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                                                                     EXHIBIT 4.1

                                    INDENTURE

                                     between

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A,
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK,
                              as Indenture Trustee

                          Dated as of February 1, 2004

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                                TABLE OF CONTENTS

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                                            ARTICLE I.
                            DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions...................................................................            2
Section 1.02.     Rules of Construction.........................................................            8
Section 1.03.     Incorporation by Reference of Trust Indenture Act.............................            9

                                           ARTICLE II.
                                            THE NOTES

Section 2.01.     Form..........................................................................           10
Section 2.02.     Execution, Authentication and Delivery........................................           10
Section 2.03.     Temporary Notes...............................................................           11
Section 2.04.     Registration; Registration of Transfer and Exchange...........................           11
Section 2.05.     [Reserved]....................................................................           12
Section 2.06.     Mutilated, Destroyed, Lost or Stolen Notes....................................           12
Section 2.07.     Persons Deemed Owners.........................................................           13
Section 2.08.     Payment of Principal and Interest; Defaulted Interest.........................           13
Section 2.09.     Cancellation..................................................................           14
Section 2.10.     Book-Entry Notes..............................................................           14
Section 2.11.     Notices to Clearing Agency....................................................           15
Section 2.12.     Definitive Notes..............................................................           15
Section 2.13.     Tax Treatment.................................................................           16
Section 2.14.     ERISA.........................................................................           16

                                           ARTICLE III.
                                            COVENANTS

Section 3.01.     Payment of Principal and Interest.............................................           17
Section 3.02.     Maintenance of Office or Agency...............................................           17
Section 3.03.     Money for Payments To Be Held in Trust........................................           17
Section 3.04.     Existence.....................................................................           19
Section 3.05.     Protection of Trust Estate....................................................           19
Section 3.06.     Opinions as to Trust Estate...................................................           19
Section 3.07.     Performance of Obligations; Servicing of Receivables..........................           20
Section 3.08.     Negative Covenants............................................................           21
Section 3.09.     Annual Statement as to Compliance.............................................           22
Section 3.10.     Issuer May Consolidate, etc...................................................           22
Section 3.11.     Successor or Transferee.......................................................           23
Section 3.12.     No Other Business.............................................................           24
Section 3.13.     No Borrowing..................................................................           24
Section 3.14.     Servicer's Obligations........................................................           24
Section 3.15.     Guarantees, Loans, Advances and Other Liabilities.............................           24
Section 3.16.     Capital Expenditures..........................................................           24
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Section 3.17.     Removal of Administrator......................................................           24
Section 3.18.     Restricted Payments...........................................................           24
Section 3.19.     Notice of Events of Default...................................................           25
Section 3.20.     Further Instruments and Acts..................................................           25
Section 3.21.     Perfection Representation.....................................................           25

                                           ARTICLE IV.
                                    SATISFACTION AND DISCHARGE

Section 4.01.     Satisfaction and Discharge of Indenture.......................................           26
Section 4.02.     Application of Trust Money....................................................           27
Section 4.03.     Repayment of Moneys Held by Paying Agent......................................           27
Section 4.04.     Release of Collateral.........................................................           27

                                            ARTICLE V.
                                             REMEDIES

Section 5.01.     Events of Default.............................................................           28
Section 5.02.     Acceleration of Maturity; Rescission and Annulment............................           29
Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Indenture
                  Trustee; Authority of the Controlling Party...................................           30
Section 5.04.     Remedies; Priorities..........................................................           32
Section 5.05.     Optional Preservation of the Receivables......................................           34
Section 5.06.     Limitation of Suits...........................................................           34
Section 5.07.     Unconditional Rights of Noteholders To Receive Principal and Interest.........           35
Section 5.08.     Restoration of Rights and Remedies............................................           35
Section 5.09.     Rights and Remedies Cumulative................................................           35
Section 5.10.     Delay or Omission Not a Waiver................................................           35
Section 5.11.     Control by Noteholders........................................................           35
Section 5.12.     Waiver of Past Defaults.......................................................           36
Section 5.13.     Undertaking for Costs.........................................................           36
Section 5.14.     Waiver of Stay or Extension Laws..............................................           37
Section 5.15.     Action on Notes...............................................................           37
Section 5.16.     Performance and Enforcement of Certain Obligations............................           37

