, or on behalf of, the Issuer. One fully registered Class A Note
shall be issued with respect to each $500 million in principal amount of each
Class of Class A Notes and any such lesser amount. Such Class A 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 shall receive a
Definitive Note representing such Note Owner’s interest in such Class A 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:


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


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


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


     (d)  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 or among such Note Owners and the Clearing Agency
and/or the Clearing Agency Participants or Persons acting through
Clearing Agency Participants. Pursuant to the Note Depository Agreement,
unless and until Definitive Notes are issued pursuant to Section 2.12,
the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Notes to such Clearing Agency
Participants; and


     (e)  whenever this Indenture requires or permits actions to be taken
based upon instructions or directions of Noteholders evidencing a
specified percentage of the aggregate outstanding principal amount of the
Outstanding Notes, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such
effect from


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Note Owners and/or Clearing Agency Participants or Persons
acting through Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the
Class A Notes and has delivered such instructions to the Indenture
Trustee.


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


     SECTION 2.12 Definitive Notes. The Class B Notes, upon original issuance, shall be
issued as Definitive Notes to be delivered to the Seller by or on behalf of the
Issuer. If (a) the Administrator advises the Indenture Trustee in writing that
the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Class A Notes, and the Administrator or
the Indenture Trustee is unable to locate a qualified successor, (b) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (c)
after the occurrence of an Event of Default, Note Owners representing
beneficial interests aggregating at least a majority of the aggregate
outstanding principal amount of the Outstanding Notes, voting together as a
single class, advise the Indenture Trustee through the Clearing Agency or its
successor in writing that the continuation of a book-entry system through the
Clearing Agency or its successor is no longer in the best interests of the Note
Owners, then the Clearing Agency shall notify all Note Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Note or Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the
Issuer shall execute and the Indenture Trustee shall authenticate the
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.


     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.


     SECTION 2.13 Authenticating Agents. Upon the request of the Issuer, the Indenture
Trustee shall, and if the Indenture Trustee so chooses, the Indenture Trustee
may appoint one or more Persons (each, an “Authenticating Agent”) with power to
act on its behalf and subject to its direction in the authentication of Notes
in connection with issuance, transfers and exchanges under Sections 2.2, 2.3,
2.4, 2.5 and 9.6, as fully to all intents and purposes as though each such
Authenticating Agent had been expressly authorized by those Sections to
authenticate such Notes. For all purposes of this Indenture, the
authentication of Notes by an Authenticating Agent pursuant to this Section
shall be deemed to be the authentication of Notes “by the Indenture Trustee.”
The Indenture Trustee shall be the Authenticating Agent in the absence of any
appointment thereof.


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


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


     (d)  The provisions of Section 6.4 shall be applicable to any
Authenticating Agent.


     SECTION 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes
shall be issued, with the intention that, solely for federal, state and local
income and franchise tax purposes, the Class A Notes shall qualify as
indebtedness secured by the Collateral. The Issuer, by entering into this
Indenture, and each Class A Noteholder, by its acceptance of a Class A Note
(and each Note Owner by its acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Class A Notes for federal, state and local
income and franchise tax purposes as indebtedness.


     SECTION 2.15 Transfer of Class B Notes. The Class B Notes, or any interest therein,
may only be transferred upon receipt by the Indenture Trustee and the Issuer of
an Opinion of Counsel, subject to the assumptions and qualifications stated
therein, and in a form substantially acceptable to the Indenture Trustee,
substantially to the effect that the transfer of the Class B Notes:



		
	 	     (a) will not adversely affect the tax characterization as debt of Notes of any
outstanding Class that were characterized as debt for federal income tax
purposes at the time of their issuance;
	 
	 	     (b) will not cause the Issuer to be deemed to be an association (or publicly
traded partnership) taxable as a corporation; and
	 
	 	     (c) will not cause or constitute an event in which gain or loss would be
recognized by any Noteholder.



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 and subject to
Section 8.2, on each Payment Date the Issuer shall cause to be paid all amounts
on deposit in the Collection Account which represent Available Funds for such
Payment Date, Advances made on such Payment Date pursuant to


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Section 4.3(c) of the Sale and Servicing Agreement and the Reserve Account Draw Amount for such
Payment Date received by the Servicer during the preceding Collection Period.
Amounts properly withheld under the Internal Revenue Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered to
have been paid by the Issuer to such Noteholder for all purposes of this
Indenture. The final interest payment on each Class of Notes is due on the
earlier of (a) the Payment Date (including any Redemption Date) on which the
principal amount of that Class of Notes is reduced to zero or (b) the
applicable Final Scheduled Payment Date for that Class of Notes.


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


     SECTION 3.3 Money for Payments To Be Held in Trust. As provided in Sections 8.2 and
5.4, all payments of amounts due and payable with respect to any Notes that are
to be made from amounts withdrawn from the Trust Accounts shall be made on
behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and
no amounts so withdrawn therefrom for payments on the Notes shall be paid over
to the Issuer except as provided in this Section and Section 4.4 of the Sale
and Servicing Agreement.


     On or prior to each Payment Date and Redemption Date, the Issuer shall
deposit or cause to be deposited into the Collection Account an aggregate sum
sufficient to pay the amounts then becoming due under the Notes, and the Paying
Agent shall hold such sum to be held in trust for the benefit of the Persons
entitled thereto pursuant to the Transaction Documents and (unless the Paying
Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in
writing of its action or failure so to act.


     The Issuer shall cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees to the extent relevant),
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 provided in the
Transaction Documents;



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




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




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




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



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


     Subject to applicable laws with respect to the escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and distributed by the Indenture Trustee to the Issuer on Issuer Request
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Indenture Trustee or such Paying Agent,
before being required to make any such repayment, shall at the reasonable
expense of the Issuer cause to be published once, in an Authorized 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 date shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be paid to the Issuer. The Indenture
Trustee may also adopt and employ, at the written direction of and 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 monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Noteholder).


     SECTION 3.4 Existence. The Issuer will keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware.


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     SECTION 3.5 Protection of Collateral. The Issuer intends the security interest
Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf
of the Noteholders to be prior to all other Liens in respect of the Collateral,
and the Issuer shall take all actions necessary to obtain and maintain, for the
benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on
and a first priority, perfected security interest in the Collateral. The
Issuer shall from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, all as prepared by the
Administrator and delivered to the Issuer, and shall take such other action
necessary or advisable to:


     (a)  Grant more effectively all or any portion of the Collateral;


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


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


     (d)  enforce any of the Collateral; or


     (e)  preserve and defend title to the Collateral and the rights of the
Indenture Trustee and the Noteholders in the Collateral against the
claims of all Persons.


     The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact and hereby authorizes the Indenture Trustee to execute all
financing statements, continuation statements or other instruments required to
be executed (if any) pursuant to this Section. Notwithstanding any statement
to the contrary contained herein or in any other Transaction Document, the
Issuer shall not be required to notify any Dealer or any insurer with respect
to any Insurance Policy about any aspect of the transactions contemplated by
the Transaction Documents.


     SECTION 3.6 Opinions as to Collateral. On the Closing Date, the Issuer shall furnish
or cause to be furnished to the Indenture Trustee an Opinion of Counsel to the
effect that, in the opinion of such counsel, either (i) 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 filing of any financing statements and continuation statements
as are necessary to perfect and make effective the first priority lien and
security interest of this Indenture, and reciting the details of such action,
or (ii) no such action is necessary to make such lien and security interest
effective.


     (b)  Within 120 days after the beginning of each calendar year, beginning
with April 30, 2004, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel to the effect that, in the opinion of such counsel,
either (i) 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 filing of any financing statements and continuation statements as
are necessary to maintain the lien and security interest created by this
Indenture, and reciting the details of such actions or (ii) no such
action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing,


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re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of
any financing statements and continuation statements that will, in the
opinion of such counsel, be required to maintain the lien and security
interest of this Indenture until April 30 in the following calendar year.


     SECTION 3.7 Performance of Obligations; Servicing of Receivables. (a) The Issuer shall
not take any action and shall use its best efforts not to permit any action to
be taken by others, including the Administrator, that would release any Person
from any of such Person’s material covenants or obligations under any
instrument or agreement included in the Collateral 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 Transaction Documents or such other instrument or agreement.


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


     (c)  The Issuer shall, and shall cause the Administrator and the Servicer
to, punctually perform and observe all of its respective obligations and
agreements contained in this Indenture, the other Transaction Documents
and the instruments and agreements included in the Collateral, including
but not limited to preparing (or causing to 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
other Transaction Documents 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 Transaction Document or any provision thereof other than
in accordance with the amendment provisions set forth in such Transaction
Document.


