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                                                                     EXHIBIT 4.1

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                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

                       CLASS A-1a 3.12% ASSET BACKED NOTES
                   CLASS A-1b FLOATING RATE ASSET BACKED NOTES
                       CLASS A-2 3.35% ASSET BACKED NOTES
                       CLASS A-3 3.58% ASSET BACKED NOTES
                       CLASS A-4 3.75% ASSET BACKED NOTES
                        CLASS B 3.92% ASSET BACKED NOTES
                        CLASS C 4.16% ASSET BACKED NOTES
                        CLASS D 5.82% ASSET BACKED NOTES

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

                                    INDENTURE

                          DATED AS OF DECEMBER 9, 2004

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

                            JPMORGAN CHASE BANK, N.A.
                                INDENTURE TRUSTEE

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                            PAGE
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<S>                                                                                                                         <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE....................................................................      3

     SECTION 1.1      DEFINITIONS.......................................................................................      3
     SECTION 1.2      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.................................................      3

ARTICLE II THE NOTES....................................................................................................      3

     SECTION 2.1      FORM..............................................................................................      3
     SECTION 2.2      EXECUTION, AUTHENTICATION AND DELIVERY............................................................      4
     SECTION 2.3      TEMPORARY NOTES...................................................................................      5
     SECTION 2.4      REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES. ....................................      5
     SECTION 2.5      MUTILATED, DESTROYED, LOST OR STOLEN NOTES........................................................      6
     SECTION 2.6      PERSONS DEEMED NOTEHOLDERS........................................................................      7
     SECTION 2.7      PAYMENT OF PRINCIPAL AND INTEREST.................................................................      7
     SECTION 2.8      CANCELLATION OF NOTES.............................................................................      9
     SECTION 2.9      RELEASE OF COLLATERAL.............................................................................     10
     SECTION 2.10     BOOK-ENTRY NOTES..................................................................................     10
     SECTION 2.11     NOTICES TO CLEARING AGENCY........................................................................     11
     SECTION 2.12     DEFINITIVE NOTES..................................................................................     11
     SECTION 2.13     SELLER AS NOTEHOLDER..............................................................................     11
     SECTION 2.14     TAX TREATMENT.....................................................................................     11
     SECTION 2.15     SPECIAL TERMS APPLICABLE TO THE PRIVATE NOTES.....................................................     12

ARTICLE III COVENANTS...................................................................................................     13

     SECTION 3.1      PAYMENT OF PRINCIPAL AND INTEREST.................................................................     13
     SECTION 3.2      MAINTENANCE OF AGENCY OFFICE......................................................................     13
     SECTION 3.3      MONEY FOR PAYMENTS TO BE HELD IN TRUST............................................................     13
     SECTION 3.4      EXISTENCE.........................................................................................     15
     SECTION 3.5      PROTECTION OF TRUST ESTATE; ACKNOWLEDGMENT OF PLEDGE..............................................     15
     SECTION 3.6      OPINIONS AS TO TRUST ESTATE.......................................................................     16
     SECTION 3.7      PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES..............................................     16
     SECTION 3.8      NEGATIVE COVENANTS................................................................................     17
     SECTION 3.9      ANNUAL STATEMENT AS TO COMPLIANCE.................................................................     18
     SECTION 3.10     CONSOLIDATION, MERGER, ETC., OF ISSUER; DISPOSITION OF TRUST ASSETS...............................     18
     SECTION 3.11     SUCCESSOR OR TRANSFEREE...........................................................................     20
     SECTION 3.12     NO OTHER BUSINESS.................................................................................     20
     SECTION 3.13     NO BORROWING......................................................................................     21
     SECTION 3.14     GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.................................................     21
     SECTION 3.15     SERVICER'S OBLIGATIONS............................................................................     21
     SECTION 3.16     CAPITAL EXPENDITURES..............................................................................     21
     SECTION 3.17     REMOVAL OF ADMINISTRATOR..........................................................................     21
     SECTION 3.18     RESTRICTED PAYMENTS...............................................................................     21
     SECTION 3.19     NOTICE OF EVENTS OF DEFAULT.......................................................................     22
     SECTION 3.20     FURTHER INSTRUMENTS AND ACTS......................................................................     22
     SECTION 3.21     INDENTURE TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND WARRANTY RECEIVABLES.............     22
     SECTION 3.22     REPRESENTATIONS AND WARRANTIES BY THE ISSUER TO THE INDENTURE TRUSTEE ............................     22

ARTICLE IV SATISFACTION AND DISCHARGE...................................................................................     23

     SECTION 4.1      SATISFACTION AND DISCHARGE OF INDENTURE...........................................................     23
     SECTION 4.2      APPLICATION OF TRUST MONEY........................................................................     24
     SECTION 4.3      REPAYMENT OF MONIES HELD BY PAYING AGENT..........................................................     24
</TABLE>

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<TABLE>
<S>                                                                                                                          <C>
     SECTION 4.4      DURATION OF POSITION OF INDENTURE TRUSTEE.........................................................     24

ARTICLE V DEFAULT AND REMEDIES..........................................................................................     24

     SECTION 5.1      EVENTS OF DEFAULT.................................................................................     24
     SECTION 5.2      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT................................................     25
     SECTION 5.3      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE. .......................     26
     SECTION 5.4      REMEDIES; PRIORITIES..............................................................................     28
     SECTION 5.5      OPTIONAL PRESERVATION OF THE RECEIVABLES..........................................................     29
     SECTION 5.6      LIMITATION OF SUITS...............................................................................     29
     SECTION 5.7      UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST ............................     30
     SECTION 5.8      RESTORATION OF RIGHTS AND REMEDIES................................................................     30
     SECTION 5.9      RIGHTS AND REMEDIES CUMULATIVE....................................................................     31
     SECTION 5.10     DELAY OR OMISSION NOT A WAIVER....................................................................     31
     SECTION 5.11     CONTROL BY NOTEHOLDERS............................................................................     31
     SECTION 5.12     WAIVER OF PAST DEFAULTS...........................................................................     31
     SECTION 5.13     UNDERTAKING FOR COSTS.............................................................................     32
     SECTION 5.14     WAIVER OF STAY OR EXTENSION LAWS..................................................................     32
     SECTION 5.15     ACTION ON NOTES...................................................................................     32
     SECTION 5.16     PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS................................................     33

ARTICLE VI THE INDENTURE TRUSTEE........................................................................................     33

     SECTION 6.1      DUTIES OF INDENTURE TRUSTEE.......................................................................     34
     SECTION 6.2      RIGHTS OF INDENTURE TRUSTEE.......................................................................     35
     SECTION 6.3      INDENTURE TRUSTEE MAY OWN NOTES...................................................................     36
     SECTION 6.4      INDENTURE TRUSTEE'S DISCLAIMER....................................................................     36
     SECTION 6.5      NOTICE OF DEFAULTS................................................................................     36
     SECTION 6.6      REPORTS BY INDENTURE TRUSTEE TO HOLDERS...........................................................     36
     SECTION 6.7      COMPENSATION; INDEMNITY...........................................................................     36
     SECTION 6.8      REPLACEMENT OF INDENTURE TRUSTEE..................................................................     37
     SECTION 6.9      MERGER OR CONSOLIDATION OF INDENTURE TRUSTEE......................................................     38
     SECTION 6.10     APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE. ...............................     38
     SECTION 6.11     ELIGIBILITY; DISQUALIFICATION.....................................................................     39
     SECTION 6.12     PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER..................................................     40
     SECTION 6.13     REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE...............................................     40
     SECTION 6.14     INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES .................................     41
     SECTION 6.15     SUIT FOR ENFORCEMENT..............................................................................     41
     SECTION 6.16     RIGHTS OF NOTEHOLDERS TO DIRECT INDENTURE TRUSTEE.................................................     41

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS..............................................................................     41

     SECTION 7.1      ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS ...........................     41
     SECTION 7.2      PRESERVATION OF INFORMATION, COMMUNICATIONS TO NOTEHOLDERS........................................     41
     SECTION 7.3      REPORTS BY ISSUER.................................................................................     42
     SECTION 7.4      REPORTS BY TRUSTEE................................................................................     42

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.......................................................................     43

     SECTION 8.1      COLLECTION OF MONEY...............................................................................     43
     SECTION 8.2      DESIGNATED ACCOUNTS; PAYMENTS.....................................................................     43
     SECTION 8.3      GENERAL PROVISIONS REGARDING ACCOUNTS.............................................................     45
     SECTION 8.4      RELEASE OF TRUST ESTATE...........................................................................     45
     SECTION 8.5      OPINION OF COUNSEL................................................................................     46

ARTICLE IX SUPPLEMENTAL INDENTURES......................................................................................     46

     SECTION 9.1      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS............................................     46
     SECTION 9.2      SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS...............................................     47
     SECTION 9.3      EXECUTION OF SUPPLEMENTAL INDENTURES..............................................................     49
     SECTION 9.4      EFFECT OF SUPPLEMENTAL INDENTURE..................................................................     49
</TABLE>

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<TABLE>
<S>                                                                                                                          <C>
     SECTION 9.5      CONFORMITY WITH TRUST INDENTURE ACT...............................................................     49
     SECTION 9.6      REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.....................................................     49

ARTICLE X REDEMPTION OF NOTES...........................................................................................     49

     SECTION 10.1     REDEMPTION........................................................................................     49
     SECTION 10.2     FORM OF REDEMPTION NOTICE.........................................................................     50
     SECTION 10.3     NOTES PAYABLE ON REDEMPTION DATE..................................................................     50

ARTICLE XI MISCELLANEOUS................................................................................................     50

     SECTION 11.1     COMPLIANCE CERTIFICATES AND OPINIONS, ETC.........................................................     50
     SECTION 11.2     FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE..................................................     52
     SECTION 11.3     ACTS OF NOTEHOLDERS...............................................................................     53
     SECTION 11.4     NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING AGENCIES ..................................     53
     SECTION 11.5     NOTICES TO NOTEHOLDERS; WAIVER....................................................................     54
     SECTION 11.6     ALTERNATE PAYMENT AND NOTICE PROVISIONS...........................................................     54
     SECTION 11.7     CONFLICT WITH TRUST INDENTURE ACT.................................................................     54
     SECTION 11.8     EFFECT OF HEADINGS AND TABLE OF CONTENTS..........................................................     55
     SECTION 11.9     SUCCESSORS AND ASSIGNS............................................................................     55
     SECTION 11.10    SEVERABILITY......................................................................................     55
     SECTION 11.11    BENEFITS OF INDENTURE.............................................................................     55
     SECTION 11.12    LEGAL HOLIDAYS....................................................................................     55
     SECTION 11.13    GOVERNING LAW.....................................................................................     55
     SECTION 11.14    COUNTERPARTS......................................................................................     55
     SECTION 11.15    RECORDING OF INDENTURE............................................................................     55
     SECTION 11.16    NO RECOURSE.......................................................................................     56
     SECTION 11.17    NO PETITION.......................................................................................     56
     SECTION 11.18    INSPECTION........................................................................................     56
     SECTION 11.19    INDEMNIFICATION BY AND REIMBURSEMENT OF THE SERVICER..............................................     57
</TABLE>

Exhibit A        Location of Schedule of Initial Receivables and Schedules of
                 Additional Receivables

Exhibit B        Form of Note Depository Agreement for the Notes

Exhibit C-1      Form of Fixed Rate Asset Backed Note

Exhibit C-2      Form of Floating Rate Asset Backed Note

Exhibit C-3      Form of Fixed Rate Class D Note

Exhibit D        Rule 144A Certificate

                                       iii
<PAGE>

            THIS INDENTURE, dated as of December 9, 2004, between CAPITAL AUTO
RECEIVABLES ASSET TRUST 2004-2, a Delaware statutory trust (the "Issuer"), and
JPMORGAN CHASE BANK, N.A., as trustee and not in its individual capacity (the
"Indenture Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Secured Parties (only to the extent
expressly provided herein):

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the Initial
Closing Date and at each Subsequent Closing Date, as applicable, as trustee for
the benefit of the Secured Parties (only to the extent expressly provided
herein):

            (a) all right, title and interest of the Issuer in, to and under the
Initial Receivables listed on the Schedule of Initial Receivables and (i) in the
case of Initial Receivables that are Scheduled Interest Receivables, all monies
due thereunder on and after the Initial Cutoff Date and (ii) in the case of
Initial Receivables that are Simple Interest Receivables, all monies received
thereon on and after the Initial Cutoff Date, in each case, exclusive of any
amounts allocable to the premium for physical damage insurance force-placed by
GMAC, as servicer of the Receivables, covering any related Financed Vehicle;

            (b) the interest of the Issuer in the security interests in the
Financed Vehicles granted by Obligors pursuant to the Initial Receivables and,
to the extent permitted by law, any accessions thereto;

            (c) the interest of the Issuer in any proceeds from claims on any
physical damage, credit life, credit disability or other insurance policies
covering Financed Vehicles or Obligors;

            (d) the interest of the Issuer in any proceeds from recourse against
Dealers on the Initial Receivables;

            (e) the right to purchase Additional Receivables during the
Revolving Period at a price equal to the Aggregate Additional Receivables
Principal Balance of such Additional Receivables as of each Distribution Date;

            (f) all right, title and interest of the Issuer in, to and under the
Additional Receivables listed on each Schedule of Additional Receivables and (i)
in the case of Additional Receivables that are Scheduled Interest Receivables,
all monies due thereunder on and after the applicable Subsequent Cutoff Date and
(ii) in the case of Additional Receivables that are Simple Interest Receivables,
all monies received thereon on and after the applicable Subsequent Cutoff Date,
in each case exclusive of any amounts allocable to the premium for physical
damage insurance force-placed by GMAC, as servicer of the Receivables, covering
any related Financed Vehicle;

            (g) the interest of the Issuer in the security interests in the
Financed Vehicles granted by Obligors pursuant to the Additional Receivables
and, to the extent permitted by law, any accessions thereto;

<PAGE>

            (h) the interest of the Issuer in any proceeds from claims on any
physical damage, credit life, credit disability or other insurance policies
covering Financed Vehicles or Obligors;

            (i) the interest of the Issuer in any proceeds from recourse against
Dealers on the Additional Receivables;

            (j) all right, title and interest of the Issuer in, to and under the
First Step Initial Receivables Assignment and the applicable First Step
Additional Receivables Assignment;

            (k) all right, title and interest of the Issuer in, to and under the
Second Step Initial Receivables Assignment and the applicable Second Step
Additional Receivables Assignment;

            (l) all right, title and interest in the Reserve Account Property
and all other funds on deposit from time to time in the Accumulation Account,
the Collection Account and the Note Distribution Account;

            (m) all right, title and interest of the Issuer in, to and under the
Trust Sale and Servicing Agreement and any other Further Transfer and Servicing
Agreements, including all rights of the Seller under the Pooling and Servicing
Agreement and the Custodian Agreement assigned to the Issuer pursuant to the
Trust Sale and Servicing Agreement;

            (n) all right, title and interest of the Issuer in, to and under any
Third Party Instrument; and

            (o) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all
the foregoing, including all proceeds of the conversion of any or all of the
foregoing, 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, investment
property, payment intangibles, general intangibles, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral").