                                           ARTICLE VI.
                                      THE INDENTURE TRUSTEE

Section 6.01.     Duties of Indenture Trustee...................................................           39
Section 6.02.     Rights of Indenture Trustee...................................................           40
Section 6.03.     Individual Rights of Indenture Trustee........................................           41
Section 6.04.     Indenture Trustee's Disclaimer................................................           42
Section 6.05.     Notice of Defaults............................................................           42
Section 6.06.     Reports by Indenture Trustee to Holders.......................................           42
Section 6.07.     Compensation and Indemnity....................................................           42
Section 6.08.     Replacement of Indenture Trustee..............................................           43
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Section 6.09.     Successor Indenture Trustee by Merger.........................................           44
Section 6.10.     Appointment of Co-Indenture Trustee or Separate Indenture Trustee.............           44
Section 6.11.     Eligibility; Disqualification.................................................           45
Section 6.12.     [Reserved]....................................................................           46
Section 6.13.     Preferential Collection of Claims Against Issuer..............................           46
Section 6.14.     Waiver of Setoffs.............................................................           46

                                           ARTICLE VII.
                                  NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.     Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders........           47
Section 7.02.     Preservation of Information; Communications to Noteholders....................           47
Section 7.03.     Reports by Issuer.............................................................           47
Section 7.04.     Reports by Indenture Trustee..................................................           48

                                          ARTICLE VIII.
                               ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.     Collection of Money...........................................................           49
Section 8.02.     Trust Accounts................................................................           49
Section 8.03.     General Provisions Regarding Accounts.........................................           50
Section 8.04.     Release of Trust Estate.......................................................           50
Section 8.05.     Opinion of Counsel............................................................           51

                                           ARTICLE IX.
                                     SUPPLEMENTAL INDENTURES

Section 9.01.     Supplemental Indentures Without Consent of Noteholders........................           52
Section 9.02.     Supplemental Indentures with Consent of Noteholders...........................           53
Section 9.03.     Execution of Supplemental Indentures..........................................           54
Section 9.04.     Effect of Supplemental Indenture..............................................           54
Section 9.05.     Reference in Notes to Supplemental Indentures.................................           55
Section 9.06.     Conformity with Trust Indenture Act...........................................           55

                                            ARTICLE X.
                                       REDEMPTION OF NOTES

Section 10.01.    Redemption....................................................................           56
Section 10.02.    Form of Redemption Notice.....................................................           56
Section 10.03.    Notes Payable on Redemption Date..............................................           56

                                           ARTICLE XI.
                                          MISCELLANEOUS

Section 11.01.    Compliance Certificates and Opinions, etc.....................................           58
Section 11.02.    Form of Documents Delivered to Indenture Trustee..............................           59
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Section 11.03.    Acts of Noteholders...........................................................           60
Section 11.04.    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies...............           60
Section 11.05.    Notices to Noteholders; Waiver................................................           61
Section 11.06.    Alternate Payment and Notice Provisions.......................................           61
Section 11.07.    Effect of Headings and Table of Contents......................................           61
Section 11.08.    Successors and Assigns........................................................           61
Section 11.09.    Separability..................................................................           61
Section 11.10.    Benefits of Indenture.........................................................           61
Section 11.11.    Legal Holidays................................................................           61
Section 11.12.    GOVERNING LAW.................................................................           61
Section 11.13.    Counterparts..................................................................           61
Section 11.14.    Recording of Indenture........................................................           63
Section 11.15.    Trust Obligation..............................................................           63
Section 11.16.    No Petition...................................................................           63
Section 11.17.    Inspection....................................................................           63
Section 11.18.    Conflict with Trust Indenture Act.............................................           64
Section 11.19.    Limitation of Liability.......................................................           64
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SCHEDULE A        Schedule of Receivables
SCHEDULE B        Perfection Representation
EXHIBIT A-1       Form of Class A-1 Note
EXHIBIT A-2       Form of Class A-2 Note
EXHIBIT A-3       Form of Class A-3 Note
EXHIBIT A-4       Form of Class A-4 Note
EXHIBIT B         Form of Class B Note
EXHIBIT C         Form of Class C Note

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                                                                  EXECUTION COPY

         THIS INDENTURE, dated as of February 1, 2004, is between NATIONAL CITY
AUTO RECEIVABLES TRUST 2004-A, a Delaware statutory trust (the "Issuer"), and
THE BANK OF NEW YORK, a New York banking corporation, as indenture trustee and
not in its individual capacity (the "Indenture Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's 1.10% Asset Backed
Notes, Class A-1 (the "Class A-1 Notes"), 1.50% Asset Backed Notes, Class A-2
(the "Class A-2 Notes"), 2.11% Asset Backed Notes, Class A-3 (the "Class A-3
Notes"), 2.88% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and,
together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the
"Class A Notes"), 2.45% Asset Backed Notes, Class B (the "Class B Notes") and
2.99% Asset Backed Notes, Class C (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"):