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


     (a)  engage in any activities other than financing, acquiring, owning,
pledging and managing the Receivables and the other Collateral as
contemplated by this Indenture and the other Transaction Documents;


     (b)  except as expressly permitted by this Indenture or in the other
Transaction Documents, sell, transfer, exchange or otherwise dispose of
any of the properties or assets of the Issuer;


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


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


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     (e)  (i) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations with respect to
the Notes under this Indenture except as may be expressly permitted
hereby, (ii) permit any Lien (other than Permitted Liens) to be created
on or extend to or otherwise arise upon or burden the assets of the
Issuer or any part thereof or any interest therein or the proceeds
thereof or (iii) permit the lien of this Indenture not to constitute a
valid first priority (other than with respect to any Permitted Lien)
security interest in the Collateral;


     (f)  incur, assume or guarantee any indebtedness other than indebtedness
incurred in accordance with the Transaction Documents; or


     (g)  merge or consolidate with, or transfer substantially all of its
assets to, any other Person.


     Notwithstanding any statement to the contrary contained herein or in any
other Transaction Document, the Issuer shall not be required to notify any
Dealer or any insurer with respect to any Insurance Policy about any aspect of
the transactions contemplated by the Transaction Documents.


     SECTION 3.9 Annual Compliance Statement.


     (a)  The Issuer shall deliver to the Indenture Trustee and each Rating
Agency, within 120 days after the end of each calendar year, beginning
April 30, 2004, an Officer’s Certificate stating, as to the Authorized
Officer signing such Officer’s Certificate, that:



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




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



     (b)  The Issuer shall:



		
	 	     (i) file with the Indenture Trustee, within 15 days after the Issuer is
required (if at all) to file the same with the Commission, copies of the
annual reports and such other information, documents and reports (or
copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) as the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act or such other reports required pursuant to TIA
Section 314(a)(1);




		
	 	     (ii) file with the Indenture Trustee and the Commission in accordance
with rules and regulations prescribed from time to time by the Commission
such other information, documents and reports with respect to compliance
by the Issuer with the conditions and



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	 	covenants of this Indenture as may
be required from time to time by such rules and regulations; and




		
	 	     (iii) supply to the Indenture Trustee (and the Indenture Trustee shall
transmit by mail to all Noteholders as required by 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
3.9(b) as may be required pursuant to rules and regulations prescribed
from time to time by the Commission.



     (c)  Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall be the same as the fiscal year of the Servicer.


     SECTION 3.10 Servicer’s Obligations. The Issuer shall cause the Servicer to comply
with the Sale and Servicing Agreement.


     SECTION 3.11 Restrictions on Certain Other Activities. The Issuer shall not: (i)
engage in any activities other than financing, acquiring, owning, pledging and
managing the Trust Estate and the other Collateral in the manner contemplated
by the Transaction Documents; (ii) issue, incur, assume, guarantee or otherwise
become liable, directly or indirectly, for any indebtedness other than the
Notes; (iii) make any loan, advance or credit to, 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, 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; or (iv) make any expenditure (by long-term
or operating lease or otherwise) for capital assets (either realty or
personalty).


     SECTION 3.12 Restricted Payments. The Issuer shall not, directly or indirectly, (a)
pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the 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 or the Administrator, (b) redeem, purchase,
retire or otherwise acquire for value any such ownership or equity interest or
security or (c) set aside or otherwise segregate any amounts for any such
purpose; provided that the Issuer may cause to be made distributions to the
Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the
Noteholders and the Certificateholders as permitted by, and to the extent funds
are available for such purpose under, this Indenture, the Sale and Servicing
Agreement, the Administration Agreement or the Trust Agreement. Other than as
set forth in the preceding sentence, the Issuer will not, directly or
indirectly, make distributions from the Trust Accounts.


     SECTION 3.13 Notice of Events of Default. The Issuer shall promptly deliver to the
Indenture Trustee and each Rating Agency written notice in the form of an
Officer’s Certificate of any event which with the giving of notice, the lapse
of time or both would become an Event of Default, its status and what action
the Issuer is taking or proposes to take with respect thereto.


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     SECTION 3.14 Further Instruments and Acts. Upon request of the Indenture Trustee, the
Issuer will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.


     SECTION 3.15 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 other
Transaction Document.


     SECTION 3.16 Removal of Administrator. For so long as any Notes are Outstanding, the
Issuer shall not remove the Administrator without cause unless the Rating
Agency Condition shall have been satisfied in connection therewith.


     SECTION 3.17 Perfection Representations. The Issuer hereby represents and warrants to
the Indenture Trustee as follows:


     (a)  Good Title. None of the Collateral has been sold, transferred,
assigned or pledged by the Issuer to any Person other than the Indenture
Trustee; immediately prior to the conveyance of the Collateral pursuant
to this Indenture, the Issuer has good and marketable title thereto, free
of any Lien; and, upon execution and delivery of this Indenture by the
Issuer, the Indenture Trustee shall have all of the right, title and
interest of the Issuer in, to and under the Collateral, free of any Lien
(other than Permitted Liens); and


     (b)  All Filings Made. All filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give the Indenture Trustee a
first priority perfected security interest in the Collateral have been
made.


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 (a) rights of
registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments
of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.11 and 3.12, (e) the rights, obligations and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section
4.2) and (f) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:


     (a)  either (i) all Notes theretofore authenticated and delivered (other
than (1) Notes that have been destroyed, lost or stolen and that have
been replaced or paid as provided in Section 2.5 and (2) Notes for which
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 Indenture Trustee for cancellation or (ii) all Notes not
theretofore delivered to the Indenture Trustee for cancellation (1) have
become due and payable, (2) will become due and payable at the Final
Scheduled Payment Date within one


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year, or (3) are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the giving of notice of
redemption by the Indenture Trustee in the name, and at the expense, of the
Issuer, and the Issuer, in the case of clauses (1), (2) or (3), has irrevocably
deposited or caused to be irrevocably deposited with the Indenture Trustee cash
or direct obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable), in
trust for such purpose, in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Indenture Trustee
for cancellation, when due, to the Final Scheduled Payment Date or Redemption
Date (if Notes shall have been called for redemption pursuant to Section 10.1),
as the case may be;


     (b)  the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; or


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


     SECTION 4.2 Application of Trust Money. All monies deposited with the Indenture
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Notes, this Indenture and Article IV of
the Sale and Servicing Agreement, to the payment, either directly or through
any Paying Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such monies have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest. Such monies need not be segregated from other
funds except to the extent required herein, in the Sale and Servicing Agreement
or by law.


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


ARTICLE V REMEDIES



     SECTION 5.1 Events of Default. The occurrence and continuation of any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall constitute a
default under this Indenture (each, an “Event of Default”):


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	 	     (a) default in the payment of any interest on any Note of the
Controlling Class when the same becomes due and payable, and such
default shall continue for a period of five days;
	 
	 	     (b) default in the payment of principal of any Note at the
related Final Scheduled Payment Date or the Redemption Date;
	 
	 	     (c) any failure by the Issuer to duly observe or perform in
any material respect any of its material covenants or agreements
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), which failure materially and
adversely affects the interests of the Noteholders, and such
failure shall continue unremedied for a period of 90 days after
there shall have been given, by registered or certified mail, to
the Issuer by the Indenture Trustee or by Noteholders evidencing at
least a majority of the aggregate outstanding principal amount of
the Outstanding Notes, a written notice specifying such failure and
requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;
	 
	 	     (d) any representation or warranty of the Issuer made in this
Indenture proves to have been incorrect in any material respect
when made, which failure materially and adversely affects the
rights of the Noteholders, and which failure continues unremedied
for 90 days after there shall have been given, by registered or
certified mail, to the Issuer by the Indenture Trustee or by
Noteholders evidencing at least a majority of the aggregate
outstanding principal amount of the Outstanding Notes, a written
notice specifying such failure and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;
	 
	 	     (e) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Collateral 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
Collateral, or ordering the winding-up or liquidation of the
Issuer’s affairs, and such decree or order shall remain unstayed
and in effect for a period of 90 consecutive days; or
	 
	 	     (f) the commencement by the Issuer of a voluntary case under
any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or the consent by the
Issuer to the entry of an order for relief in an involuntary case
under any such law, or the consent by the Issuer to the appointment
or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer
or for any substantial part of the 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;



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provided, however, that a delay in or failure of performance referred to under
clauses (a), (b) or (c) above for a period of 150 days will not constitute an
Event of Default if that delay or failure was caused by force majeure or other
similar occurrence.


     SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default. Except as set
forth in the following sentence, if an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the
Noteholders representing not less than a majority of the aggregate outstanding
principal amount of the Controlling Class, may declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by Noteholders), and upon any such declaration the
unpaid principal amount of such Notes, together with accrued and unpaid
interest thereon through the date of acceleration, shall become immediately due
and payable. If an Event of Default specified in Section 5.1(e) or (f) occurs,
all unpaid principal, together with all accrued and unpaid interest thereon, of
all Notes, and all other amounts payable hereunder, shall automatically become
due and payable without any declaration or other act on the part of the
Indenture Trustee or any Noteholder.


     At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter described in this Article V,
the Noteholders representing a majority of the aggregate outstanding principal
amount of the Controlling Class, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:


     (a)  the Issuer has paid or deposited with the Indenture Trustee a sum
sufficient to pay (i) 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
(ii) all sums paid or advanced by the Indenture Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel; and


     (b)  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.