            The foregoing Grant is made in trust to secure the Secured
Obligations, equally and ratably without prejudice, priority or distinction, and
to secure compliance with the provisions of this Indenture, all as provided in
this Indenture. This Indenture constitutes a security agreement under the UCC.

            The foregoing Grant includes all rights, powers and options (but
none of the obligations, if any) of the Issuer under any agreement or instrument
included in the Collateral, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Receivables included in the Collateral and all other monies
payable under the Collateral, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Issuer or otherwise and
generally to do and receive anything that the Issuer is or may be entitled to do
or receive under or with respect to the Collateral.

                                       2
<PAGE>

            The Indenture Trustee, as trustee on behalf of the Secured Parties
and (only to the extent expressly provided herein) the Certificateholders,
acknowledges such Grant and accepts the trusts under this Indenture in
accordance with the provisions of this Indenture.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.1 Definitions.Certain capitalized terms used in this Indenture
shall have the respective meanings assigned them in Part I of Appendix A to the
Trust Sale and Servicing Agreement (as amended from time to time, the "Trust
Sale and Servicing Agreement") dated as of the date hereof, among the Issuer,
CARI and General Motors Acceptance Corporation ("GMAC"). All references in this
Indenture to Articles, Sections, subsections and exhibits are to the same
contained in or attached to this Indenture unless otherwise specified. All terms
defined in this Indenture shall have the defined meanings when used in any
certificate, notice, Note or other document made or delivered pursuant hereto
unless otherwise defined therein. The rules of construction set forth in Part II
of such Appendix A shall be applicable to this Indenture.

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

      "Commission" means the Securities and Exchange Commission.

      "indenture securities" means the Notes.

      "indenture security holder" means a Noteholder.

      "indenture to be qualified" means this Indenture.

      "indenture trustee" 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 reference to another statute or defined by a Commission rule
have the respective meanings assigned to them by such definitions.

                                   ARTICLE II
                                    THE NOTES

      SECTION 2.1 Form.

            (a) Each of the Class A-1a Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, together,
in each case, with the Indenture Trustee's certificate of

                                       3
<PAGE>

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

            (b) The Definitive Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such Notes,
as evidenced by their execution of such Notes.

            (c) The terms of each class of Notes as provided for in Exhibits C-1
, C-2 and C-3 hereto are part of the terms of this Indenture.

      SECTION 2.2 Execution, Authentication and Delivery.

            (a) Each Note shall be dated the date of its authentication and
shall be issuable as a registered Note in the minimum denomination of $1,000 and
in integral multiples thereof (except, if applicable, for one Note representing
a residual portion of each class which may be issued in a different
denomination).

            (b) 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.

            (c) 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
office prior to the authentication and delivery of such Notes or did not hold
such office at the date of such Notes.

            (d) The Indenture Trustee, in exchange for the Grant of the
Receivables and the other components of the Trust, simultaneously with the Grant
to the Indenture Trustee of the Receivables, and the constructive delivery to
the Indenture Trustee of the Receivables Files and the other components and
assets of the Trust, shall cause to be authenticated and delivered to or upon
the order of the Issuer, Notes for original issue in aggregate principal amount
of $2,597,263,866, comprised of (i) Class A-1a Notes in the aggregate principal
amount of $220,000,000 (ii) Class A-1b Notes in the aggregate principal amount
of 657,000,000 (iii) Class A-2 Notes in the aggregate principal amount of
$740,000,000 (iv) Class A-3 Notes in the aggregate principal amount of
$558,000,000, (iv) Class A-4 Notes in the aggregate principal amount of
$240,455,000 (v) Class B Notes in the aggregate principal amount of $97,397,000
(vi) Class C Notes in the aggregate principal amount of $32,465,000 and (vii)
Class D Notes in the aggregate principal amount of $25,972,000. The aggregate
principal amount of all Notes outstanding at any time may not exceed
$2,597,263,866, except as provided in Section 2.5.

                                       4
<PAGE>

            (e) No Notes 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 set forth in Exhibit
C-1, Exhibit C-2 or Exhibit C-3 as applicable, executed by the Indenture Trustee
by the manual signature of one of its Authorized Officers, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder.

      SECTION 2.3 Temporary Notes.

            (a) Pending the preparation of Definitive Notes, if any, the Issuer
may execute, and upon receipt of an Issuer Order the Indenture Trustee shall
authenticate and deliver, such Temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations as are
consistent with the terms of this Indenture as the officers executing such Notes
may determine, as evidenced by their execution of such Notes.

            (b) If Temporary Notes are issued, 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 Agency Office of the Issuer to be
maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more Temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so delivered in exchange, the Temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Notes.

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

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

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

            (c) Upon surrender for registration of transfer of any Note at the
Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute,

                                       5
<PAGE>

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 a like aggregate
principal amount.

            (d) At the option of the Noteholder, Notes may be exchanged for
other Notes of the same class in any authorized denominations, of a like
aggregate principal amount, upon surrender of such Notes to be exchanged at the
Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, and the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, such Notes which the Noteholder making the exchange is entitled to
receive.

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

            (f) Every Note presented or surrendered for registration of transfer
or exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee and the Note
Registrar, duly executed by the Holder thereof or such Holder's attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office of the Indenture Trustee is
located, or by a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require.

            (g) No service charge shall be made to a Holder for any registration
of transfer or exchange of Notes, but the Issuer or Indenture Trustee 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 Sections 2.3 or 9.6 not
involving any transfer.

            (h) By acquiring a Note, each purchaser and transferee shall be
deemed to represent and warrant that either (a) it is not acquiring the Note
with the plan assets of a Benefit Plan or (b) the acquisition and holding of the
Note will not give rise to a non-exempt prohibited transaction under Section
406(a) of ERISA of Section 4975 of the Code.

            (i) The preceding provisions of this Section 2.4 notwithstanding,
the Issuer shall not be required to transfer or make exchanges, and the Note
Registrar need not register transfers or exchanges, of Notes that: (i) have been
selected for redemption pursuant to Article X, if applicable; or (ii) are due
for repayment within fifteen (15) days of submission to the Corporate Trust
Office or the Agency Office.

      SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

            (a) If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required

                                       6
<PAGE>

by it to hold the Issuer and the Indenture Trustee harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
that such Note has been acquired by a bona fide purchaser, the Issuer shall
execute and upon the Issuer's request the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note of a like class and aggregate principal
amount; provided, however, that if any such destroyed, lost or stolen Note, but
not a mutilated Note, shall have become or within seven (7) days shall be due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may make payment to the Holder of such destroyed,
lost or stolen Note when so due or payable or upon the Redemption Date, if
applicable, without surrender thereof.

            (b) If, after the delivery of a replacement Note or payment in
respect of a destroyed, lost or stolen Note pursuant to subsection (a), a bona
fide purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from (i) any Person to whom it was delivered, (ii) the Person taking such
replacement Note from the Person to whom such replacement Note was delivered; or
(iii) any assignee of such Person, except a bona fide purchaser, and the Issuer
and the Indenture Trustee 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.

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

            (d) Any duplicate Note issued pursuant to this Section 2.5 in
replacement for 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 found at any time or be
enforced by any Person, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

            (e) 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 Noteholders. 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 Noteholder for
the purpose of receiving payments of principal of and interest on such Note and
for all other purposes whatsoever, whether or not such 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.

                                       7
<PAGE>

            (a) Interest on each class of Notes shall accrue in the manner set
forth in Exhibit C-1, Exhibit C-2 and Exhibit C-3, as applicable for such class,
at the applicable Interest Rate for such class and will be due and payable on
each Distribution Date in accordance with the priorities set forth in Section
8.2(c). Any instalment of interest payable on any Note shall be punctually paid
or duly provided for by a deposit by or at the direction of the Issuer into the
Note Distribution Account on the applicable Distribution Date and shall be paid
to the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the applicable Record Date, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date; provided, however, that, unless and until Definitive Notes have
been issued pursuant to Section 2.12, with respect to Notes registered on the
applicable Record Date in the name of the Note Depository (initially, Cede &
Co.), payment shall be made by wire transfer in immediately available funds to
the account designated by the Note Depository; provided, further, that with
respect to any Private Notes, upon written request of the Holder thereof,
payment shall be made by wire transfer of immediately available funds to the
account designated by such Holder until further written notice from such Holder.

            (b) Prior to the occurrence of an Event of Default and a declaration
in accordance with Section 5.2(a) that the Notes have become immediately due and
payable, the principal of each class of Notes shall be payable in full on the
Final Scheduled Distribution Date for such class and, during the Amortization
Period, to the extent of funds available therefor, in instalments on the
Distribution Dates (if any) preceding the Final Scheduled Distribution Date for
such class, in the amounts and in accordance with the priorities set forth in
Section 8.2(c)(ii) or (iii), as applicable. All principal payments on each class
of Notes on any Distribution Date shall be made pro rata to the Noteholders of
such class entitled thereto. Any instalment of principal payable on any Note
shall be punctually paid or duly provided for by a deposit by or at the
direction of the Issuer into the Note Distribution Account on the applicable
Distribution Date and shall be paid to the Person in whose name such Note (or
one or more Predecessor Notes) is registered on the applicable Record Date, by
check mailed first-class, postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided, however, that, (A) unless
and until Definitive Notes have been issued pursuant to Section 2.12, with
respect to Notes registered on the Record Date in the name of the Note
Depository, payment shall be made by wire transfer in immediately available
funds to the account designated by the Note Depository and (B) with respect to
any Private Notes, upon written request of the Holder thereof, payment shall be
made by wire transfer of immediately available funds to the account designated
by such Holder until further written notice from such Holder, except for, in
each case: (i) the final instalment of principal on any Note; and (ii) the
Redemption Price for the Notes redeemed pursuant to Section 10.1, which, in each
case, shall be payable as provided herein. The funds represented by any such
checks in respect of interest or principal returned undelivered shall be held in
accordance with Section 3.3.

            (c) From and after the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, until such time as all Events of Default have been
cured or waived as provided in Section 5.2(b), all interest and principal
payments shall be allocated:

                  (i) first, for payment of interest pro rata on the Class A
Notes, the Aggregate Class A Interest Distributable Amount

                                       8
<PAGE>

                  (ii) second, an amount equal to the Note Principal Balance of
the Class A Notes (after giving effect to the reduction in the Note Principal
Balance to result from the deposits made in the Note Distribution Account on
such Distribution Date and on each prior Distribution Date) for payment of
principal pro rata on the Class A Notes;

                  (iii) third, an amount equal to the Aggregate Class B Interest
Distributable Amount for payment of interest on the Class B Notes;

                  (iv) fourth, an amount equal to the Note Principal Balance of
the Class B Notes (after giving effect to the reduction in the Note Principal
Balance to result from the deposits made in the Note Distribution Account on
such Distribution Date and on each prior Distribution Date) for payment of
principal on the Class B Notes;

                  (v) fifth, an amount equal to the Aggregate Class C Interest
Distributable Amount for payment of interest on the Class C Notes;

                  (vi) sixth, an amount equal to the Note Principal Balance of
the Class C Notes (after giving effect to the reduction in the Note Principal
Balance to result from the deposits made in the Note Distribution Account on
such Distribution Date and on each prior Distribution Date) for payment of
principal on the Class C Notes;

                  (vii) seventh, an amount equal to the Aggregate Class D
Interest Distributable Amount for payment of interest on the Class D Notes; and

                  (viii) eighth, an amount equal to the Note Principal Balance
of the Class D Notes (after giving effect to the reduction in the Note Principal
Balance to result from the deposits made in the Note Distribution Account on
such Distribution Date and on each prior Distribution Date) for payment of
principal on the Class D Notes.