     If the Notes have been declared due and payable or have automatically
become due and payable following an Event of Default, the Indenture Trustee may
institute proceedings to collect amounts due, exercise remedies as a secured
party (including foreclosure or sale of the Collateral) or elect to maintain
the Collateral and continue to apply the proceeds from the Collateral as if
there had been no declaration of acceleration. Any sale of the Collateral by
the Indenture Trustee will be subject to the terms and conditions of Section
5.4.


     SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the Indenture
Trustee. (a) The Issuer covenants that if (i) default is made in the payment of
any interest on any Note of the Controlling Class 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


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will, upon demand of the Indenture Trustee in writing
as directed by a majority of the aggregate outstanding principal amount of the
Controlling Class, pay to the Indenture Trustee, 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 Indenture Trustee and its agents and counsel.


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


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


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



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



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




		
	 	     (iv) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Noteholders 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 Noteholder to make payments to
the Indenture Trustee, and, in the event that the Indenture Trustee shall
consent to the making of payments directly to such Noteholders, to pay to the
Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence, bad faith or
willful misconduct, and any other amounts due the Indenture Trustee under
Section 6.7.


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


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


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


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     SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have occurred
and be continuing, the Indenture Trustee may do one or more of the following
(subject to Sections 5.2 and 5.5):



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




		
	 	     (ii) institute proceedings from time to time for the complete or
partial foreclosure of this Indenture with respect to the Collateral;




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




		
	 	     (iv) Subject to Section 5.17, after an acceleration of the maturity
of the Notes pursuant to Section 5.2, sell the Collateral or any portion
thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by law;



provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Collateral following an Event of Default unless (A) the holders
of 100% of the aggregate outstanding principal amount of the Controlling Class
have consented to such liquidation, (B) the proceeds of such sale or
liquidation are sufficient to pay in full the principal of and the accrued
interest on the Outstanding Notes or (C) the default relates to the failure to
pay interest or principal when due (a “Payment Default”) and the Indenture
Trustee determines (but shall have no obligation to make such determination)
that the Collections on the Receivables will not be sufficient on an ongoing
basis to make all payments on the Notes as they would have become due if the
Notes had not been declared due and payable and the Indenture Trustee obtains
the consent of the holders of 66-2/3% of the aggregate outstanding principal
amount of the Controlling Class. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C) of the preceding sentence,
the Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding anything herein to the contrary, if
the Event of Default does not relate to a Payment Default or Bankruptcy Event
with respect to the Issuer, the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate unless the Holders of all Outstanding Notes consent
to such sale or the proceeds of such sale are sufficient to pay in full the
principal of and accrued interest on the Outstanding Notes.


     (b)  Notwithstanding the provisions of Section 8.2 of this Indenture or
Section 4.4 of the Sale and Servicing Agreement, if the Indenture Trustee
collects any money or property pursuant to this Article V and the Notes have
been accelerated, it shall pay out such money or property (and other amounts,
including all amounts held on deposit in the Reserve Account) held as
Collateral for the benefit of the Noteholders (net of liquidation costs
associated with the sale of the Trust Estate) in the following order of
priority:


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	 	     (i) first, to the Indenture Trustee and the Owner Trustee, any
accrued and unpaid fees (including any unpaid Indenture Trustee or Owner
Trustee fees with respect to prior periods) reasonable expenses and
indemnity payments which have not previously been paid; provided that
aggregate expenses payable to the Indenture Trustee and the Owner Trustee
pursuant to this clause (i) shall be limited to $100,000 per annum;




		
	 	     (ii) second, to the Servicer (or any predecessor Servicer, if
applicable), for reimbursement of all outstanding Advances;




		
	 	     (iii) third, to the Servicer, the Servicing Fee and all unpaid
Servicing Fees with respect to prior periods;




		
	 	     (iv) fourth, to the Class A Noteholders, for payment to each
respective Class of Noteholders, the Class A Accrued Note Interest for
the related Interest Period; provided that if there are not sufficient
funds available to pay the entire amount of the Class A Accrued Note
Interest, the amounts available shall be applied to the payment of such
interest on the Class A Notes on a pro rata basis based upon the amount
of interest payable to each Class of Class A Notes;




		
	 	     (v) fifth, to the Holders of the Class A-1 Notes in respect of
principal thereof until the Class A-1 Notes have been paid in full;




		
	 	     (vi) sixth, to the Holders of the Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes, in respect of principal thereon, on a pro rata basis
(based on the aggregate outstanding principal amount of the Outstanding
Notes of each Class on such Payment Date), until all Classes of the Class
A Notes have been paid in full;




		
	 	     (vii) seventh, to the Holders of the Class B Notes in respect of
principal thereof until the Class B Notes have been paid in full;




		
	 	     (viii) eighth, to the Indenture Trustee and the Owner Trustee, any
accrued and unpaid fees, reasonable expenses and indemnity payments which
have not previously been paid; and




		
	 	     (ix) ninth, any remaining funds shall be distributed to or at the
direction of the Certificateholder.



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


     Prior to an acceleration of the Notes after an Event of Default, if the
Indenture Trustee collects any money or property pursuant to this Article V,
such amounts shall be deposited into the Collection Account and distributed in
accordance with Section 4.4 of the Sale and Servicing Agreement and Section 8.2
hereof.


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     SECTION 5.5 Optional Preservation of the Collateral. If the Notes have been
declared or are automatically due and payable under Section 5.2 following an
Event of Default and such declaration or automatic occurrence and its
consequences have not been rescinded and annulled, if permitted hereunder, the
Indenture Trustee may, but need not, elect to maintain possession of the Trust
Estate and continue to apply the proceeds thereof in accordance with Section
5.4(b). It is the intent of the parties hereto and the Noteholders that there
be at all times sufficient funds for the payment of principal of and interest
on the Notes, and the Indenture Trustee shall take such intent into account
when determining whether or not to maintain possession of the Collateral. In
determining whether to maintain possession of the Collateral, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Collateral
for such purpose.


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



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




		
	 	     (ii) the Holders of not less than 25% of the aggregate outstanding
principal amount of the Controlling Class have made written request to
the Indenture Trustee to institute such proceeding in respect of such
Event of Default in its own name as the Indenture Trustee hereunder;




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




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




		
	 	     (v) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Holders
of a majority of the aggregate outstanding principal amount of the
Controlling Class.



No Noteholder or group of Noteholders 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 Noteholders or to obtain
or to seek to obtain priority or preference over any other Noteholders or to
enforce any right under this Indenture, except, in each case, to the extent and
in the manner herein provided.


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


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     (b)  No Noteholder shall have any right to vote except as provided pursuant
to this Indenture and the Notes, nor any right in any manner to otherwise
control the operation and management of the Issuer. However, in connection
with any action as to which Noteholders are entitled to vote or consent under
this Indenture and the Notes, the Issuer may set a record date for purposes of
determining the identity of Noteholders entitled to vote or consent in
accordance with TIA Section 316(c).


     SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note
shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest on 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 Noteholder.


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


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


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


     SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections 5.4,
5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the
aggregate outstanding principal amount of the Controlling Class, shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or with
respect to the exercise of any trust or power conferred on the Indenture
Trustee; provided that



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




		
	 	     (b) subject to the express terms of the proviso and the last
sentence of Section 5.4(a), any direction to the Indenture Trustee
to sell or liquidate the Trust Estate shall be by the Holders of
Notes representing not less than 100% of the aggregate outstanding
principal amount of the Outstanding Notes unless the proceeds of
such sale are sufficient to pay in full the principal of and
accrued interest on the Outstanding Notes;




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




		
	 	     (d) the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such
direction, applicable law and the terms of this Indenture; and




		
	 	     (e) such direction shall be in writing;



provided, further, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might expose it to personal liability or
might materially adversely affect or unduly prejudice the rights of any
Noteholders not consenting to such action.


     SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Notes of not less than a majority of the aggregate outstanding
principal amount of the Controlling Class, 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 each
Noteholder or (c) arising from a Bankruptcy Event with respect to the Issuer.
In the case of any such waiver, the Issuer, the Indenture Trustee and the
Noteholders 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 prior,
subsequent or other Default or Event of Default or impair any right consequent
thereto.


     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture Trustee, the filing by any party litigant in such suit of an


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undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
aggregate outstanding principal amount of the Outstanding Notes or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).


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


     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery
of any judgment by the Indenture Trustee against the Issuer or by the levy of
any execution under such judgment upon any portion of the Trust Estate or upon
any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b), if the
maturity of the Notes has been accelerated pursuant to Section 5.2, or Section
4.4 of the Sale and Servicing Agreement and Section 8.2 of this Indenture, if
the maturity of the Notes has not been accelerated.


     SECTION 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly
following a request from the Indenture Trustee to do so, the Issuer shall take
all such lawful action as the Indenture Trustee may request to compel or secure
the performance and observance by the Seller and the Servicer, as applicable,
of each of their obligations to the Issuer under or in connection with the Sale
and Servicing Agreement, or by the Seller or VCI, as applicable, of each of
their obligations under or in connection with the Purchase Agreement, in each
case, 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 and the Purchase Agreement, as
the case may be, to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Seller, the Servicer or VCI thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement or by the Seller or VCI, as applicable, of each of their
obligations under or in connection with the Purchase Agreement.