            (d) With respect to any Distribution Date on which the final
instalment of principal and interest on a class of Notes is to be paid, the
Indenture Trustee on behalf of the Issuer shall notify each Noteholder of record
of such class as of the Record Date for such Distribution Date of the fact that
the final instalment of principal of and interest on such Note is to be paid on
such Distribution Date. With respect to any such class of Notes, such notice
shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are
outstanding; or (ii) not later than three (3) Business Days after such Record
Date in accordance with Section 11.5(a) if Definitive Notes are outstanding, and
shall specify that such final instalment shall be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such instalment and the manner in which
such payment shall be made. Notices in connection with redemptions of Notes
shall be mailed to Noteholders as provided in Section 10.2. Within sixty (60)
days of the surrender pursuant to this Section 2.7(d) or cancellation pursuant
to Section 2.8 of all of the Notes of a particular class, the Indenture Trustee
if requested shall provide each of the Rating Agencies with written notice
stating that all Notes of such class have been surrendered or canceled.

      SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment,
redemption, exchange or registration of transfer shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the

                                       9
<PAGE>

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 canceled by the Indenture Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 2.8, except as expressly permitted by this Indenture. All canceled
Notes may be held or disposed of by the Indenture Trustee in accordance with its
standard retention or disposal policy as in effect at the time unless the Issuer
shall direct by an Issuer Order that they be destroyed or returned to it;
provided, however, that such Issuer Order is timely and the Notes have not been
previously disposed of by the Indenture Trustee. The Indenture Trustee shall
certify to the Issuer upon request that surrendered Notes have been duly
canceled and retained or destroyed, as the case may be.

      SECTION 2.9 Release of Collateral. The Indenture Trustee shall release
property from the lien of this Indenture other than as permitted by Sections
3.21, 8.2, 8.4 and 11.1, only upon receipt of an Issuer Request accompanied by
an Officer's Certificate, an Opinion of Counsel (to the extent required by the
TIA) and Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1).

      SECTION 2.10 Book-Entry Notes. Subject to Section 2.15, the Notes, upon
original issuance, shall be issued in the form of a typewritten Note or Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company, as the initial Clearing Agency, or its custodian, by or on behalf of
the Issuer. Such Note or Notes shall be registered on the Note Register in the
name of the Note Depository, and no Note Owner shall receive a Definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.12. Unless and until the Definitive Notes have been issued to Note
Owners pursuant to Section 2.12:

            (a) the provisions of this Section 2.10 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 such Notes and the giving of
instructions or directions hereunder) as the sole Holder of such Notes and shall
have no obligation to the Note Owners;

            (c) to the extent that the provisions of this Section 2.10 conflict
with any other provisions of this Indenture, the provisions of this Section 2.10
shall control;

            (d) the rights of the Note Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such Note Owners and the Clearing Agency and/or the Clearing
Agency Participants. Unless and until Definitive Notes are issued pursuant to
Section 2.12, the initial Clearing Agency shall make book-entry transfers
between the Clearing Agency Participants and receive and transmit payments of
principal of and interest on such Notes to such Clearing Agency Participants,
pursuant to the Note Depository Agreement; and

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

                                       10
<PAGE>

Outstanding Amount of the Controlling Class, the Clearing Agency shall be deemed
to represent such percentage only to the extent that it has (i) received
instructions to such effect from Note Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial
interest in the Notes; and (ii) 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 Noteholders to the Clearing Agency and shall
have no other obligation to the Note Owners.

      SECTION 2.12 Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes and
the Issuer is unable to locate a qualified successor; (ii) the Administrator, at
its option, advises the Indenture Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency; or (iii) after the occurrence
of an Event of Default or a Servicer Default, Note Owners representing
beneficial interests aggregating at least a majority of the Outstanding Amount
of the Controlling Class advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of 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.

      SECTION 2.13 Seller as Noteholder. The Seller in its individual or any
other capacity may become the owner or pledgee of Notes of any class and may
otherwise deal with the Issuer or its affiliates with the same rights it would
have if it were not the Seller.

      SECTION 2.14 Tax Treatment. The Seller and the Indenture Trustee, by
entering into this Indenture, and the Noteholders, by acquiring any Note or
interest therein, (i) express their intention that the Notes qualify under
applicable tax law as indebtedness secured by the Collateral, and (ii) unless
otherwise required by appropriate taxing authorities, agree to treat the Notes
as indebtedness secured by the Collateral for the purpose of federal income
taxes, state and local income and franchise taxes, Michigan single business tax,
and any other taxes imposed upon, measured by or based upon gross or net income.

      SECTION 2.15 Special Terms Applicable to the Private Notes.

            (a) None of the Private Notes have been or will be registered under
the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any other jurisdiction.

                                       11
<PAGE>

Consequently, the Private Notes are not transferable other than pursuant to an
exemption from the registration requirements of the Securities Act and
satisfaction of certain other provisions specified herein. The Class D Notes or
an interest in the Class D Notes are being sold in a private placement pursuant
to Section 4(2) of the Securities Act on the date hereof. Thereafter, no further
sale, pledge or other transfer of any Private Note (or interest therein) may be
made by any person unless either (i) such sale, pledge or other transfer is made
to a "qualified institutional buyer" that executes a certificate, in the form
attached hereto as Exhibit D or otherwise in form and substance satisfactory to
the Indenture Trustee and the Seller, to the effect that (A) it is a "qualified
institutional buyer" as defined under Rule 144A under the Securities Act, acting
for its own account or the accounts of other "qualified institutional buyers" as
defined under Rule 144A under the Securities Act, and (B) it is aware that the
transferor of such Note intends to rely on the exemption from the registration
requirements of the Securities Act provided by Rule 144A under the Securities
Act, or (ii) such sale, pledge or other transfer is otherwise made in a
transaction exempt from the registration requirements of the Securities Act, in
which case (A) the Indenture Trustee shall require that both the prospective
transferor and the prospective transferee certify to the Indenture Trustee and
the Seller in writing the facts surrounding such transfer, which certification
shall be in form and substance satisfactory to the Indenture Trustee and the
Seller, and (B) the Indenture Trustee shall require a written opinion of counsel
(which will not be at the expense of the Seller, the Servicer or the Indenture
Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that
such transfer will not violate the Securities Act. Neither the Seller nor the
Indenture Trustee will register any of the Private Notes under the Securities
Act, qualify any of the Private Notes under the securities laws of any state or
provide registration rights to any purchaser or holder thereof.

            (b) The Issuer is authorized and directed to withhold tax at the
highest United Sates federal income tax rate applicable to ordinary income from
any payment of interest to a foreign Noteholder as if such interest allocable to
the foreign Noteholder were effectively connected with the conduct of a trade or
business within the United States. In determining the non-foreign status of the
Noteholder, the Issuer shall be entitled to rely on the Noteholder's
certification of non-foreign status signed under penalties of perjury. Each
foreign Noteholder shall obtain a taxpayer identification number from the United
States Internal Revenue Service and submit that number to the Issuer on an
appropriate form in order to assure appropriate crediting of the taxes withheld.
The amount of any tax so withheld shall be treated as interest paid in cash to
such foreign Noteholder at the time it is withheld by the Issuer and remitted to
the United States Internal Revenue Service. Any withholding of tax hereunder
shall not prevent the Issuer or the foreign Noteholder from contesting any such
tax in appropriate proceedings. A foreign Noteholder who wishes to apply for a
refund of any such withholding tax shall file with the United States Internal
Revenue Service a claim for refund. Such claim of the foreign Noteholder shall
be made solely against the United States Internal Revenue Service or the United
States.

            (c) Each Private Note shall bear a legend to the effect set forth in
the first two sentences of subsection (a) above.

                                       12
<PAGE>

                                   ARTICLE III
                                    COVENANTS

      SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. On each Distribution Date and on the
Redemption Date (if applicable), the Issuer shall cause amounts on deposit in
the Note Distribution Account to be distributed to the Noteholders in accordance
with Sections 2.7 and 8.2, less amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal. Any
amounts so withheld shall be considered as having been paid by the Issuer to
such Noteholder for all purposes of this Indenture.

      SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes
remains outstanding, the Issuer shall maintain in the Borough of Manhattan, the
City of New York, an office (the "Agency Office"), being an office or agency
where Notes may be surrendered to the Issuer 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 the Agency Office. 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 of the Indenture Trustee,
and the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.

      SECTION 3.3 Money for Payments To Be Held in Trust.

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

            (b) On or before each Distribution Date or the Redemption Date (if
applicable), the Issuer shall deposit or cause to be deposited in the Note
Distribution Account pursuant to Section 4.06 of the Trust Sale and Servicing
Agreement an aggregate sum sufficient to pay the amounts then becoming due with
respect to the Notes, such sum to be held in trust for the benefit of the
Persons entitled thereto.

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

                  (i) hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be

                                       13
<PAGE>

paid to such Persons or otherwise disposed of as herein provided and pay such
sums to such Persons as herein provided;

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

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

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

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

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

                                       14
<PAGE>

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

      SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge.

            (a) The Issuer shall from time to time execute and deliver all such
supplements and amendments hereto and authorize or execute, as applicable, and
deliver all such financing statements, continuation statements, instruments of
further assurance and other instruments, and shall take such other action
necessary or advisable to:

                  (i) maintain or preserve the lien and security interest (and
the priority thereof) of this Indenture or carry out more effectively the
purposes hereof, including by making the necessary filings of financing
statements or amendments thereto within sixty (60) days after the occurrence of
any of the following and by promptly notifying the Indenture Trustee of any such
filings: (A) any change in the Issuer's true legal name or any of its trade
names, (B) any change in the location of the Issuer's principal place of
business, (C) any merger or consolidation or other change in the Issuer's
identity or organizational structure or jurisdiction of organization or in which
the Issuer is located for purposes of the UCC and (D) any other change or
occurrence that would make any financing statement or amendment thereto
seriously misleading within the meaning of the UCC.

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

                  (iii) enforce the rights of the Indenture Trustee and the
Noteholders in any of the Collateral; or

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

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

            (b) The Indenture Trustee acknowledges the pledge by the Seller to
the Indenture Trustee pursuant to the Granting Clause of this Indenture of (i)
all of the Seller's right, title and interest in and to the Reserve Account
Property in order to provide for the payment to the Financial Parties and the
Servicer in accordance with Sections 4.06(c), (d) and (e) of the Trust Sale and
Servicing Agreement, to assure availability of the amounts maintained in the
Reserve

                                       15
<PAGE>

Account for the benefit of the Financial Parties and the Servicer and as
security for the performance by the Seller of its obligations under the Trust
Sale and Servicing Agreement.

            (c) The Issuer hereby authorizes the Indenture Trustee to file all
financing statements naming the Issuer as debtor that are necessary or advisable
to perfect, make effective or continue the lien and security interest of this
Indenture, and authorizes the Indenture Trustee to take any such action without
its signature.

      SECTION 3.6 Opinions as to Trust Estate.

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

            (b) On or before March 15 in each calendar year, beginning March 15,
2006, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the authorization, execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the authorization, 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 March 15 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 all
reasonable efforts not to permit any action to be taken by others that would
release any Person from any of such Person's material covenants or obligations
under any instrument or agreement included in the Trust Estate or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as otherwise expressly provided in this Indenture, the Trust
Sale and Servicing Agreement, the Pooling and Servicing Agreement, the
Administration Agreement 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 the Basic Documents or an
Officer's Certificate of the Issuer shall be deemed to be

                                       16
<PAGE>

action taken by the Issuer. Initially, the Issuer has contracted with the
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture.

            (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including but
not limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture, the
Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.

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

            (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it shall not, without the
prior written consent of the Indenture Trustee or the Holders of at least a
majority in Outstanding Amount of the Controlling Class, as applicable in
accordance with the terms of this Indenture, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or any of the
Basic Documents, or waive timely performance or observance by the Servicer or
the Seller under the Trust Sale and Servicing Agreement, the Custodian Agreement
or the Pooling and Servicing Agreement, the Administrator under the
Administration Agreement or GMAC under the Pooling and Servicing Agreement.

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

            (a) sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, except the Issuer may cause the Servicer to
(i) collect, liquidate, sell or otherwise dispose of Receivables (including
Warranty Receivables, Administrative Receivables and Liquidating Receivables),
(ii) make cash payments out of the Designated Accounts, Payment Ahead Servicing
Account and the Certificate Distribution Account and (iii) take other actions,
in each case as permitted by the Basic Documents;

            (b) 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;

                                       17
<PAGE>

            (c) voluntarily commence any insolvency, readjustment of debt,
marshaling of assets and liabilities or other proceeding, or apply for an order
by a court or agency or supervisory authority for the winding-up or liquidation
of its affairs or any other event specified in Section 5.1(f); or

            (d) either (i) permit the validity or effectiveness of this
Indenture or any Basic Document 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, charge, excise, claim, security interest, mortgage
or other encumbrance (other than the lien of this Indenture) to be created on or
extend to or otherwise arise upon or burden the Trust Estate or any part thereof
or any interest therein or the proceeds thereof (other than tax liens,
mechanics' liens and other liens that arise by operation of law, in each case on
a Financed Vehicle and arising solely as a result of an action or omission of
the related Obligor), or (iii) permit the lien of this Indenture not to
constitute a valid first priority security interest in the Trust Estate (other
than with respect to any such tax, mechanics' or other lien).

      SECTION 3.9 Annual Statement as to Compliance. The Issuer shall deliver to
the Indenture Trustee on or before March 15 of each year, beginning March 15,
2006, an Officer's Certificate signed by an Authorized Officer, dated as of
December 31 of the immediately preceding year, in each case stating that:

            (a) a review of the activities of the Issuer during the preceding
12-month period (or, with respect to the first such Officer's Certificate, such
period as shall have elapsed since the Initial Closing Date) and of performance
under this Indenture has been made under such Authorized Officer's supervision;
and

            (b) to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has fulfilled all of its obligations under this
Indenture throughout such period, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
Authorized Officer and the nature and status thereof. A copy of such certificate
may be obtained by any Noteholder by a request in writing to the Issuer
addressed to the Corporate Trust Office of the Indenture Trustee.

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

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

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

                                       18
<PAGE>

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

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

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

                  (v) the Issuer shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each
stating:

                        (A) that such consolidation or merger and such
      supplemental indenture comply with this Section 3.10;

                        (B) that such consolidation or merger and such
      supplemental indenture shall have no material adverse tax consequence to
      the Issuer or any Financial Party; and

                        (C) that all conditions precedent herein provided for in
      this Section 3.10 have been complied with, which shall include any filing
      required by the Exchange Act.

            (b) Except as otherwise expressly permitted by this Indenture or the
other Basic Documents, the Issuer shall not sell, convey, exchange, transfer or
otherwise dispose of any of its properties or assets, including those included
in the Trust Estate, to any Person, unless:

                  (i) the Person that acquires such properties or assets of the
Issuer (1) shall be a United States citizen or a Person organized and existing
under the laws of the United States of America or any State and (2) by an
indenture supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee:

                        (A) expressly assumes the due and punctual payment of
      the principal of and interest on all Notes and the performance or
      observance of every agreement and covenant of this Indenture on the part
      of the Issuer to be performed or observed, all as provided herein;

                        (B) expressly agrees that all right, title and interest
      so sold, conveyed, exchanged, transferred or otherwise disposed of shall
      be subject and subordinate to the rights of the Secured Parties;

                        (C) unless otherwise provided in such supplemental
      indenture, expressly agrees to indemnify, defend and hold harmless the
      Issuer against and from any loss, liability or expense arising under or
      related to this Indenture and the Notes; and

                                       19
<PAGE>

                        (D) expressly agrees that such Person (or if a group of
      Persons, then one specified Person) shall make all filings with the
      Commission (and any other appropriate Person) required by the Exchange Act
      in connection with the Notes;

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

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

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

                  (v) the Issuer shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each
stating that:

                        (A) such sale, conveyance, exchange, transfer or
      disposition and such supplemental indenture comply with this Section 3.10;

                        (B) such sale, conveyance, exchange, transfer or
      disposition and such supplemental indenture have no material adverse tax
      consequence to the Trust or to any Financial Parties; and

                        (C) that all conditions precedent herein provided for in
      this Section 3.10 have been complied with, which shall include any filing
      required by the Exchange Act.

      SECTION 3.11 Successor or Transferee.

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

            (b) Upon a conveyance or transfer of substantially all the assets
and properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be
released from every covenant and agreement of this Indenture and the other Basic
Documents to be observed or performed on the part of the Issuer with respect to
the Notes immediately upon the delivery of written notice to the Indenture
Trustee from the Person acquiring such assets and properties stating that the
Issuer is to be so released.

      SECTION 3.12 No Other Business. The Issuer shall not engage in any
business or activity other than acquiring, holding and managing the Collateral
and the proceeds therefrom in the manner contemplated by the Basic Documents,
issuing the Notes and the Certificates, making payments on the Notes and the
Certificates and such other activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto, as set forth
in Section 2.3 of the Trust Agreement.

                                       20
<PAGE>

      SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for money borrowed other than indebtedness for money borrowed in
respect of the Notes or otherwise in accordance with the Basic Documents.

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

      SECTION 3.15 Servicer's Obligations. The Issuer shall use its best efforts
to cause the Servicer to comply with its obligations under Section 3.10 of the
Pooling and Servicing Agreement and Sections 4.01 and 4.02 of the Trust Sale and
Servicing Agreement.

      SECTION 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (whether by long-term or operating lease or otherwise) for capital
assets (either real, personal or intangible property) other than the purchase of
the Receivables and other property and rights from the Seller pursuant to the
Trust Sale and Servicing Agreement.

      SECTION 3.17 Removal of Administrator. 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 with such
removal.

      SECTION 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the Notes, so long as any Notes are Outstanding,
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, in each case with respect to any ownership or equity
interest or similar security in or of the Issuer or to the Servicer;

            (b) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or similar security; or

            (c) set aside or otherwise segregate any amounts for any such
purpose;

provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Seller, the Indenture Trustee, the Owner Trustee, and the
Financial Parties as permitted by, and to the extent funds are available for
such purpose under, the Trust Sale and Servicing Agreement, the Trust Agreement
or the other Basic Documents. The Issuer shall not, directly or indirectly, make
payments to or distributions from the Collection Account except in accordance
with the Basic Documents.

                                       21
<PAGE>

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

      SECTION 3.20 Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

      SECTION 3.21 Indenture Trustee's Assignment of Administrative Receivables
and Warranty Receivables. Upon receipt of the Administrative Purchase Payment or
the Warranty Payment with respect to an Administrative Receivable or a Warranty
Receivable, as the case may be, the Indenture Trustee shall assign, without
recourse, representation or warranty, to the Servicer or the Warranty Purchaser,
as the case may be, all the Indenture Trustee's right, title and interest in and
to such repurchased Receivable, all monies due thereon, the security interest in
the related Financed Vehicle, proceeds from any Insurance Policies, proceeds
from recourse against the Dealer on such Receivable and the interests of the
Indenture Trustee in certain rebates of premiums and other amounts relating to
the Insurance Policies and any documents relating thereto, such assignment being
an assignment outright and not for security; and the Servicer or the Warranty
Purchaser, as applicable, shall thereupon own such Receivable, and all such
security and documents, free of any further obligation to the Indenture Trustee,
the Noteholders or the Certificateholders with respect thereto. If in any
enforcement suit or legal proceeding it is held that the Servicer may not
enforce a Receivable on the ground that it is not a real party in interest or a
holder entitled to enforce the Receivable, the Indenture Trustee shall, at the
Servicer's expense, take such steps as the Servicer deems necessary to enforce
the Receivable, including bringing suit in the Indenture Trustee's name or the
names of the Noteholders or, pursuant to Section 4.4, the Certificateholders.

      SECTION 3.22 Representations and Warranties by the Issuer to the Indenture
Trustee. The Issuer hereby represents and warrants to the Indenture Trustee as
follows:

            (a) Good Title. No Receivable 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 Receivables pursuant to this
Indenture, the Issuer had 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 Receivables, the unpaid indebtedness evidenced thereby and the
collateral security therefor, free of any Lien; 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 Receivables shall have been made.

                                       22
<PAGE>

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

      SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to: (i) rights
of registration of transfer and exchange; (ii) substitution of mutilated,
destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Sections
4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and the Indenture Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, if:

            (a) either:

                  (i) all Notes theretofore authenticated and delivered (other
than (A) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (B) Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee for
cancellation; or

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

                        (A) have become due and payable,

                        (B) will be due and payable on their respective Final
      Scheduled Distribution Dates within one year, or

                        (C) are to be called for redemption within one year
      under arrangements satisfactory to the Indenture Trustee for the giving of
      notice of redemption by the Indenture Trustee in the name, and at the
      expense, of the Issuer or such Notes have been redeemed in accordance with
      Section 10.1,

and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(ii) above,
has irrevocably deposited or caused to be irrevocably deposited with the
Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (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 unpaid principal and accrued interest on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due on the
Final Scheduled Distribution Date for such Notes or the Redemption Date for such
Notes (if such Notes 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 or under any Third Party Instrument by the Issuer; and

                                       23
<PAGE>

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

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

      SECTION 4.4 Duration of Position of Indenture Trustee. Notwithstanding the
earlier payment in full of all principal and interest due to the Noteholders
under the terms of the Notes and the cancellation of the Notes pursuant to
Section 3.1, the Indenture Trustee shall continue to act in the capacity as
Indenture Trustee hereunder for the benefit of the Certificateholders, for
purposes of compliance with, and the Indenture Trustee shall comply with, its
obligations under Sections 5.01(a), 7.02 and 7.03 of the Trust Sale and
Servicing Agreement, as appropriate, until such time as all payments in respect
of Certificate Balance and interest due to the Certificateholders have been paid
in full and in such capacity the Indenture Trustee shall have the rights,
benefits and immunities set forth in Article VI hereof.

                                    ARTICLE V
                              DEFAULT AND REMEDIES

      SECTION 5.1 Events of Default. For the purposes of this Indenture, "Event
of Default" wherever used herein, means any one of the following events:

            (a) failure to pay the full Noteholders' Interest Distributable
Amount on the Controlling Class on any Distribution Date, and such default shall
continue for a period of five (5) days; or

            (b) except as set forth in Section 5.1(c), failure to pay any
instalment of the principal of any Note as and when the same becomes due and
payable, and such default continues unremedied for a period of thirty (30) days
after there shall have been given, by

                                       24
<PAGE>

registered or certified mail, to the Servicer by the Indenture Trustee or to the
Servicer and the Indenture Trustee by the Holders of not less than 25% of the
Outstanding Amount of the Controlling Class, a written notice specifying such
default and demanding that it be remedied and stating that such notice is a
"Notice of Default" hereunder; or

            (c) failure to pay in full the outstanding principal balance of any
class of Notes by the Final Scheduled Distribution Date for such class; or

            (d) default in the observance or performance in any material respect
of any covenant or agreement of the Issuer made in this Indenture (other than a
covenant or agreement, a default in the observance or performance of which is
elsewhere in this specifically dealt with in this Section 5.1) which failure
materially and adversely affects the rights of the Noteholders, and such default
shall continue or not be cured, for a period of thirty (30) days after there
shall have been given, by registered or certified mail, to the Issuer and the
Seller (or the Servicer, as applicable) by the Indenture Trustee or to the
Issuer and the Seller (or the Servicer, as applicable) and the Indenture Trustee
by the Holders of at least 25% of the Outstanding Amount of the Controlling
Class, a written notice specifying such default, demanding that it be remedied
and stating that such notice is a "Notice of Default" hereunder; or

            (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 Trust Estate in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of the Trust Estate,
or ordering the winding-up or liquidation of the Issuer's affairs, and such
decree or order shall remain unstayed and in effect for a period of ninety (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.

The Issuer shall deliver to the Indenture Trustee within five (5) Business Days
after learning of the occurrence thereof, written notice in the form of an
Officer's Certificate of any event which with the giving of notice and the lapse
of time would become an Event of Default under Section 5.1(d), its status and
what action the Issuer is taking or proposes to take with respect thereto.

      SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

            (a) If an Event of Default should occur and be continuing, then and
in every such case, unless the principal amount of the Notes shall have already
become due and payable, either the Indenture Trustee or the Holders of Notes
representing not less than a majority of the Outstanding Amount of the
Controlling Class may declare all the Notes to be immediately due

                                       25
<PAGE>

and payable, by a notice in writing to the Issuer (and to the Indenture Trustee
if given by the Noteholders) setting forth the Event or Events of Default, 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.

            (b) At any time after such declaration of acceleration of maturity
of the Notes has been made and before a judgment or decree for payment of the
money due thereunder has been obtained by the Indenture Trustee as hereinafter
provided in this Article V, the Holders of Notes representing a majority of the
Outstanding Amount of the Controlling Class, by written notice to the Issuer and
the Indenture Trustee, may waive all Defaults set forth in the notice delivered
pursuant to Section 5.2(a), and rescind and annul such declaration and its
consequences; provided, that no such rescission and annulment shall extend to or
affect any other Default or impair any right consequent thereto; and provided
further, that if the Indenture Trustee shall have proceeded to enforce any right
under this Indenture and such Proceedings shall have been discontinued or
abandoned because of such rescission and annulment or for any other reason, or
such Proceedings shall have been determined adversely to the Indenture Trustee,
then and in every such case, the Indenture Trustee, the Issuer and the
Noteholders, as the case may be, shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Indenture Trustee, the Issuer and the Noteholders, as the case may be, shall
continue as though no such Proceedings had been commenced.

      SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if an Event of Default occurs
and such Event of Default has not been waived pursuant to Section 5.12, the
Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the ratable benefit of the Noteholders in accordance with their
respective outstanding principal amounts, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue
principal, at the rate borne by the Notes 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) If the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon 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
applicable law.

                                       26
<PAGE>

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

                  (i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Indenture Trustee (including any claim for reasonable
compensation to the Indenture Trustee and each predecessor 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 trustee, except as a result of negligence or bad faith) and of
the Noteholders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of Notes 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 Holders of Notes allowed in any judicial proceedings
relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee for application in accordance with the
priorities set forth in the Basic Documents, and, if 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 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
trustee except as a result of negligence or bad faith.