     (b)  If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and, at the direction (which direction shall be in writing) of the
Holders of a majority of the


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aggregate outstanding principal amount of the
Controlling Class shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller or the Servicer under or in connection
with the Sale and Servicing Agreement or against the Seller or VCI under the
Purchase Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller, the Servicer or VCI of each
of their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement or the Purchase Agreement, as applicable, and any right of the Issuer
to take such action shall be suspended.


     SECTION 5.17 Sale of Collateral. If the Indenture Trustee acts to sell the
Collateral or any part thereof, pursuant to Section 5.4(a), the Indenture
Trustee shall publish a notice in an Authorized Newspaper stating that the
Indenture Trustee intends to effect such a sale in a commercially reasonable
manner and on commercially reasonable terms, which shall include the
solicitation of competitive bids. Following such publication, the Indenture
Trustee shall, unless otherwise prohibited by applicable law from any such
action, sell the Collateral or any part thereof, in such manner and on such
terms as provided above to the highest bidder, provided, however, that the
Indenture Trustee may from time to time postpone any sale by public
announcement made at the time and place of such sale. The Indenture Trustee
shall give notice to the Seller and the Servicer of any proposed sale, and the
Seller, the Servicer or any Affiliate thereof shall be permitted to bid for the
Collateral at any such sale. The Indenture Trustee may obtain a prior
determination from a conservator, receiver or trustee in bankruptcy of the
Issuer that the terms and manner of any proposed sale are commercially
reasonable. The power to effect any sale of any portion of the Collateral
pursuant to Section 5.4 and this Section 5.17 shall not be exhausted by any one
or more sales as to any portion of the Collateral remaining unsold, but shall
continue unimpaired until the entire Collateral shall have been sold or all
amounts payable on the Notes shall have been paid.


ARTICLE VI THE INDENTURE TRUSTEE



     SECTION 6.1 Duties of the Indenture Trustee. (a) If an Event of Default has occurred
and is continuing, the Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and shall 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)  Prior to the occurrence of an Event of Default:



		
	 	     (i) the Indenture Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and the other
Transaction Documents to which it is a party and no implied covenants or
obligations shall be read into this Indenture or the other Transaction
Documents against the Indenture Trustee; and




		
	 	     (ii) in the absence of bad faith on its part, the Indenture Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee and conforming
to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Indenture Trustee, the Indenture Trustee
shall examine the certificates and opinions to determine 



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	 	whether or not
they conform to the requirements of this Indenture (but need not confirm
or investigate the accuracy of mathematical calculations or other facts
stated therein).



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



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




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




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



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


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


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


     (g)  No provision of this Indenture or any other Transaction Document shall
require the Indenture Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or
thereunder 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 indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.


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


     (i)  The Indenture Trustee shall take all actions required to be taken by
the Indenture Trustee under the Sale and Servicing Agreement.


     SECTION 6.2 Rights of the Indenture Trustee. Subject to the provisions of Section
6.1:


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


     (b)  Before the Indenture Trustee acts or refrains from acting, it may
require an Officer’s Certificate or an Opinion of Counsel, as applicable. The
Indenture Trustee shall not be liable for


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any action it takes, suffers or omits
to take in good faith in reliance on such Officer’s Certificate or Opinion of
Counsel.


     (c)  The Indenture Trustee may execute any of the trusts or powers
hereunder or under any of the Transaction Documents to which the Indenture
Trustee is a party or perform any duties hereunder or under any of the
Transaction Documents to which the Indenture Trustee is a party either directly
or by or through agents or attorneys or a custodian or nominee, and the
Indenture Trustee shall not be responsible for any misconduct or negligence on
the part of, or for the supervision of, the Administrator, any co-trustee or
separate trustee appointed in accordance with the provisions of Section 6.10,
or any other such agent, attorney, custodian or nominee appointed with due care
by it hereunder.


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


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


     (f)  The Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture or
to honor the request or direction of any of the Noteholders pursuant to this
Indenture unless such Noteholders shall have offered to the Indenture Trustee
reasonable security or indemnity satisfactory to the Indenture Trustee against
the reasonable costs, expenses, disbursements, advances and liabilities that
might be incurred by it, its agents and its counsel in compliance with such
request or direction.


     SECTION 6.3 Individual Rights of the Indenture Trustee. Subject to Section 310 of
the TIA, the Indenture Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Seller,
the Owner Trustee, the Administrator and their respective Affiliates with the
same rights it would have if it were not the Indenture Trustee, and the Seller,
the Owner Trustee, the Administrator and their respective Affiliates may
maintain normal commercial banking and investment banking relationships with
the Indenture Trustee and its Affiliates. Any Paying Agent, Note Registrar,
co-registrar, co-paying agent, co-trustee or separate trustee may do the same
with like rights. However, the Indenture Trustee must comply with Section 6.11.


     SECTION 6.4 The Indenture Trustee’s Disclaimer. The Indenture Trustee shall not
be responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Notes, shall not be accountable for the Issuer’s use
of the proceeds from the Notes, and 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, all of which shall
be taken as the statements of the Issuer, other than the Indenture Trustee’s
certificate of authentication.


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     SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it
is either actually known by a Responsible Officer of the Indenture Trustee or
written notice of the existence thereof has been delivered to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
Noteholder and the Rating Agencies notice of the Default within 90 days 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 Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of
Noteholders.


     SECTION 6.6 Reports by the Indenture Trustee to Noteholders. The Indenture
Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not
later than the latest date permitted by law, such information as may be
required by law to enable such Holder to prepare its federal and state income
tax returns.


     SECTION 6.7 Compensation and Indemnity. The Issuer shall cause the Servicer
pursuant to the Sale and Servicing Agreement to, (i) pay to the Indenture
Trustee from time to time such compensation as the Servicer and the Indenture
Trustee shall from time to time agree in writing for services rendered by the
Indenture Trustee hereunder in accordance with a fee letter between the
Servicer and the Indenture Trustee, (ii) reimburse the Indenture Trustee for
all reasonable expenses, advances and disbursements reasonably incurred by it
in connection with the performance of its duties as Indenture Trustee and (iii)
indemnify the Indenture Trustee for, and hold it harmless against, any and all
loss, liability or expense (including reasonable attorneys’ fees) incurred by
it in connection with the administration of the Issuer or the performance of
its duties as Indenture Trustee. The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust.
The Indenture Trustee shall notify the Issuer and the Servicer promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer
of its obligations hereunder. The Issuer shall, or shall cause the Servicer
to, defend any such claim, and the Indenture Trustee may have separate counsel
and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses
of such counsel. The Indenture Trustee shall not be indemnified by the
Administrator, the Issuer, the Transferor or the Servicer against any loss,
liability or expense incurred by it through its own willful misconduct,
negligence or bad faith, except that the Indenture Trustee shall not be liable
(i) for any error of judgment made by it in good faith unless it is proved that
the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii)
with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it from the Noteholders in accordance
with the terms of this Indenture and (iii) for interest on any money received
by it except as the Indenture Trustee and the Issuer may agree in writing.


     The compensation and indemnity obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this Indenture. When
the Indenture Trustee incurs expenses after the occurrence of an Event of
Default set forth in Section 5.1(e) or Section 5.1(f) with respect to the
Issuer, the expenses are intended to constitute expenses of administration
under the Bankruptcy Code or any other applicable federal or state
bankruptcy, insolvency or similar law.


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     SECTION 6.8 Removal, Resignation and Replacement of the Indenture Trustee. The
Indenture Trustee may resign at any time by so notifying the Issuer, the
Administrator, the Servicer and each Rating Agency. The Holders of a majority
of the aggregate outstanding principal amount of the Controlling Class may
remove the Indenture Trustee without cause by so notifying the Indenture
Trustee and the Issuer, and following that removal may appoint a successor to
the Indenture Trustee. The Issuer shall remove the Indenture Trustee if:



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




		
	 	     (b) a Bankruptcy Event occurs with respect to the Indenture
Trustee;




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




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



     If the Indenture Trustee resigns or is removed or if a vacancy exists in
the office of the Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee which satisfies the
requirements set forth in Section 6.11.


     A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become
effective, and the successor Indenture Trustee, without any further act, deed
or conveyance, shall have all the rights, powers and duties of the Indenture
Trustee under this Indenture subject to satisfaction of the Rating Agency
Condition. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as the Indenture Trustee to the successor
Indenture Trustee.


     If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority of the aggregate outstanding
principal amount of the Controlling Class may petition any court of competent
jurisdiction, at the expense of the Issuer, for the appointment of a successor
Indenture Trustee.


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


     Any resignation or removal of the Indenture Trustee and appointment of a
successor Indenture Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.8 and payment of all fees and
expenses owed to the outgoing Indenture Trustee.


     Notwithstanding the resignation or removal of the Indenture Trustee
pursuant to this Section, the Issuer’s and the Administrator’s obligations
under Section 6.7 shall continue for the benefit of the retiring Indenture
Trustee.