            (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any

                                       27
<PAGE>

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 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 Trustee and their respective agents and attorneys, shall be for the
benefit of the Secured Parties in accordance with the priorities set forth in
the Basic Documents.

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

      SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing and the Notes have been accelerated under Section
5.2(a), the Indenture Trustee may do one or more of the following (subject to
Section 5.3 and Section 5.5):

                  (i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then due and payable on the
Notes or under this Indenture with respect thereto, whether by declaration of
acceleration 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 Trust Estate;

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

                  (iv) sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private sales called and conducted in
any manner permitted by law or elect to have the Issuer maintain possession of
the Receivables and continue to apply collections on such Receivables as if
there had been no declaration of acceleration; provided, however, that the
Indenture Trustee may not sell or otherwise liquidate the Trust Estate following
an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of
all of the aggregate Outstanding Amount of the Notes consent thereto or (B) the
proceeds of such sale or liquidation distributable to the Noteholders are
sufficient to discharge in full the principal of and the accrued interest on the
Notes, at the date of such sale or liquidation or (C) (x) there has been an
Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a
failure to make a required payment of principal on any Notes, (y) the Indenture
Trustee determines that the Trust Estate will not continue to provide sufficient
funds for the payment of principal of and

                                       28
<PAGE>

interest on the Notes as and when they would have become due if the Notes had
not been declared due and payable, and (z) the Indenture Trustee obtains the
consent of Holders of a majority of the aggregate Outstanding Amount of the
Controlling Class and (ii) ten (10) days' prior written notice of sale or
liquidation has been given to the Rating Agencies. In determining such
sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

            (b) If the Indenture Trustee collects any money or property pursuant
to this Article V, it shall pay out the money or property in the following
order:

                  FIRST: to the Indenture Trustee for amounts due under Section
            6.7 and then to the Owner Trustee for amounts due to the Owner
            Trustee (not including amounts due for payments to the
            Certificateholders) under the Trust Agreement or the Trust Sale and
            Servicing Agreement; and

                  SECOND: to the Collection Account, for distribution pursuant
            to Sections 8.01(b) and (e) of the Trust Sale and Servicing
            Agreement.

      SECTION 5.5 Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled in accordance with Section 5.2(b), the Indenture Trustee may, but need
not, elect to take and maintain possession of the Trust Estate. It is the desire
of the parties hereto and the Secured Parties that there be at all times
sufficient funds for the payment of the Secured Obligations to the Secured
Parties and the Indenture Trustee shall take such desire into account when
determining whether or not to take and maintain possession of the Trust Estate.
In determining whether to take and maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

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

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

            (b) the Holders of not less than 25% of the Outstanding 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
Indenture Trustee hereunder;

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

                                       29
<PAGE>

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

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

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders of Notes or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable (on the basis of the
respective aggregate amount of principal and interest, respectively, due and
unpaid on the Notes held by each Noteholder) and common benefit of all holders
of Notes. For the protection and enforcement of the provisions of this Section
5.6, each and every Noteholder shall be entitled to such relief as can be given
either at law or in equity.

            If the Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each
representing less than a majority of the Outstanding 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.

      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, if applicable, on or after the Redemption Date) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.

      SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally to their respective 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.

                                       30
<PAGE>

      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. The Holders of a majority of the
Outstanding Amount of the Controlling Class shall, subject to provision being
made for indemnification against costs, expenses and liabilities in a form
satisfactory to the Indenture Trustee, have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided, however, that:

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

            (b) subject to the express terms of Section 5.4, any direction to
the Indenture Trustee to sell or liquidate the Trust Estate shall be by the
Holders of Notes representing not less than 100% of the Outstanding Amount of
the 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 Section
5.5, then any direction to the Indenture Trustee by Holders of Notes
representing less than 100% of the Outstanding Amount of the Notes to sell or
liquidate the Trust Estate shall be of no force and effect; and

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

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might cause it to incur any liability or
might materially adversely affect the rights of any Noteholders not consenting
to such action.

      SECTION 5.12 Waiver of Past Defaults.

            (a) Prior to the declaration of the acceleration of the maturity of
the Notes as provided in Section 5.2, the Holders of not less than a majority of
the Outstanding Amount of the Controlling Class may waive any past Default or
Event of Default and its consequences except a Default (i) in the payment of
principal of or interest on any of the Notes or (ii) in respect of a

                                       31
<PAGE>

covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Indenture Trustee and the Noteholders shall be restored to their respective
former positions and rights hereunder; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

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

      SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any Proceeding
for the enforcement of any right or remedy under this Indenture, or in any
Proceeding against the Indenture Trustee for any action taken, suffered or
omitted by it as Indenture Trustee, the filing by any party litigant in such
Proceeding of an undertaking to pay the costs of such Proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such Proceeding, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 5.13 shall not apply to:

            (a) any Proceeding instituted by the Indenture Trustee;

            (b) any Proceeding instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Controlling Class; or

            (c) any Proceeding instituted by any Noteholder for the enforcement
of the payment of principal of or interest on any Note on or after the
respective due dates expressed in such Note and in this Indenture (or, in the
case of redemption, on or after the Redemption Date).

      SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture. The Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but shall 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

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<PAGE>

the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.4(b).

      SECTION 5.16 Performance and Enforcement of Certain Obligations

            (a) Promptly following a request from the Indenture Trustee to do so
and at the Administrator's expense, the Issuer agrees to 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 of their respective obligations to
the Issuer under or in connection with the Trust Sale and Servicing Agreement
and the Pooling and Servicing Agreement or by GMAC of its obligations under or
in connection with the Pooling and Servicing Agreement in accordance with the
terms thereof or by any obligor under a Third Party Instrument of its
obligations under or in accordance with the Third Party Instrument 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
Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement and any
Third Party Instrument 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 any obligor under a Third Party Instrument thereunder
and the institution of legal or administrative actions or proceedings to compel
or secure performance by the Seller or the Servicer or any obligor under a Third
Party Instrument of their respective obligations under the Trust Sale and
Servicing Agreement, the Pooling and Servicing Agreement and any Third Party
Instrument.

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

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

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

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<PAGE>

      SECTION 6.1 Duties of Indenture Trustee.

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

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

                  (i) the Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and the
Trust Sale and Servicing Agreement and no implied covenants or obligations shall
be read into this Indenture, the Trust Sale and Servicing Agreement or any other
Basic Document 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; provided, however, that the Indenture Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.

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

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

                  (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 any provision of this Indenture or any
other Basic Document.

            (d) 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.

            (e) 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 Trust Sale and Servicing Agreement or the Trust Agreement.

            (f) No provision of this Indenture or any other Basic 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 in the
exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayments of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

                                       34
<PAGE>

            (g) Every provision of this Indenture and each other Basic Document
relating to the Indenture Trustee shall be subject to the provisions of this
Section 6.1 and to the provisions of the TIA.

            (h) The Indenture Trustee shall have no liability or responsibility
for the acts or omissions of any other party to any of the Basic Documents.

            (i) In no event shall the Indenture Trustee be liable for any
damages in the nature of special, indirect or consequential damages, however
styled, including without limitation, lost profits.

      SECTION 6.2 Rights of Indenture Trustee.

            (a) The Indenture Trustee may rely on any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Indenture Trustee need not investigate any fact or 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. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officer's Certificate or Opinion of Counsel.

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

            (d) The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that 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
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

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

            (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other

                                       35
<PAGE>

paper or document, but the Indenture Trustee, in its direction, may make such
further inquiry or investigation into such facts or matters as it may see fit.

            (h) The Indenture Trustee shall not be deemed to have notice of any
Default, Event of Default or Servicer Default unless a Responsible Officer of
the Indenture Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Indenture Trustee
at the Corporate Trust Office of the Indenture Trustee, and such notice
references the Securities and this Indenture.

            (i) The rights, privileges, protections, immunities and benefits
given to the Indenture Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Indenture Trustee
in each of its capacities hereunder, including its capacity under Section 4.4
hereof, and in connection with the performance of any of its duties or
obligations under any of the Basic Documents.

      SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer, the Servicer or any of their respective
Affiliates with the same rights it would have if it were not Indenture Trustee;
provided, however, that the Indenture Trustee shall comply with Sections 6.10
and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights.

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

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

      SECTION 6.6 Reports by Indenture Trustee to Holders. The Indenture Trustee
shall deliver to each Noteholder the information and documents set forth in
Article VII, and, in addition, all such information with respect to the Notes as
may be required to enable such Holder to prepare its federal and state income
tax returns.

      SECTION 6.7 Compensation; Indemnity.

            (a) The Issuer shall cause the Servicer pursuant to Section 3.09 of
the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to
time reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall cause the Servicer pursuant to Section 3.09 of
the Pooling and Servicing Agreement to reimburse the Indenture Trustee for all

                                       36
<PAGE>

reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, external counsel, accountants and
experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee
in accordance with Section 6.01 of the Trust Sale and Servicing Agreement.

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

      SECTION 6.8 Replacement of Indenture Trustee.

            (a) The Indenture Trustee may at any time give notice of its intent
to resign by so notifying the Issuer; provided, however, that no such
resignation shall become effective and the Indenture Trustee shall not resign
prior to the time set forth in Section 6.8(c). The Holders of a majority in
Outstanding Amount of the Controlling Class may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. Such resignation or removal shall become effective in accordance with
Section 6.8(c). The Issuer shall remove the Indenture Trustee if:

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

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

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

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

            (b) If the Indenture Trustee gives notice of its intent to resign 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 and designate a
successor Indenture Trustee.

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

            (d) If a successor Indenture Trustee does not take office within
sixty (60) days after the Indenture Trustee gives notice of its intent to resign
or is removed, the retiring Trustee, the Issuer or the Holders of a majority of
the Outstanding Amount of the Controlling Class may

                                       37
<PAGE>

petition any court of competent jurisdiction for the appointment and designation
of a successor Indenture Trustee.

            (e) 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.

            (f) Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section 6.8, the Issuer's obligations under Section 6.7 and the
Servicer's corresponding obligations under the Trust Sale and Servicing
Agreement and the Pooling and Servicing Agreement shall continue for the benefit
of the retiring Indenture Trustee.

      SECTION 6.9 Merger or Consolidation of Indenture Trustee.

            (a) Any corporation into which the Indenture Trustee may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Indenture Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Indenture Trustee,
shall be the successor of the Indenture Trustee under this Indenture; provided,
however, that such corporation shall be eligible under the provisions of Section
6.11, without the execution or filing of any instrument or any further act on
the part of any of the parties to this Indenture, anything in this Indenture to
the contrary notwithstanding.

            (b) If at the time such successor or successors by merger 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. In all such cases such certificate of
authentication shall have the same full force as is provided anywhere in the
Notes or herein with respect to the certificate of authentication of 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, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate or any Financed Vehicle may at the time be
located, the Indenture Trustee shall have the power and may execute and deliver
all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person or Persons, in such capacity and for
the benefit of the Secured Parties (only to the extent expressly provided
herein), such title to the Trust Estate, or any part hereof, and, subject to the
other provisions of this Section 6.10, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.

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<PAGE>

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

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

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

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

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

            (d) Any separate trustee or co-trustee may at any time constitute
the Indenture Trustee, 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.

      SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and (unless waived by
Moody's Investors Service, Inc.) it shall have a long term unsecured debt rating
of Baa3 or better by Moody's Investors Service, Inc. The Indenture Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in TIA Section 310(b)(1) are met.

                                       39
<PAGE>

      SECTION 6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A 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 of Indenture Trustee. The
Indenture Trustee represents and warrants as of the Initial Closing Date that:

            (a) the Indenture Trustee (i) is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States of America and (ii) satisfies the eligibility criteria set forth in
Section 6.11;

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

            (c) the execution, delivery and performance by the Indenture Trustee
of this Indenture (i) shall not violate any provision of any law or regulation
governing the banking and trust powers of the Indenture Trustee or any order,
writ, judgment or decree of any court, arbitrator, or governmental authority
applicable to the Indenture Trustee or any of its assets, (ii) shall not violate
any provision of the corporate charter or by-laws of the Indenture Trustee, or
(iii) shall not violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or imposition of
any lien on any properties included in the Trust Estate pursuant to the
provisions of any mortgage, indenture, contract, agreement or other undertaking
to which it is a party, which violation, default or lien could reasonably be
expected to have a materially adverse effect on the Indenture Trustee's
performance or ability to perform its duties under this Indenture or on the
transactions contemplated in this Indenture;

            (d) the execution, delivery and performance by the Indenture Trustee
of this Indenture shall not require the authorization, consent or approval of,
the giving of notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency regulating the
banking and corporate trust activities of the Indenture Trustee; and

            (e) this Indenture has been duly executed and delivered by the
Indenture Trustee and constitutes the legal, valid and binding agreement of the
Indenture Trustee, enforceable in accordance with its terms.

                                       40
<PAGE>

      SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Indenture Trustee shall be brought in its
own name as Indenture Trustee. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee, its agents and counsel, be for the ratable
benefit of the Noteholders and (only to the extent expressly provided herein)
the Certificateholders in respect of which such judgment has been obtained.

      SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and
be continuing, the Indenture Trustee, in its discretion may, subject to the
provisions of Section 6.1, proceed to protect and enforce its rights and the
rights of the Noteholders under this Indenture by Proceeding whether for the
specific performance of any covenant or agreement contained in this Indenture or
in aid of the execution of any power granted in this Indenture or for the
enforcement of any other legal, equitable or other remedy as the Indenture
Trustee, being advised by counsel, shall deem most effectual to protect and
enforce any of the rights of the Indenture Trustee or the Noteholders.

      SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee. Holders of
Notes evidencing not less than a majority of the Outstanding 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 or
exercising any trust or power conferred on the Indenture Trustee; provided,
however, that subject to Section 6.1, the Indenture Trustee shall have the right
to decline to follow any such direction if the Indenture Trustee being advised
by counsel determines that the action so directed may not lawfully be taken, or
if the Indenture Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights of Noteholders not
parties to such direction; and provided, further, that nothing in this Indenture
shall impair the right of the Indenture Trustee to take any action deemed proper
by the Indenture Trustee and which is not inconsistent with such direction by
the Noteholders.

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

      SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished by the Servicer
to the Indenture Trustee (a) not more than five (5) days before each
Distribution Date a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders of Notes as of the close of
business on the related Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within fourteen (14) days after
receipt by the Issuer of any such request, a list of similar form and content as
of a date not more than ten (10) days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar,
no such list shall be required to be furnished.

      SECTION 7.2 Preservation of Information, Communications to Noteholders.

                                       41
<PAGE>

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

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

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

      SECTION 7.3 Reports by Issuer.

            (a) The Issuer shall:

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

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

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

            (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of such year.

      SECTION 7.4 Reports by Trustee

            (a) If required by TIA Section 313(a), within sixty (60) days after
each August 15, beginning with August 15, 2005, 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 any report delivered pursuant to
this Section 7.4(a) shall, at the time of its mailing to Noteholders, 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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<PAGE>

            (b) On each Distribution Date the Indenture Trustee shall include
with each payment to each Noteholder a copy of the statement for the related
Monthly Period or Periods applicable to such Distribution Date as required
pursuant to Section 4.09 of the Trust Sale and Servicing Agreement.

                                  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 Trust
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 Trust
Estate, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.

      SECTION 8.2 Designated Accounts; Payments. (a) On or prior to the Initial
Closing Date, the Issuer shall cause the Servicer to establish and maintain, in
the name of the Indenture Trustee for the benefit of the Financial Parties (and
with respect to the Reserve Account, for the benefit of the Servicer) the
Designated Accounts as provided in Articles IV and V of the Trust Sale and
Servicing Agreement.

            (b) On or before each Distribution Date, (i) amounts shall be
deposited in the Collection Account as provided in Section 4.06 of the Trust
Sale and Servicing Agreement and (ii) the Aggregate Noteholders' Interest
Distributable Amount and, during the Amortization Period, the Aggregate
Noteholders' Principal Distributable Amount shall be transferred from the
Collection Account to the Note Distribution Account as and to the extent
provided in Section 4.06 of the Trust Sale and Servicing Agreement.

            (c) On each Distribution Date, the Indenture Trustee shall notify
the Account Holder to apply and, as required, distribute to the Noteholders all
amounts on deposit in the Note Distribution Account (subject to the Servicer's
rights under Section 5.03 of the Trust Sale and Servicing Agreement to
Investment Earnings) in the following order of priority and in the amounts
determined as described below:

                  (i) On each Distribution Date, except as otherwise provided in
clause (iii) below, the amount deposited in the Note Distribution Account in
respect of interest on the Notes shall be applied in the following order of
priority, to the extent of remaining funds after all earlier priorities have
been satisfied, and any amount so applied shall be paid on such Distribution
Date to the holders of Notes of each applicable Class:

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<PAGE>

                        (A) the Aggregate Class A Interest Distributable Amount
      shall be paid to the holders of the Class A Notes;

                        (B) the Aggregate Class B Interest Distributable Amount
      shall be paid to the holders of the Class B Notes;

                        (C) the Aggregate Class C Interest Distributable Amount
      shall be paid to the holders of the Class C Notes;

                        (D) the Aggregate Class D Interest Distributable Amount
      shall be paid to the holders of the Class A Notes;

provided however, if there are not sufficient funds to so pay the entire amount
specified in any of the foregoing priorities for a particular Class of Notes,
then the amount available for such Class of Notes shall be paid to the Holders
thereof ratably on the basis of the total amount of accrued and unpaid interest
owing to each such holder.

                  (ii) During the Amortization Period, unless otherwise provided
in clause (iii) below, an amount equal to the Aggregate Noteholders' Principal
Distributable Amount (or such lesser amount as has been deposited in the Note
Distribution Account pursuant to Section 4.06(e) of the Trust Sale and Servicing
Agreement with respect to payments of principal) shall be applied to each class
of Notes in the following amounts and in the following order of priority and any
amount so applied shall be paid on such Distribution Date to the Holders of such
class of Notes:

                        (1) to the Class A-1a Notes and the Class A-1b Notes,
                  ratably in accordance with the Note Principal Balance of the
                  Class A-1a Notes and the Class A-1b Notes, until the
                  Outstanding Amounts of the Class A-1a Notes and Class A-1b
                  Notes is reduced to zero;

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

                        (3) to the Class A-3 Notes, until the Outstanding Amount
                  of the Class A-3 Notes is reduced to zero;

                        (4) to the Class A-4 Notes until the Outstanding Amount
                  of the Class A-4 Notes is reduced to zero;

                        (5) to the Class B Notes, until the Outstanding Amount
                  of the Class B Notes is reduced to zero;

                        (6) to the Class C Notes, until the Outstanding Amount
                  of the Class C Notes is reduced to zero;

                        (7) to the Class D Notes, until the Outstanding Amount
                  of the Class D Notes is reduced to zero.

                                       44
<PAGE>

                  (iii) If the Notes have been declared immediately due and
payable following an Event of Default as provided in Section 5.2, until such
time as all Events of Default have been cured or waived as provided in Section
5.2(b), any amounts deposited in the Note Distribution Account shall be applied
in accordance with Section 2.7(c).

      SECTION 8.3 General Provisions Regarding Accounts

            (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Designated Accounts
shall be invested in Eligible Investments and reinvested by the Indenture
Trustee upon Issuer Order, subject to the provisions of Section 5.01(b) of the
Trust Sale and Servicing Agreement. The Issuer shall not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
any of the Designated Accounts unless the security interest granted and
perfected in such account shall continue to be perfected in such investment or
the proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction to the Indenture Trustee to make
any such investment or sale, if requested by the Indenture Trustee, the Issuer
shall deliver to the Indenture Trustee an Opinion of Counsel acceptable to the
Indenture Trustee, to such effect.

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

            (c) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Designated Accounts to the Indenture
Trustee by 11:00 a.m., New York City Time (or such other time as may be agreed
by the Issuer 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, if such Notes shall have been declared due and payable
following an Event of Default, but amounts collected or receivable from the
Trust Estate are being applied in accordance with Section 5.5 as if there had
not been such a declaration; then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Designated Accounts in one
or more Eligible Investments selected by the Indenture Trustee.

      SECTION 8.4 Release of Trust Estate.

            (a) Subject to the payment of its fees and expenses pursuant to
Section 6.7, the Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien of
this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are consistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

                                       45
<PAGE>

            (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7
have been paid and all amounts owing under each Third Party Instrument have been
paid, release any remaining portion of the Trust Estate that secured the Notes
and the other Secured Obligations from the lien of this Indenture and release to
the Issuer or any other Person entitled thereto any funds then on deposit in the
Designated Accounts. The Indenture Trustee shall release property from the lien
of this Indenture pursuant to this Section 8.4(b) only upon receipt by it of an
Issuer Request and an Officer's Certificate, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

      SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.

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

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

                  (ii) to evidence the succession, in compliance with Section
3.10 and 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 contained;

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

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<PAGE>

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

                  (v) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture which may be inconsistent with
any other provision herein or in any supplemental indenture or in any other
Basic Document;

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

                  (vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the TIA or under any similar federal statute hereafter
enacted and to add to this Indenture such other provisions as may be expressly
required by the TIA, and the Indenture Trustee is hereby authorized to join in
the execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations that may be therein contained.

            (b) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Noteholders but with
prior notice to the Rating Agencies at any time and from time to time enter into
one or more indentures supplemental hereto for the purpose of adding any
provisions to, changing in any manner, or eliminating any of the provisions of,
this Indenture or modifying in any manner the rights of the Noteholders under
this Indenture; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

      SECTION 9.2 Supplemental Indentures With Consent of Noteholders.

            (a) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, also may, with prior notice to the Rating Agencies and with the
consent of the Holders of not less than a majority of the Outstanding Amount of
the Controlling 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, 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, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

                  (i) change the due date of any instalment of principal of or
interest on any Note, or reduce the principal amount thereof, the interest rate
applicable thereto, or the Redemption Price with respect thereto, change any
place of payment where, or the coin or currency in which, any Note or any
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);

                                       47
<PAGE>

                  (ii) reduce the percentage of the Outstanding Amount of the
Controlling Class, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is required for
any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences as 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 Outstanding Amount of the
Notes required to direct the Indenture Trustee to sell or liquidate the Trust
Estate pursuant to Section 5.4 if the proceeds of such sale would be
insufficient to pay the principal amount of and accrued but unpaid interest on
the Outstanding Notes;

                  (v) modify any provision of this Section 9.2 to decrease the
required minimum percentage necessary to approve any amendments to any
provisions of this Indenture or any of the Basic Documents;

                  (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 Distribution Date (including the calculation of
any of the individual components of such calculation), or modify or alter the
provisions of the Indenture regarding the voting of Notes held by the Issuer,
the Seller or any Affiliate of either of them; or

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

            (b) The Indenture Trustee may in its discretion determine whether or
not any Notes would be affected (such that the consent of each Noteholder would
be required) by any supplemental indenture proposed pursuant to this Section 9.2
and any such determination shall be binding upon the Holders of all Notes,
whether authenticated and delivered thereunder before or after the date upon
which such supplemental indenture becomes effective. The Indenture Trustee shall
not be liable for any such determination made in good faith.

            (c) It shall be sufficient if an Act of Noteholders approves the
substance, but not the form, of any proposed supplemental indenture.

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

                                       48
<PAGE>

      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 TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.

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

                                    ARTICLE X
                               REDEMPTION OF NOTES

      SECTION 10.1 Redemption. The Notes are subject to redemption in whole, but
not in part, upon the exercise by the Servicer of its option to purchase the
Receivables pursuant to Section 8.01 of the Trust Sale and Servicing Agreement.
The date on which such redemption shall occur is the Distribution Date following
the Optional Purchase Date identified by Servicer in its notice of exercise of
such purchase option (the "Redemption Date"). The purchase price for the Notes
shall be equal to the applicable Redemption Price, provided the Issuer has
available funds sufficient to pay such amount. The Servicer or the Issuer shall
furnish the Rating Agencies notice of such redemption. If the Notes are to be
redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice thereof to the Indenture Trustee not later than twenty-five (25) days
prior to the Redemption Date and the Indenture Trustee (based on such notice)
shall withdraw from the Collection Account and deposit into the Note
Distribution Account, on

                                       49
<PAGE>

the Redemption Date, the aggregate Redemption Price of the Notes, whereupon all
such Notes shall be due and payable on the Redemption Date.

      SECTION 10.2 Form of Redemption Notice. (a) Notice of redemption of the
Notes under Section 10.1 shall be given by the Indenture Trustee by first-class
mail, postage prepaid, mailed not less than five (5) days prior to the
applicable Redemption Date to each Noteholder of record at such Noteholder's
address appearing in the Note Register.

            (a) All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the applicable Redemption Price; and

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

            (b) Notice of redemption of the Notes shall be given by the
Indenture Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Holder of any Redeemable
Note shall not impair or affect the validity of the redemption of any other
Redeemable Note.

      SECTION 10.3 Notes Payable on Redemption Date. The Notes shall, following
notice of redemption as required by Section 10.2, on the Redemption Date cease
to be Outstanding for purposes of this Indenture and shall thereafter represent
only the right to receive the applicable Redemption Price and (unless the Issuer
shall default in the payment of such Redemption Price) no interest shall accrue
on such Redemption Price for any period after the date to which accrued interest
is calculated for purposes of calculating such Redemption Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

      SECTION 11.1 Compliance Certificates and Opinions, etc.

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

                                       50
<PAGE>

                  (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 judgment of each such
signatory, such signatory has made such examination or investigation as is
necessary to enable such signatory to express an informed opinion as to whether
or not such covenant or condition has been complied with; and

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

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

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

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

                  (iv) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signatory thereof as to the matters described in clause (b)(iii) above, the
Issuer shall also furnish to the Indenture Trustee an

                                       51
<PAGE>

Independent Certificate as to the same matters if the fair value of the property
or securities and of all other property, other than Warranty Receivables,
Administrative Receivables and Liquidating 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 (b)(iii)
above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of
the Notes, but such certificate need not be furnished in the case of any release
of property or securities if the fair value thereof as set forth in the related
Officer's Certificate is less than $25,000 or less than one percent of the then
Outstanding Amount of the Notes.