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     The Indenture Trustee shall not be liable for the acts or omissions of any
successor Indenture Trustee.


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


     In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee.


     SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
(a) Notwithstanding any other provisions of this Indenture, at any time, after
delivering written notice to the Administrator, for the purpose of meeting any
legal requirement of any jurisdiction in which any part of the Trust Estate may
at the time be located, the Indenture Trustee and the Administrator acting
jointly shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate, or any part hereof, and, subject
to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Indenture Trustee and the Administrator 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.


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



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



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	 	     (ii) no separate trustee or co-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 Indenture Trustee and the Administrator may at any time
accept the resignation of or, acting jointly, remove any separate trustee
or co-trustee.



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


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


     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all
times satisfy the requirements of TIA Section 310(a) and, in addition, shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and shall have a long term
debt rating of investment grade or better by each Rating Agency or shall
otherwise be acceptable to each Rating Agency. The Indenture Trustee shall
also satisfy the requirements of TIA Section 310(b). Neither the Issuer nor
any Affiliate of the Issuer may serve as Indenture Trustee.


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


     SECTION 6.13 Representations and Warranties. The Indenture Trustee hereby makes
the following representations and warranties on which the Issuer and
Noteholders shall rely:



		
	 	     (i) the Indenture Trustee is a New York banking corporation duly
organized, validly existing and in good standing under the laws of New
York; and



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



ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS



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


     SECTION 7.2 Preservation of Information; Communications to Noteholders.(a) The
Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Noteholders contained in the most
recent list furnished to the Indenture Trustee as provided in Section 7.1 and
the names and addresses of Noteholders received by the Indenture Trustee in its
capacity as the Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.1 upon receipt of a new list so
furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar or the Notes are issued as Book-Entry Notes, no such list shall be
required to be preserved or maintained.


     (b)  The Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under
the Notes. Upon receipt by the Indenture Trustee of any request by three or
more Noteholders or by one or more Noteholders of Notes evidencing not less
than 25% of the aggregate outstanding principal amount of the Outstanding Notes
to receive a copy of the current list of Noteholders (whether or not made
pursuant to TIA Section 312(b)), the Indenture Trustee shall promptly notify
the Administrator thereof by providing to the Administrator a copy of such
request and a copy of the list of Noteholders produced in response thereto.


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


     SECTION 7.3 Reports by the Indenture Trustee. If required by TIA Section 313(a),
within 60 days after each March 31, beginning with March 31, 2004, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c), a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A
copy of each report at the time of its mailing to Noteholders shall be filed by
the Indenture Trustee with the Commission and each stock exchange, if any, on
which the Notes
are listed. The Issuer shall notify the Indenture Trustee if and when the
Notes are listed on any stock exchange.


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ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES



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


     SECTION 8.2 Trust Accounts. (a) Trust Accounts. On or prior to the Closing Date,
the Issuer shall cause the Servicer to establish, in the name of Indenture
Trustee, the Trust Accounts as provided in Section 4.1 of the Sale and
Servicing Agreement.


     (b)  On or before each Payment Date, the Issuer shall cause (i) the
Servicer to deposit all Collections and Advances and (ii) the Servicer, the
Seller or VCI, as applicable, to deposit all Repurchase Prices with respect to
the Collection Period preceding such Payment Date in the Collection Account as
provided in the Sale and Servicing Agreement. On or before each Payment Date,
all amounts required to be withdrawn from the Reserve Account and deposited in
the Collection Account pursuant to Section 4.3 of the Sale and Servicing
Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account
and deposited to the Collection Account.


     (c)  Prior to the acceleration of the Notes pursuant to Section 5.2 of this
Indenture, on each Payment Date and Redemption Date, the Indenture Trustee
shall distribute all amounts on deposit in the Principal Distribution Account
to Noteholders in respect of the Notes to the extent of the funds therein in
the following order of priority:



		
	 	     (i) first, to the Holders of the Class A-1 Notes, until the Class
A-1 Notes are paid in full;




		
	 	     (ii) second, to the Holders of the Class A-2 Notes, until the Class
A-2 Notes are paid in full;




		
	 	     (iii) third, to the Holders of the Class A-3 Notes, until the Class
A-3 Notes are paid in full;




		
	 	     (iv) fourth, to the Holders of the Class A-4 Notes, until the Class
A-4 Notes are paid in full; and
	 
	 	     (v) fifth, to the Holders of the Class B Notes, until the Class B
Notes are paid in full.



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     SECTION 8.3 General Provisions Regarding Accounts. (a) The funds in the Trust
Accounts shall be invested in Permitted Investments in accordance with and
subject to Section 4.1(b) of the Sale and Servicing Agreement and all interest
and investment income (net of losses and investment expenses) on funds on
deposit (i) in the Collection Account and the Principal Distribution Account
shall be distributed in accordance with the provisions of Section 3.7 of the
Sale and Servicing Agreement and (ii) in the Reserve Account shall be
distributed in accordance with the provisions of Sections 4.3(b) and (d) of the
Sale and Servicing Agreement. The Indenture Trustee shall not be directed 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 Indenture Trustee to make any such investment
or sale, if requested by Indenture Trustee, the Issuer shall deliver to
Indenture Trustee an Opinion of Counsel, acceptable to Indenture Trustee, to
such effect.


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


     (c)  If (i) investment directions shall not have been given in writing by
the Servicer in accordance with Section 4.1(b) of the Sale and Servicing
Agreement for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m., New York City time (or such other time as may be agreed
by the Servicer and the Indenture 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 (iii) if the Notes shall have been declared due and
payable following an Event of Default and amounts collected or received from
the Trust Estate are being applied in accordance with Section 5.4 as if there
had not been such a declaration, then the Indenture Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Trust Accounts in
one or more Permitted Investments in accordance with the standing instructions
most recently given by the Servicer.


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


     (b)  The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid, release any remaining portion of the Collateral 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. Such


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release shall include release of the lien of this Indenture and transfer of
dominion and control over the Trust Accounts to the Issuer or its designee. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 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.


     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, acknowledges that from time
to time the Indenture Trustee shall release the lien of this Indenture (or
shall be deemed to automatically release the lien of this Indenture without any
further action) on any Receivable to be sold to (i) the Seller in accordance
with Section 2.3 of the Sale and Servicing Agreement, (ii) to Servicer in
accordance with Section 3.6 of the Sale and Servicing Agreement and (iii) to
VCI in accordance with Section 3.3 of the Purchase Agreement.


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


ARTICLE IX SUPPLEMENTAL INDENTURES



     SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. (a) Without the
consent of the Noteholders but with prior notice to each Rating Agency, the
Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any
time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:



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



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




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




		
	 	     (v) to cure any ambiguity, to correct or to 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 materially and adversely affect the interests of the
Noteholders;




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




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




		
	 	     (viii) to add, modify or eliminate such provisions as may be
necessary or advisable in order to enable (a) the transfer to the Issuer
of all or any portion of the Receivables to be derecognized under GAAP by
the Seller to the Issuer, (b) the Issuer to avoid becoming a member of
Seller’s consolidated group under GAAP or (c) the Seller or any of its
Affiliates to otherwise comply with or obtain more favorable treatment
under any law or regulation or any accounting rule or principle; it being
a condition to any such amendment that the Rating Agency Condition be
satisfied.



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


     (b)  The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any Noteholder, 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 (other than the modifications set forth
in Section 9.2, which require consent of each Noteholder affected thereby) the
rights of the Noteholders under this Indenture; provided (i) that the Rating
Agency Condition shall have been satisfied with respect to such action, and
(ii) that such action shall not, as evidenced by an Opinion of Counsel, (A)
materially and adversely affects the interests of any Noteholder, (B) affect
the treatment of the Notes as debt for federal income tax purposes, or (C) be
deemed to cause a taxable exchange of the Notes for federal income tax
purposes.


     SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and with the consent of the Holders of not less
than a majority of the aggregate


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outstanding principal amount of the
Outstanding Notes, voting together as a single class, by Act of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Noteholders under this
Indenture; provided that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:



		
	 	     (i) change the date of payment of any installment of principal
(including, without limitation, the Final Scheduled Payment Date) 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, or impair the right to institute suit for the
enforcement of the provisions of this Indenture requiring the application
of funds available therefor, as provided in Article V, to the payment of
any such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);




		
	 	     (ii) reduce the percentage of the aggregate outstanding principal
amount of the Outstanding 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;




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




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




		
	 	     (v) modify any provision of this Section in any respect adverse to
the interests of the Noteholders except to increase any percentage
specified herein or to provide that certain additional provisions of this
Indenture or the Transaction Documents cannot be modified or waived
without the consent of the Holder of each Outstanding Note affected
thereby;




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



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	 	     (vii) permit the creation of any Lien ranking prior to or on a
parity with the lien of this Indenture with respect to any part of the
Trust Estate or, except as otherwise permitted or contemplated herein or
in the Transaction Documents, terminate the lien of this Indenture on any
property at any time subject hereto or deprive any Noteholder of the
security provided by the lien of this Indenture; or




		
	 	     (viii) impair the right to institute suit for the enforcement of
payment as provided in Section 5.7.