                  (v) Notwithstanding Section 2.9 or any other provision of this
Section 11.1, the Issuer may (A) collect, liquidate, sell or otherwise dispose
of Receivables as and to the extent permitted or required by the Basic
Documents, (B) make cash payments out of the Designated Accounts and the
Certificate Distribution Account as and to the extent permitted or required by
the Basic Documents and (C) take any other action not inconsistent with the TIA.

      SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

            (b) Any certificate or opinion of 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 any certificate, opinion or
representation with respect to the matters upon which his certificate or opinion
is based is 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 Issuer or the Administrator, stating that the
information with respect to such factual matters is in the possession of the
Servicer, the Seller, the Issuer or the Administrator, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

            (c) 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.

            (d) Whenever in this Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuer's compliance with any term hereof, it
is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted
or to the sufficiency of such certificate or report. The

                                       52
<PAGE>

foregoing shall not, however, be construed to affect the Indenture Trustee's
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI.

      SECTION 11.3 Acts of Noteholders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders or a class of 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 11.3.

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

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

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

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

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

            (b) the Issuer by the Indenture Trustee or by any Noteholder shall
be sufficient for every purpose hereunder if in writing and either sent by
electronic facsimile transmission (with hard copy to follow via first class
mail) or mailed, by certified mail, return receipt requested to the Issuer and
the Owner Trustee each at the address specified in Appendix B to the Trust Sale
and Servicing Agreement.

            The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee. The Indenture Trustee shall likewise
promptly transmit any notice received by it from the Noteholders to the Issuer.

                                       53
<PAGE>

            (c) Notices required to be given to the Rating Agencies by the
Issuer and the Indenture Trustee or the Owner Trustee shall be delivered as
specified in Appendix B to the Trust Sale and Servicing Agreement.

      SECTION 11.5 Notices to Noteholders; Waiver.

            (a) Where this Indenture provides for notice to Noteholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if it is in writing and mailed, first-class, postage prepaid
to each Noteholder affected by such event, at such Person's address as it
appears on the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. If 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 regardless of whether such notice is in fact actually
received.

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

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

            (d) Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute 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 Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee shall cause payments to be made
and notices to be given in accordance with such agreements.

      SECTION 11.7 Conflict with Trust Indenture Act.

            (a) 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 TIA, such required provision shall control.

            (b) 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

                                       54
<PAGE>

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.

            (a) All covenants and agreements in this Indenture and the Notes by
the Issuer shall bind its successors and assigns, whether so expressed or not.

            (b) All covenants and agreements of the Indenture Trustee in this
Indenture shall bind its successors and assigns, whether so expressed or not.

      SECTION 11.10 Severability. 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 to the extent expressly provided
herein, the Noteholders, the Certificateholders, any other party secured
hereunder, any other Person with an ownership interest in any part of the Trust
Estate and any holder of a Third Party Instrument, any benefit or any legal or
equitable right, remedy or claim under this Indenture. The holder of a Third
Party Instrument shall be a third-party beneficiary to this Agreement only to
the extent that it has any rights specified herein or rights with respect to
this Indenture specified under the Swap Counterparty Rights Agreement.

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

      SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW, 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

                                       55
<PAGE>

expense accompanied by an Opinion of Counsel (which may be counsel to the
Indenture Trustee or any other counsel reasonably acceptable to the Indenture
Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture.

      SECTION 11.16 No Recourse. 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:

            (a) the Indenture Trustee or the Owner Trustee in its individual
capacity;

            (b) the Seller or any other owner of a beneficial interest in the
Issuer; or

            (c) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, the Seller or any other holder of a beneficial interest in
the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity
(or any of their successors or assigns), 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 instalment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

      SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder and Note Owner, by accepting a Note (or interest
therein) issued hereunder, hereby covenant and agree that they shall not, prior
to the date which is one year and one day after the termination of this
Indenture with respect to the Issuer pursuant to Section 4.1, acquiesce,
petition or otherwise invoke or cause the Seller or the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Seller or the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Seller or the Issuer or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Seller or the Issuer.

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

                                       56
<PAGE>

required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

      SECTION 11.19 Indemnification by and Reimbursement of the Servicer. The
Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its
directors, officers, employees and agents in accordance with Section 6.03(b) of
the Trust Sale and Servicing Agreement and (ii) the Seller and its directors,
officers, employees and agents in accordance with Section 3.04 of the Trust Sale
and Servicing Agreement. The Indenture Trustee further acknowledges and accepts
the conditions and limitations with respect to the Servicer's obligation to
indemnify, defend and hold the Indenture Trustee harmless as set forth in
Section 6.01(a)(iv) of the Trust Sale and Servicing Agreement.

                                    * * * * *

                                       57
<PAGE>

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

                                    CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

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

                                    By: /s/ Eva Aryeetey
                                        ---------------------------------------
                                    Name: Eva Aryeetey
                                    Title: Attorney-In-Fact

                                    JPMORGAN CHASE BANK, N.A., not in its
                                    individual capacity but solely as Indenture
                                    Trustee

                                    By: /s/ Keith R. Richardson
                                        ---------------------------------------
                                    Name: Keith R. Richardson
                                    Title: Attorney-In-Fact

<PAGE>

STATE OF ILLINOIS  )
                   ) ss
COUNTY OF COOK     )

            BEFORE ME, the undersigned authority, a Notary Public in and for
said county and state, on this day personally appeared Eva Aryeetey, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said Capital
Auto Receivables Asset Trust 2004-2, a Delaware statutory trust, and that she
executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.

            GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 9th day of
December, 2004.

                               /s/ Reneda A. Mittman
                               ------------------------------------------------
                               Notary Public in and for the State of Illinois

My commission expires:

July 27, 2006

<PAGE>

STATE OF ILLINOIS  )
                   ) ss
COUNTY OF COOK     )

            BEFORE ME, the undersigned authority, a Notary Public in and for
said county and state, on this day personally appeared Keith R. Richardson,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said JPMorgan Chase Bank, N.A., and that he executed the same as the act of said
national banking association for the purpose and consideration therein stated.

            GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 9th day of
December, 2004.

                               /s/ Sheila Sheree Reaves
                               ------------------------------------------------
                               Notary Public in and for the State of Illinois

My commission expires:

August 9, 2005

<PAGE>

                                                                       EXHIBIT A

                                         LOCATION OF
                               SCHEDULE OF INITIAL RECEIVABLES
                          AND ANY SCHEDULE OF ADDITIONAL RECEIVABLES

The Schedule of Initial Receivables and any Schedule of Additional Receivables
are on file at the offices of:

1.    The Indenture Trustee

2.    The Owner Trustee

3.    General Motors Acceptance Corporation

4.    Capital Auto Receivables, Inc

<PAGE>

                                                                       EXHIBIT B

             FORM OF NOTE DEPOSITORY AGREEMENT FOR THE OFFERED NOTES


<PAGE>

                                                                     EXHIBIT C-1

     FORM OF CLASS A-1a, CLASS A-2, CLASS A-3, CLASS A-4, CLASS B, AND CLASS
                         C FIXED RATE ASSET BACKED NOTE

REGISTERED                                                         $____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

                  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 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.

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

   CLASS A-1a, CLASS A-2, CLASS A-3, CLASS A-4, CLASS B AND CLASS C ___ ASSET
                                  BACKED NOTES

            CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
or such lesser outstanding amount as may be payable in accordance with the
Indenture (as defined on the reverse side of this Note), on each Distribution
Date, during the Amortization Period, in an amount equal to the result obtained
by multiplying (i) a fraction, the numerator of which is the initial principal
amount hereof and the denominator of which is aggregate initial principal amount
for such [Class A-1a Notes] [Class A-2 Notes] [Class A-3 Notes] [Class A-4
Notes] [Class B Notes] [Class C Notes] by (ii) the aggregate amount, if any,
payable on such Distribution Date from the Note Distribution Account in respect
of principal on the [Class A-1a Notes] [Class A-2 Notes] [Class A-3 Notes]
[Class A-4 Notes] [Class B Notes] [Class C Notes] pursuant to Sections 2.7, 3.1
and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal
amount of this Note

                                      C-1-1
<PAGE>

shall be due and payable on ___________ (the "Final Scheduled Distribution
Date"), unless the Note is earlier redeemed pursuant to Section 10.1 of the
Indenture, in which case such unpaid principal amount shall be due on the
Redemption Date. The Issuer shall pay interest on this Note at the rate per
annum shown above on each Distribution Date until the principal of this Note is
paid or made available for payment on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date (or, for the
initial Distribution Date, the outstanding principal balance on the Initial
Closing Date)). Interest on the [Class A-1a Notes] [Class A-2 Notes] [Class A-3
Notes] [Class A-4 Notes] [Class B Notes] [Class C Notes] will accrue from and
including the Initial Closing Date, and will be payable on each Distribution
Date in an amount equal to the Noteholders' Interest Distributable Amount for
such Distribution Date for the [Class A-1a Notes] [Class A-2 Notes] [Class A-3
Notes] [Class A-4 Notes] [Class B Notes] [Class C Notes]. Interest will be
computed on the basis of a 360-day year of twelve 30-day months (or, in the case
of the initial Distribution Date, 36/360). Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof. All
interest payments on each class of Notes on any Distribution Date shall be made
pro rata to the Noteholders of such class entitled thereto.

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

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

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

                                      C-1-2
<PAGE>

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

Date:  December 9, 2004

                                CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

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

                                By: _____________________________________
                                Name:
                                Title:

                                      C-1-3
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                            JPMORGAN CHASE BANK, N.A., not in its individual
                            capacity but solely as Indenture Trustee

                            By: ______________________________________
                            Name:
                            Title:

                                      C-1-4
<PAGE>

                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as [Class A-1a Notes] [Class A-2 Notes] [Class A-3 Notes] [Class A-4
Notes] [Class B Notes] [Class C Notes] Fixed Rate Asset Backed Notes (herein
called the "[Class A-1a Notes] [Class A-2 Notes] [Class A-3 Notes] [Class A-4
Notes] [Class B Notes] [Class C Notes]"), all issued under an Indenture, dated
as of December 9, 2004 (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as
trustee (the "Indenture Trustee", which term includes any successor 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 [Class A-1a Notes] [Class A-2 Notes] [Class A-3 Notes] [Class A-4 Notes]
[Class B Notes] [Class C Notes] are one of several duly authorized classes of
Notes of the Issuer issued pursuant to the Indenture (collectively, as to all
Notes of all such classes, the "Notes"). The Notes are governed by and subject
to all terms of the Indenture (which terms are incorporated herein and made a
part hereof), to which Indenture the Holder of this Note by virtue of acceptance
hereof assents and by which such Holder is bound. All capitalized terms used and
not otherwise defined in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.

            The [Class A-1a Notes] [Class A-2 Notes] [Class A-3 Notes] [Class
A-4 Notes] [Class B Notes] [Class C Notes] and all other Notes issued pursuant
to the Indenture are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture.

            Each Noteholder or Note Owner will be deemed to represent that
either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii)
a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code") or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or (B) the
purchase and holding of the Note will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.

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

                                     C-1-5
<PAGE>

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the Indenture such Noteholder will not, prior to
the date which is one year and one day after the termination of the Indenture
with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

            Each Noteholder, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, expresses its intention that this Note
qualifies under applicable tax law as indebtedness secured by the Collateral
and, unless otherwise required by appropriate taxing authorities, agrees to
treat the Notes as indebtedness secured by the Collateral for the purpose of
federal income taxes, state and local income and franchise taxes, Michigan
single business tax, and any other taxes imposed upon, measured by or based upon
gross or net income.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

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

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

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

                                     C-1-6
<PAGE>

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

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

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

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.

                                     C-1-7
<PAGE>

                                   ASSIGNMENT

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

______________________________

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________________________
_________________________________________________________________________
                         (name and address of assignee)

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

Dated:_______________________              __________________________________(1)

                                                Signature Guaranteed:

_____________________________              __________________________________

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

                                     C-1-8
<PAGE>

                                                                     EXHIBIT C-2

                                           FORM OF
                          CLASS A-1b FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                        $_____________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

                  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 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.

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

                   CLASS A-1B FLOATING RATE ASSET BACKED NOTES

            CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _______________ DOLLARS ($_________)
or such lesser outstanding amount as may be payable in accordance with the
Indenture (as defined on the reverse side of this Note), on each Distribution
Date, during the Amortization Period, in an amount equal to the result obtained
by multiplying (i) a fraction, the numerator of which is the initial principal
amount hereof and the denominator of which is the initial aggregate principal
amount for such Class A-1b Notes, by (ii) the aggregate amount, if any, payable
on such Distribution Date from the Note Distribution Account in respect of
principal on the Class A-1b Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on March 15, 2007 (the "Final Scheduled
Distribution Date"), unless the Note is earlier redeemed pursuant to Section
10.1 of the Indenture, in which case such

                                     C-2-1
<PAGE>

unpaid principal amount shall be due on the Redemption Date. The Issuer shall
pay interest on this Note on each Distribution Date until the principal of this
Note is paid or made available for payment on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date (or, for the
initial Distribution Date, the outstanding principal balance on the Initial
Closing Date)). Interest on the Class A-1b Notes will accrue from and including
the Closing Date, and will be payable on each Distribution Date in an amount
equal to the Noteholders' Interest Distributable Amount for such Distribution
Date for the Class A-1b Notes Notes. Interest will be computed on the basis of
actual number of days elapsed from and including the prior Distribution Date
(or, in the case of the first Distribution Date, from and including the Initial
Closing Date) to but excluding the current Distribution Date and a 360-day year.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. All interest payments on each class of Notes on
any Distribution Date shall be made pro rata to the Noteholders of such class
entitled thereto.