     Any such supplemental indenture shall be executed only upon delivery of an
Opinion of Counsel to the same effect as in Section 9.1(b)(ii).


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


     Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Noteholders to which such amendment or supplemental indenture
relates a notice (to be provided by the Issuer and at the Issuer’s expense)
setting forth in general terms the substance of such supplemental indenture.
Any failure of the Indenture Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


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


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


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if required by the Indenture Trustee shall, bear a
notation in form approved by the Indenture Trustee as to any matter provided
for in such supplemental indenture. If the Issuer or the Indenture Trustee
shall so determine, new Notes so modified as to conform, in the opinion of the
Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


ARTICLE X REDEMPTION OF NOTES



     SECTION 10.1 Redemption. (a) Each of the Notes is subject to redemption in whole,
but not in part, at the direction of VCI, as Servicer, pursuant to Section 8.1
of the Sale and Servicing Agreement, on any Payment Date on which VCI exercises
its option to purchase the Trust Estate pursuant to said Section 8.1, for a
purchase price equal to the Optional Purchase Price, which amount shall be
deposited by the Servicer into the Collection Account on the Redemption Date.


     (b)  Each of the Notes is subject to redemption in whole, but not in part,
on any Payment Date on which the sum of the amounts in the Reserve Account and
the remaining Available Funds after the payments under clauses first through
third of Section 4.4(a) of the Sale and Servicing Agreement would be sufficient
to pay in full the aggregate unpaid Note Balance of all of the Outstanding
Notes as determined by the Servicer. On such Payment Date, (i) the Indenture
Trustee upon written direction from the Servicer shall transfer all amounts on
deposit in the Reserve Account to the Collection Account and (ii) the
Outstanding Notes shall be redeemed in whole, but not in part.


     (c)  If the Notes are to be redeemed pursuant to Sections 10.1(a) or
10.1(b), the Administrator or the Issuer shall provide at least 20 days’ prior
notice of the redemption of the Notes to the Indenture Trustee and the Owner
Trustee, and the Indenture Trustee shall provide prompt (but not later than 10
days prior to the applicable Redemption Date) notice thereof to the
Noteholders.


     SECTION 10.2 Form of Redemption Notice. Notice of redemption under Section 10.1
shall be given by the Indenture 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);



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




		
	 	     (v) the CUSIP numbers (if applicable) for such Notes.



     Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. In addition, the Issuer shall
notify each Rating Agency upon redemption of the Notes. Failure to give notice
of redemption, or any defect therein, to any Noteholder shall not impair or
affect the validity of the redemption of any Note.


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


ARTICLE XI MISCELLANEOUS



     SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any application or
request by the Issuer to the Indenture Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Indenture Trustee
(i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with that satisfies TIA Section 314(c)(1), (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with that satisfies TIA Section 314(c)(2) and (iii) if
required by the TIA in the case of condition precedent compliance with which is
subject to verification by accountants, a certificate or opinion of an
accountant that satisfies TIA Section 314(c)(3), 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 in accordance with TIA Section 314(e) 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.



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     (b)(i) Prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee that is to be made the basis for the release of any
property or securities subject to the lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 11.1(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each person signing such certificate as to the fair
value in accordance with TIA Section 314(d) (within 90 days of such deposit) to
the Issuer of the Collateral or other property or securities to be so
deposited.


     (ii)  Whenever the Issuer is required to furnish to the Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (i) above, the Issuer shall also
deliver to the Indenture Trustee an Independent Certificate as to the same
matters, if the fair value in accordance with TIA Section 314(d) to the Issuer
of the property or 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) and this clause (ii), is 10% or
more of the aggregate outstanding principal amount of the Outstanding Notes,
but such a certificate need not be furnished with respect to any securities so
deposited, if the fair value thereof to the Issuer as set forth in the related
Officer’s Certificate is less than $25,000 or less than one percent of the
aggregate outstanding principal amount of the Outstanding Notes.


     (iii)  Other than as contemplated by Section 11.1(b)(v), whenever any
property or securities are to be released from the lien of this Indenture, the
Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.


     (iv)  Whenever the Issuer is required to furnish to the Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall
also furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property other than Purchased 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 aggregate outstanding principal amount of the
Outstanding Notes, but such certificate need not be furnished in the case of
any release of property or securities if the fair value thereof as set forth in
the related Officer’s Certificate is less than $25,000 or less than one percent
of the then aggregate outstanding principal amount of the Outstanding Notes.


     (v)  Notwithstanding Section 2.9 or any other provision of this Section,
the Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables
and Financed Vehicles as and to the extent permitted or required by the
Transaction Documents and (B) make cash payments out of the Trust Accounts as
and to the extent permitted or required by the Transaction Documents.


     SECTION 11.2 Form of Documents Delivered to the Indenture Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only


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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, the Administrator or the Issuer, stating
that the information with respect to such factual matters is in the possession
of the Servicer, the Seller, the Administrator or the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.


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


     Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer’s compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of
the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however,
be construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Section 6.1(b).


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



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



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	 	     (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 any Noteholder shall bind the
Holder of every Note issued upon the registration thereof or in
exchange therefor or in lieu thereof, in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action
is made upon such Note.



     SECTION 11.4 Notices. All demands, notices and communications hereunder shall be
in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by telecopier, and addressed in each case as follows: (i) if to
the Issuer, c/o Deutsche Bank Trust Company Americas, 60 Wall Street, 26th
Floor, Mail Stop NYC60-2606, New York, New York 10005, Attention: Corporate
Trust and Agency Services, with a copy to the Administrator, at 3800 Hamlin
Road, Auburn Hills, Michigan 48326 (telecopier no. (248) 754-5360), Attention:
General Counsel; (ii) if to the Indenture Trustee, to The Bank of New York, 101
Barclay Street, Floor 8 West, New York, New York 10286 (telecopier no. (212)
815-2493), Attention: Asset Backed Securities Unit; (iii) if to Moody’s, to
Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007
(telecopier no. (212) 298-7139), Attention: ABS Monitoring Group; (iv) if to
S&P, to Standard & Poor’s Ratings Services, 55 Water Street, New York, New York
10041 (telecopier no. (212) 438-2664), Attention: Asset Backed Surveillance
Group; or (v) at such other address as shall be designated by any of the
foregoing in a written notice to the other parties hereto. Delivery shall
occur only upon receipt or reported tender of such communication by an officer
of the recipient entitled to receive such notices located at the address of
such recipient for notices hereunder.


     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 or via Electronic Transmission 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 Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.


     In case, by reason of the suspension of regular mail service as a result
of a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any

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manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be
a sufficient giving of such notice.


     Where this Indenture provides for notice to the Rating Agencies, failure
to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute a Default or an
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 Noteholder providing for a method of payment,
or notice by the Indenture Trustee or any Paying Agent to such Noteholder, 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
Indenture Trustee (which consent shall not be unreasonably withheld). The
Issuer will furnish to the Indenture Trustee a copy of each such agreement and
the Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.


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


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


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


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


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


     SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, and the Noteholders, and any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


     SECTION 11.12 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


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Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the
period from and after any such nominal date.


     SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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


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


     SECTION 11.16 Trust Obligation. Each Noteholder or Note Owner, by acceptance of a
Note, or, in the case of a Note Owner or a beneficial interest in a Note, by
accepting the benefits of this Agreement, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Owner Trustee in their
respective individual capacities, (ii) any Certificateholder or any other owner
of a beneficial interest in the Issuer, (iii) the Servicer, the Administrator
or the Seller or (iv) any partner, owner, beneficiary, agent, officer,
director, employee, successor or assign of any Person described in clauses (i),
(ii) and (iii) above, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) 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.


     SECTION 11.17 No Petition. Each of the Indenture Trustee, by entering into this
Indenture, and each Noteholder and Note Owner, by accepting a Note or, in the
case of a Note Owner, a beneficial interest in a Note, hereby covenants and
agrees that prior to the date which is one year and one day after payment in
full of all obligations of each Bankruptcy Remote Party in respect of all
securities issued by the Bankruptcy Remote Parties, (i) such party shall not
authorize any Bankruptcy Remote Party to commence a voluntary winding-up or
other voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to such Bankruptcy Remote Party or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect in
any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such
Bankruptcy Remote
Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against such Bankruptcy Remote
Party, or to make a general assignment for the


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benefit of, its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote
Party, and (ii) none of the parties hereto shall commence, join or institute
against, with any other Person, any proceeding against such Bankruptcy Remote
Party under any bankruptcy, reorganization, arrangement, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction.


     SECTION 11.18 Intent.


     (a)  It is the intent of the Issuer that the Notes constitute indebtedness
for all financial accounting purposes and the Issuer agrees and each purchaser
of a Note (by virtue of the acquisition of such Note or an interest therein)
shall be deemed to have agreed, to treat the Notes as indebtedness for all
financial accounting purposes.


     (b)  It is the intent of the Issuer that the Notes constitute indebtedness
of the Issuer for all tax purposes and the Issuer agrees and each purchaser of
a Note (by virtue of the acquisition of such Note or an interest therein) shall
be deemed to have agreed to treat the Notes as indebtedness for all tax
purposes.


     SECTION 11.19 Submission to Jurisdiction. Each of the parties hereto hereby
irrevocably and unconditionally:


     (a)  submits for itself and its property in any legal action or proceeding
relating to this Agreement or any documents executed and delivered in
connection herewith, or for recognition and enforcement of any judgment in
respect thereof, to the nonexclusive general jurisdiction of the courts of the
State of New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof;


     (b)  consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;


     (c)  agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its
address determined in accordance with Section 11.4 of this Agreement; and


     (d)  agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction.


     SECTION 11.20 Subordination of Claims. The Issuer’s obligations under this
Indenture are obligations solely of the Issuer and will not constitute a claim
against the Seller to the extent that the Issuer does not have funds sufficient
to make payment of such obligations. In furtherance of and not in derogation
of the foregoing, each of the Owner Trustee (in its individual capacity and as
the Owner Trustee), by accepting the benefits of this agreement, the
Certificateholder, by accepting the Certificate, and Indenture Trustee (in
its individual capacity and as Indenture Trustee), by entering into this
Indenture, and each Noteholder and each Note Owner, by accepting the benefits
of this Indenture, hereby acknowledges and agrees that such


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Person has no
right, title or interest in or to the Other Assets of the Seller. To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, each of the Owner Trustee, the Indenture Trustee, each
Noteholder or Note Owner and the Certificateholder either (i) asserts an
interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have
any such interest, claim to, or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), then such Person further acknowledges and agrees that any
such interest, claim or benefit in or from Other Assets is and will be
expressly subordinated to the indefeasible payment in full, which, under the
terms of the relevant documents relating to the securitization or conveyance of
such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to a priority
of distributions or application under applicable law, including insolvency
laws, and whether or not asserted against the Seller), including the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement will be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. Each of the Indenture
Trustee (in its individual capacity and as the Indenture Trustee), by entering
into or accepting this agreement, the Certificateholder, by accepting the
Certificate, and the Owner Trustee, and each Noteholder or Note Owner, by
accepting the benefits of this Indenture, hereby further acknowledges and
agrees that no adequate remedy at law exists for a breach of this Section and
the terms of this Section may be enforced by an action for specific
performance. The provisions of this Section will be for the third party
benefit of those entitled to rely thereon and will survive the termination of
this Indenture.


     SECTION 11.21 Limitation of Liability of Owner Trustee. It is expressly
understood and agreed by and between the parties hereto that (i) this Indenture
is executed and delivered by Deutsche Bank Trust Company Delaware, not in its
individual capacity but solely as Owner Trustee of the Issuer in the exercise
of the power and authority conferred and vested in it as such Owner Trustee,
(ii) each of the representations, undertakings and agreements made herein by
the Issuer are not personal representations, undertakings and agreements of
Deutsche Bank Trust Company Delaware, but are binding only on the Issuer, (iii)
nothing contained herein shall be construed as creating any liability on
Deutsche Bank Trust Company Delaware, individually or personally, to perform
any covenant of the Issuer, either expressed or implied, contained herein, all
such liability, if any, being expressly waived by the parties hereto and by any
person claiming by, through or under any such party, and (iv) under no
circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expense of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Issuer under this Indenture.


[Remainder of Page Intentionally Left Blank]


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



	 	 	 	 
	 	 	VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-1
	 	 	 	 
	 	 	By:   Deutsche Bank Trust Company Delaware, not
in its individual capacity but solely as
Owner Trustee
	 	 	 	 
	 	 	By:   /s/ Eileen M. Hughes
	 	 	

	 	 	Name:   Eileen M. Hughes
	 	 	 Title:  Vice President



2003-1 Indenture

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	 	 	THE BANK OF NEW YORK, not in its individual

capacity but solely as Indenture Trustee
	 	 	 	 
	 	 	 By:   /s/ John Bobko
	 	 	

	 	 	Name:  John Bobko
	 	 	Title:  Assistant Vice President



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Exhibit A



FORMS OF NOTES


2003-1 Indenture

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FORM OF CLASS [A-1] [A-2] [A-3] [A-4] NOTES




	 	 	 
	REGISTERED	 	
$           1
	No. R-	 	
CUSIP NO.
	 	 	
ISIN.



     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.


VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-1



[      ]% CLASS [A-1] [A-2] [A-3] [A-4] AUTO LOAN ASSET BACKED NOTES



     Volkswagen Auto Loan Enhanced Trust 2003-1, a statutory trust organized
and existing under the laws of the State of Delaware (including any successor,
the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of [      ] DOLLARS ($[      ]), in monthly
installments on the 20th of each month, or if such day is not a Business Day,
on the immediately succeeding Business Day, commencing on July 21, 2003 (each,
a “Payment Date”) until the principal of this Note is paid or made available
for payment, and to pay interest on each Payment Date on the Class [A-1] [A-2]
[A-3] [A-4] Note Balance as of the preceding Payment Date (after giving effect
to all payments of principal made on the preceding Payment Date), or as of the
Closing Date in the case of the first Payment Date, at the rate per annum shown
above (the “Interest Rate”), in each case as and to the extent set forth in
Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4 of the Sale
and Servicing Agreement; provided, however, that the entire Class [A-1] [A-2]
[A-3] [A-4] Note Balance shall be due and payable on the earliest of (i) [      ]
(the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are
accelerated after an Event of Default pursuant to Section 5.2 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including
the preceding Payment Date (or, in the case of the initial Payment Date, from
and including the Closing Date) to but excluding such Payment Date. Interest
will be computed on the basis of [Class A-1: actual days elapsed


     


1 Denominations of $100,000 and integral multiples of $1,000 in excess thereof.


2003-1 Indenture

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 and a 360-day year][Class A-2, A-3 and A-4: a 360-day year of twelve
30-day months]. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.


     The principal of and interest on this Note are payable in such coin or
currency of the United States 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 on this Note as
provided above and then to the unpaid principal of this Note.


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


     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee the name of which 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.


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


Dated:  June 27, 2003




	 	 	 	 
	 	 	VOLKSWAGEN AUTO LOAN ENHANCED

TRUST 2003-1
	 	 	 	 
	 	 	By: DEUTSCHE BANK TRUST COMPANY

DELAWARE, not in its individual capacity but

solely as Owner Trustee
	 	 	 	 
	 	 	
By:
	

	 	 	
Name:	

	 	 	
Title:	




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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



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


Dated:   June 27, 2003




	 	 	 	 	 
	 	 	THE BANK
OF NEW YORK,

a New York banking corporation, not in its
individual capacity but solely as Indenture
Trustee
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	 	 	Authorized Signatory



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[REVERSE OF NOTE]



     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [      ]% Class [A-1] [A-2] [A-3] [A-4] Auto Loan Asset-Backed
Notes (herein called the “Class [A-1] [A-2] [A-3] [A-4] Notes” or the “Notes”),
all issued under an Indenture dated as of June 27, 2003 (such Indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, a New York banking corporation, not in its individual
capacity but solely as trustee (the “Indenture Trustee”), which term includes
any successor Indenture Trustee under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture and the Sale and Servicing Agreement. All terms used in this Note
that are not otherwise defined herein and that are defined in the Indenture or
the Sale and Servicing Agreement shall have the meanings assigned to them in
the Indenture or in Appendix A of the Sale and Servicing Agreement.


     The Class A Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The
Class B Notes are subordinated to the Class A Notes, and are secured by the
collateral pledged as security therefor on a subordinated basis as provided in
the Indenture. All covenants and agreements made by the Issuer in the
Indenture are for the benefit of the Holders of the Class A Notes and the Class
B Notes.


     Principal payable on the Notes will be paid on each Payment Date in the
amount specified in the Indenture and in the Sale and Servicing Agreement. As
described above, the entire Class [A-1] [A-2] [A-3] [A-4] Note Balance shall be
due and payable on the earliest of (i) [      ] (the “Final Scheduled Payment
Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture and (iii) the date the Notes are accelerated after an Event of
Default pursuant to Section 5.2 of the Indenture. All principal payments on
the Class [A-1] [A-2] [A-3] [A-4] Notes shall be made pro rata to the Class
[A-1] [A-2] [A-3] [A-4] Noteholders entitled thereto.


     Payments of principal of and interest on this Note made on each Payment
Date, Redemption Date or upon acceleration shall be made by check mailed to the
Person whose name appears as the registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Depository (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) affected by any
payments made on any Payment Date or Redemption 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 remaining unpaid principal amount of this Note on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the registered Holder
hereof

2003-1 Indenture

A-5 






 




as of the Record Date preceding such Payment Date or Redemption Date by
notice mailed prior to such Payment Date or Redemption Date and the amount then
due and payable shall be payable only upon presentation and surrender of this
Note at the Corporate Trust Office of the Indenture Trustee or at the office of
the Indenture Trustee’s agent appointed for such purposes located in The City
of New York.