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

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

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

                                     C-2-2
<PAGE>
            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:  December 9, 2004

                                CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

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

                                By: _____________________________________
                                Name:
                                Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              JPMORGAN CHASE BANK, N.A., not in its individual
                              capacity but solely as Indenture Trustee

                              By: ______________________________________
                              Name:
                              Title:

                                     C-2-3
<PAGE>

                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1b Notes Floating Rate Asset Backed Notes (herein
called the "Class A-1b Notes"), all issued under an Indenture, dated as of
December 9, 2004 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as trustee
(the "Indenture Trustee", which term includes any successor 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 Class
A-1b Notes are one of several duly authorized classes of Notes of the Issuer
issued pursuant to the Indenture (collectively, as to all Notes of all such
classes, the "Notes"). The Notes are governed by and subject to all terms of the
Indenture (which terms are incorporated herein and made a part hereof), to which
Indenture the Holder of this Note by virtue of acceptance hereof assents and by
which such Holder is bound. All capitalized terms used and not otherwise defined
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

            The Class A-1b Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

            Each Noteholder or Note Owner will be deemed to represent that
either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as
amended, ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii)
a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code") or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or (B) the
purchase and holding of the Note will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.

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

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
by accepting the benefits of the

                                     C-2-4
<PAGE>

Indenture such Noteholder will not, prior to the date which is one year and one
day after the termination of the Indenture with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Seller or the Issuer under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Seller or the Issuer or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of the Seller or the Issuer.

            Each Noteholder, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, expresses its intention that this Note
qualifies under applicable tax law as indebtedness secured by the Collateral
and, unless otherwise required by appropriate taxing authorities, agrees to
treat the Notes as indebtedness secured by the Collateral for the purpose of
federal income taxes, state and local income and franchise taxes, Michigan
single business tax, and any other taxes imposed upon, measured by or based upon
gross or net income.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

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

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

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

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

                                     C-2-5
<PAGE>

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

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

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note
by the acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.

                                     C-2-6
<PAGE>

                                   ASSIGNMENT

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

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

____________________________________________________________________
                         (name and address of assignee)

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

Dated:_______________________              __________________________________(1)
                                                 Signature Guaranteed:

_____________________________              __________________________________

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

                                     C-2-7
<PAGE>

                                                                     EXHIBIT C-3

                                       FORM OF CLASS D
                                 FIXED RATE ASSET BACKED NOTE

REGISTERED                                                           $_________

No. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. __________

      THIS CLASS D NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER
THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN
SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CLASS D NOTE (OR INTEREST THEREIN)
THE HOLDER OF THIS CLASS D NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE
SELLER AND THE INDENTURE TRUSTEE THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS CLASS D
NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS).

      NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CLASS D NOTE (OR INTEREST
THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER
TRANSFER IS MADE TO THE SELLER, (ii) SO LONG AS THIS CLASS D NOTE IS ELIGIBLE
FOR RESALE PURSUANT TO RULE l44A UNDER THE U.S. SECURITIES ACT, SUCH SALE,
PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY
BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE l44A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS
OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT
BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE
INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER,
WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE
TRUSTEE AND THE SELLER, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE
SERVICER OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE INDENTURE
TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT

                                     C-3-1
<PAGE>

VIOLATE THE U.S. SECURITIES ACT. NO SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE
TO ANY ONE PERSON FOR CLASS D NOTES WITH A FACE AMOUNT OF LESS THAN $500,000 (OR
SUCH OTHER AMOUNT AS THE SELLER MAY DETERMINE IN ORDER TO PREVENT THE TRUST FROM
BEING TREATED AS A "PUBLIC TRADED PARTNERSHIP" UNDER SECTION 7704 OF THE UNITED
STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE"),
BUT IN NO EVENT LESS THAN $250,000) AND, IN THE CASE OF ANY PERSON ACTING ON
BEHALF OF ONE OR MORE THIRD PARTIES (OTHER THAN A BANK (AS DEFINED IN SECTION
3(a)(2) OF THE U.S. SECURITIES ACT) ACTING IN ITS FIDUCIARY CAPACITY), FOR CLASS
D NOTES WITH A FACE AMOUNT OF LESS THAN SUCH AMOUNT FOR EACH SUCH THIRD PARTY.
ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTION
WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED
AS THE OWNER OF THE CLASS D NOTES FOR ALL PURPOSES.

      THIS CLASS D NOTE (OR AN INTEREST THEREIN) MAY NOT BE ACQUIRED BY OR FOR
THE ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")), (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN'S INVESTMENT IN THE ENTITY OTHER THAN AN INSURANCE COMPANY GENERAL
ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% "PLAN ASSETS" AND FOR
WHICH THE PURCHASE AND HOLDING OF THE CLASS D NOTES IS EXEMPT UNDER PTCE 95-60.
EACH HOLDER OF A CLASS D NOTE, BY ACCEPTING THIS CLASS D NOTE, WILL BE DEEMED TO
HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING
LIMITATION.

      EACH HOLDER OF A CLASS D CLASS D NOTE, BY ACCEPTING THIS CLASS D NOTE,
AGREES TO TREAT THE CLASS D NOTES AS INDEBTEDNESS FOR FEDERAL, STATE AND LOCAL
INCOME AND FRANCHISE TAX PURPOSES.

      EACH NOTEHOLDER, BY ITS ACCEPTANCE OF THIS CLASS D NOTE (OR INTEREST
HEREIN), COVENANTS AND AGREES THAT SUCH CLASS D NOTEHOLDER, AS THE CASE MAY BE,
SHALL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION
OF THE INDENTURE, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE SELLER TO
INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF
COMMENCING OR SUSTAINING A CASE AGAINST THE SELLER UNDER ANY FEDERAL OR STATE
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER,
LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL
OF THE SELLER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING
UP OR LIQUIDATION OF THE AFFAIRS OF THE SELLER.

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

                                     C-3-2
<PAGE>

                      CLASS D FIXED RATE ASSET BACKED NOTES

            CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of _______ DOLLARS
($______) payable in accordance with the Indenture (as defined on the reverse
side of this Note), on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal amount hereof and the denominator of which is the initial aggregate
principal amount for such Class D Notes, by (ii) the aggregate amount, if any,
payable on such Distribution Date from the Note Distribution Account in respect
of principal on the Class D Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of
the Indenture; provided, however, that the entire unpaid principal amount of
this Class D Note shall be due and payable on May 15, 2012 (the "Final Scheduled
Distribution Date"). The Issuer shall pay interest on this Note on each
Distribution Date until the principal of this Class D Note is paid or made
available for payment on the principal amount of this Class D Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date (or, for the initial
Distribution Date, the outstanding principal balance on the Closing Date)).
Interest on the Class D Notes will accrue from and including the Closing Date,
and will be payable on each Distribution Date in an amount equal to the
Noteholders' Interest Distributable Amount for such Distribution Date for the
Class D Notes. Interest will be computed on the basis of actual number of days
elapsed from and including the prior Distribution Date (or, in the case of the
first Distribution Date, from and including the Closing Date) to but excluding
the current Distribution Date and a 360-day year. Such principal of and interest
on this Class D Note shall be paid in the manner specified on the reverse
hereof. All interest payments on each class of Notes on any Distribution Date
shall be made pro rata to the Noteholders of such class entitled thereto.

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

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

            Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Class D
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.

                                     C-3-3
<PAGE>

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

Date: December 9, 2004

                              CAPITAL AUTO RECEIVABLES ASSET TRUST 2004-2

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

                              By: _____________________________________
                              Name:
                              Title: Attorney-In-Fact

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                            JPMORGAN CHASE BANK, N.A., not in its
                            individual capacity but solely as Indenture Trustee

                            By: ______________________________________
                            Name: Keith R. Richardson
                            Title: Attorney-In-Fact

                                     C-3-4
<PAGE>

                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class D Fixed Rate Asset Backed Notes (herein called the
"Class D Notes"), all issued under an Indenture, dated as of December 9, 2004
(such Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, N.A., as trustee (the "Indenture
Trustee", which term includes any successor 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 Class D Notes are one of
several duly authorized classes of Notes of the Issuer issued pursuant to the
Indenture (collectively, as to all Notes of all such classes, the "Notes"). The
Notes are governed by and subject to all terms of the Indenture (which terms are
incorporated herein and made a part hereof), to which Indenture the Holder of
this Class D Note by virtue of acceptance hereof assents and by which such
Holder is bound. All capitalized terms used and not otherwise defined in this
Class D Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture.

            The Class D Notes and all other Notes issued pursuant to the
Indenture are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture.

            Each Noteholder or Note Owner will be deemed to represent that
either (A) (i) it is not an "employee benefit plan" (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as amended
("ERISA"), (ii) a "plan" described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended (the "Code") or (iii) any entity whose underlying
assets include plan assets by reason of a plan's investment in the entity other
than an insurance company general account whose underlying assets include less
than 25% "plan assets" and for which the purchase and holding of the Class D
Notes is exempt under PTCE 95-60.

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

            Each Noteholder or Note Owner, by acceptance of a Class D Note or,
in the case of a Note Owner, a beneficial interest in a Class D Note, covenants
and agrees that by accepting

                                     C-3-5
<PAGE>

the benefits of the Indenture such Noteholder will not, prior to the date which
is one year and one day after the termination of the Indenture with respect to
the Issuer, acquiesce, petition or otherwise invoke or cause the Seller or the
Issuer to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Seller or the Issuer
under any federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Seller or the Issuer or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Seller
or the Issuer.

            Each Noteholder, by acceptance of a Class D Note or, in the case of
a Note Owner, a beneficial interest in a Class D Note, expresses its intention
that this Class D Note qualifies under applicable tax law as indebtedness
secured by the Collateral and, unless otherwise required by appropriate taxing
authorities, agrees to treat the Class D Notes as indebtedness secured by the
Collateral for the purpose of federal income taxes, state and local income and
franchise taxes, Michigan single business tax, and any other taxes imposed upon,
measured by or based upon gross or net income.

            Prior to the due presentment for registration of transfer of this
Class D Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Class D Note (as
of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note shall be overdue, and neither the Issuer, the Indenture Trustee nor
any such agent shall be affected by notice to the contrary.

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

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

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

                                     C-3-6
<PAGE>

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

            This Class D 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 Class
D 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 Class D Note at the times, place and rate, and in the coin or currency
herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Class D Note or the Indenture, it being expressly understood
that said covenants, obligations and indemnifications have been made by the
Owner Trustee solely as the Owner Trustee in the assets of the Issuer. The
Holder of this Class D Note by the acceptance hereof agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class D Note.

                                     C-3-7
<PAGE>

                                   ASSIGNMENT

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

_______________________________

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________________________
______________________________________________________________________
                         (name and address of assignee)

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

Dated:_______________________           __________________________________(1)

                                                Signature Guaranteed:
_____________________________           _____________________________________

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


                                     C-3-8
<PAGE>

                                                                       EXHIBIT D

                              RULE 144A CERTIFICATE

Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

JPMorgan Chase Bank, N.A.
as Indenture Trustee
227 West Monroe Street
26th Floor
Chicago, IL 60606

Ladies and Gentlemen:

            In connection with the purchase of the Class D Fixed Rate Asset
Backed Note, (the "Class D Notes") of the Capital Auto Receivables Asset Trust
2004-2, the undersigned buyer ("Buyer") hereby acknowledges, represents and
agrees that:

      (a) Buyer is a "qualified institutional buyer" as defined under Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the "Securities
Act"), acting for its own account or for the accounts of other "qualified
institutional buyers" as defined under Rule 144A under the Securities Act. Buyer
is familiar with Rule 144A under the Securities Act and Buyer is aware that the
seller of the applicable Class D Notes to the Buyer and other parties intend to
rely on the statements made herein and the exemption from the registration
requirements of the Securities Act provided by Rule 144A.

      (b) Buyer is purchasing the Class D Notes for its own account (or the
accounts of other "qualified institutional buyers"), not with a view to, or for
offer or sale in connection with, any distribution thereof, subject to the
disposition of Buyer's property (or property held in the accounts of other
"qualified institutional buyers") being at all times within Buyer's control and
subject to Buyer's ability to resell such Class D Notes pursuant to Rule 144A
under the Securities Act. Buyer agrees to offer, sell or otherwise transfer such
Class D Notes only in conformity with the restrictions on transfer set forth in
the Indenture dated as of December 9, 2004 pursuant to which the Class D Notes
were issued and the legend set forth on such Note evidencing the Class D Notes.

                                      D-1
<PAGE>

      (c) Buyer acknowledges that you and others will rely upon its
confirmations, acknowledgments and agreements set forth herein, and Buyer agrees
to notify you promptly in writing if any of the information herein ceases to be
accurate and complete.

                                          ____________________________________
                                          Print Name of Buyer

                                          By: ________________________________

                                          Name:

                                          Title:

                                          Date: ______________________________

                                      D-2