     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 Seller, the Servicer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Seller,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Seller, the Servicer, the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) 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.


     It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax
measured in whole or in part by income, the Class A Notes (including the Class
[A-1][A-2][A-3][A-4] Notes) will qualify as indebtedness of the Issuer. The
Noteholders, by acceptance of a Class A Note, agree to treat, and to take no
action inconsistent with the treatment of, the Class A Notes for such tax
purposes as indebtedness of the Issuer.


     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, prior
to the date which is one year and one day after payment in full of all
obligations of each Bankruptcy Remote Party in respect of all securities issued
by any Bankruptcy Remote Party (i) such party shall not authorize any
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to such Bankruptcy Remote Party or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect in any jurisdiction
or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in
any involuntary case or other proceeding commenced against such Bankruptcy
Remote Party, or to make a general assignment for the benefit of, its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote
Party, and (ii) none of the parties hereto shall commence or join with any
other Person in commencing any proceeding against such Bankruptcy Remote Party
under any bankruptcy, reorganization, liquidation or insolvency law or statute
now or hereafter in effect in any jurisdiction.


2003-1 Indenture

A-6 






 


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


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


2003-1 Indenture

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ASSIGNMENT




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

	 
	

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

	 	 	
(name and address of assignee)



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



	 	 	 	 
	Dated:	
	

 	*/
	 	 	 	 
	 	 	
Signature Guaranteed:	 




	 
	

Signatures must be guaranteed by an “eligible
guarantor institution” meeting the
requirements of the Note Registrar, which
requirements include membership or
participation in STAMP or such other
“signature guarantee program” as may be
determined by the Note Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.







     */        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.


2003-1 Indenture

A-8 






 


FORM OF CLASS B NOTES




	 	 	 
	REGISTERED
No. R-	 	
$              1



     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS
NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.


     THIS NOTE, OR ANY INTEREST HEREIN, MAY ONLY BE TRANSFERRED UPON RECEIPT BY
THE INDENTURE TRUSTEE AND THE ISSUER OF AN OPINION OF COUNSEL, SUBJECT TO THE
ASSUMPTIONS AND QUALIFICATIONS STATED THEREIN, AND IN A FORM SUBSTANTIALLY
ACCEPTABLE TO THE INDENTURE TRUSTEE, SUBSTANTIALLY TO THE EFFECT THAT THE
TRANSFER OF THE CLASS B NOTES WILL NOT ADVERSELY AFFECT THE TAX
CHARACTERIZATION AS DEBT OF NOTES OF ANY OUTSTANDING CLASS THAT WERE
CHARACTERIZED AS DEBT FOR FEDERAL INCOME TAX PURPOSES AT THE TIME OF THEIR
ISSUANCE; (B) WILL NOT CAUSE THE ISSUER TO BE DEEMED TO BE AN ASSOCIATION (OR
PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION; AND (C) WILL NOT CAUSE
OR CONSTITUTE AN EVENT IN WHICH GAIN OR LOSS WOULD BE RECOGNIZED BY ANY
NOTEHOLDER.


     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.


     NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD (IN THE
INITIAL ACQUISITION OR THROUGH A TRANSFER) BY OR FOR THE ACCOUNT OF OR WITH THE
ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A PLAN DESCRIBED IN SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED OR (C) ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE
ENTITY.





1 Denominations of $100,000 and integral multiples of $1,000 in excess thereof.

2003-1 Indenture

A-9 






 


VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-1



[      ]% CLASS B AUTO LOAN ASSET BACKED NOTES



     Volkswagen Auto Loan Enhanced Trust 2003-1, a statutory trust organized
and existing under the laws of the State of Delaware (including any successor,
the “Issuer”), for value received, hereby promises to pay to VOLKSWAGEN PUBLIC
AUTO LOAN SECURITIZATION, LLC, or registered assigns, the principal sum of
[      ] DOLLARS ($[      ]), in monthly installments on the 20th of each month, or
if such day is not a Business Day, on the immediately succeeding Business Day,
commencing on July 21, 2003 (each, a “Payment Date”) until the principal of
this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Class B Note Balance as of the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), or as of the Closing Date in the case of the first Payment Date, at the
rate per annum shown above (the “Interest Rate”), in each case as and to the
extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and
Section 4.4 of the Sale and Servicing Agreement; provided, however, that the
entire Class B Note Balance shall be due and payable on the earliest of (i)
[      ] (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are
accelerated after an Event of Default pursuant to Section 5.2 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including
the preceding Payment Date (or, in the case of the initial Payment Date, from
and including the Closing Date) to but excluding such Payment Date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.


     The principal of and interest on this Note are payable in such coin or
currency of the United States 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 on this Note as
provided above and then to the unpaid principal of this Note.


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


     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee the name of which 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.


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


Dated:   June 27, 2003



2003-1 Indenture

A-10 










 




	 
	
VOLKSWAGEN AUTO LOAN ENHANCED
	
TRUST 2003-1
	 
	
By: DEUTSCHE BANK TRUST COMPANY
	
DELAWARE, not in its individual capacity but solely
	
as Owner Trustee




	 	 	 
	By:	 	 
	 	 	


	Name:	 	 
	 	 	


	Title:	 	 
	 	 	





2003-1 Indenture

A-11







 



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



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


Dated: June 27, 2003




	 
	THE BANK OF NEW YORK,
	a New York banking corporation, not in its individual
	capacity but solely as Indenture Trustee




	 
	By:

	Authorized Signatory



2003-1 Indenture

A-12






 



[REVERSE OF NOTE]



     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [     ]%
Class B  Auto Loan Asset-Backed
Notes (herein called the “Class B Notes” or the “Notes”),
all issued under an Indenture dated as of June 27, 2003 (such Indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, a New York banking corporation, not in its individual
capacity but solely as trustee (the “Indenture Trustee”), which term includes
any successor Indenture Trustee under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture and the Sale and Servicing Agreement. All terms used in this Note
that are not otherwise defined herein and that are defined in the Indenture or
the Sale and Servicing Agreement shall have the meanings assigned to them in
the Indenture or in Appendix A of the Sale and Servicing Agreement.



     The Class A Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The
Class B Notes are subordinated to the Class A Notes, and are secured by the
collateral pledged as security therefor on a subordinated basis as provided in
the Indenture. All covenants and agreements made by the Issuer in the
Indenture are for the benefit of the Holders of the Class A Notes and the Class
B Notes.



     Principal payable on the Notes will be paid on each Payment Date in the
amount specified in the Indenture and in the Sale and Servicing Agreement. As
described above, the entire Class B Note Balance shall be
due and payable on the earliest of (i) [     ] (the “Final Scheduled Payment
Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture and (iii) the date the Notes are accelerated after an Event of
Default pursuant to Section 5.2 of the Indenture. All principal payments on
the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.


     Payments of principal of and interest on this Note made on each Payment
Date, Redemption Date or upon acceleration shall be made by check mailed to the
Person whose name appears as the registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Depository (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) affected by any
payments made on any Payment Date or Redemption 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 remaining unpaid principal amount of this Note on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the registered Holder
hereof
as of the Record Date preceding such Payment Date or Redemption Date by
notice mailed prior to such Payment Date or Redemption Date and the amount then
due and payable shall be payable only upon presentation and surrender of this
Note at the Corporate Trust Office of the Indenture Trustee or at the office of
the Indenture Trustee’s agent appointed for such purposes located in The City
of New York.


2003-1 Indenture

A-13






 


     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 Seller, the Servicer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Seller,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Seller, the Servicer, the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) 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.


     It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax
measured in whole or in part by income, the Class A Notes (including the Class
[A-1][A-2][A-3][A-4] Notes) will qualify as indebtedness of the Issuer. The
Noteholders, by acceptance of a Class A Note, agree to treat, and to take no
action inconsistent with the treatment of, the Class A Notes for such tax
purposes as indebtedness of the Issuer.


     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, prior
to the date which is one year and one day after payment in full of all
obligations of each Bankruptcy Remote Party in respect of all securities issued
by any Bankruptcy Remote Party (i) such party shall not authorize any
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to such Bankruptcy Remote Party or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect in any jurisdiction
or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in
any involuntary case or other proceeding commenced against such Bankruptcy
Remote Party, or to make a general assignment for the benefit of, its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote
Party, and (ii) none of the parties hereto shall commence or join with any
other Person in commencing any proceeding against such Bankruptcy Remote Party
under any bankruptcy, reorganization, liquidation or insolvency law or statute
now or hereafter in effect in any jurisdiction.


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


     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the


2003-1 Indenture

A-14






 



     principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.


2003-1 Indenture

A-15








 


ASSIGNMENT


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




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

	 	(name and address of assignee)





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



	 	 	 	 	 	 
	Dated:	 	 	 	 	 */
	 	


	 	
	 




	 	 	 
	 	 	Signature Guaranteed:




	 	 	 
	
	 	


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the
requirements of the Note Registrar, which
requirements include membership or
participation in STAMP or such other
“signature guarantee program” as may be
determined by the Note Registrar in addition
to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.



     */      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.


2003-1 Indenture

A-16