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to (a) the Receivables listed on
Schedule A and all moneys received thereon on and after the Cutoff Date; (b) the
security interests in the Financed Vehicles and any accessions thereto granted
by Obligors pursuant to the Receivables and any other interest of the Issuer in
such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with
respect to the Receivables from claims on any physical damage, credit life or
disability insurance policies covering the Financed Vehicles or the related
Obligors, including any GAP, vendor's single interest or other collateral
protection insurance policy or coverage; (d) any property that shall have
secured a Receivable and that shall have been acquired by or on behalf of the
Seller, the Servicer, the Depositor or the Issuer; (e) the proceeds from any
Servicer's errors and omissions protection policy, any fidelity bond and any
blanket physical damage policy, to the extent such proceeds relate to any
Financed Vehicle; (f) all documents and other items contained in the Receivable
Files; (g) the Issuer's rights and benefits, but none of its obligations, under
the Sale and Servicing Agreement (including the Issuer's right to cause the
Seller, or the Servicer, as the case may be, to repurchase Receivables from the
Issuer under the circumstances described therein); (h) the Issuer's rights and
benefits under the Receivables Purchase Agreement, including the representations
and warranties and the cure and repurchase obligations of the Seller under the
Receivables Purchase Agreement; (i) all funds on deposit from time to time in
the Trust Accounts and all investments therein and proceeds thereof (including
all Investment Earnings thereon); (j) all accounts, money, chattel paper,
securities, instruments, documents, deposit accounts, certificates of deposit,
letters of credit, advices of credit, banker's acceptances, uncertificated
securities, general intangibles, contract rights, goods and other property
consisting of, arising from or relating to any and all of the foregoing; (k) the
proceeds of any and all of the foregoing; and (l) all present and future claims,
demands, causes of action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of
the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property that at any time

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constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

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

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

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

                  (a) Definitions. Except as otherwise specified herein or as
the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture.

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

         "Administration Agreement" means the Owner Trust Administration
Agreement, dated as of February 1, 2004, among the Administrator, the Issuer and
the Indenture Trustee, as the same may be amended, supplemented or otherwise
modified from time to time.

         "Administrator" means National City Bank, or any successor
Administrator under the Administration Agreement.

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

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

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Administrator to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter).

         "Book-Entry Notes" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.10.

         "Class A Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note, or a Class A-4 Note, as the context may require.

         "Class A-1 Notes" means the 1.10% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1.

         "Class A-1 Rate" means 1.10% per annum, computed on the basis of the
actual number of days in the related Interest Period and a 360-day year.

         "Class A-2 Notes" means the 1.50% Asset Backed Notes, Class A-2,
substantially in the form of Exhibit A-2.

         "Class A-2 Rate" means a 1.50% per annum computed on the basis of a
360-day year consisting of twelve 30-day months.

         "Class A-3 Notes" means the 2.11% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3.

         "Class A-3 Rate" means 2.11% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

         "Class A-4 Notes" means the 2.88% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4.

         "Class A-4 Rate" means 2.88% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

         "Class B Notes" means the 2.45% Asset Backed Notes, Class B,
substantially in the form of Exhibit B.

         "Class B Rate" means 2.45% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

         "Class C Notes" means the 2.99% Asset Backed Notes, Class C,
substantially in the form of Exhibit C.

         "Class C Rate" means 2.99% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

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

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         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means February 25, 2004.

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

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

         "Controlling Class" means (i) if the Class A Notes have not been paid
in full, the Class A Notes, voting together as a single Class, (ii) if the Class
A Notes have been paid in full and any Class B Notes are Outstanding, the Class
B Notes, and (iii) if the Class B Notes have been paid in full and any Class C
Notes are Outstanding, the Class C Notes.

         "Controlling Party" means the Indenture Trustee acting at the direction
of at least a majority in Outstanding Amount of the Noteholders of the
Controlling Class or, if the Notes have been paid in full, the Owner Trustee
acting at the direction Holders of Certificates evidencing not less than a
majority of the percentage interests in the Certificates.

         "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business is
administered, which office at the date of execution of this Agreement is located
at 101 Barclay Street -- 8 West, New York, New York, 10286 (facsimile number
(212) 815-2493); Attention: Asset Backed Securities Unit, or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.

         "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

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

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

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

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

         "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and a right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the

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obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

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

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

         "Independent" means, when used with respect to any specified Person,
that such Person (a) is in fact independent of the Issuer, any other obligor on
the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, made by
an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

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

         "Issuer" means National City Auto Receivables Trust 2004-A until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

         "National City Bank" means National City Bank, a national banking
association, and its successors.

         "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a
Class A-4 Note, a Class B Note or a Class C Note, as the context may require.

         "Note Depository Agreement" means the agreement dated February 25,
2004, among the Issuer, the Administrator, the Indenture Trustee and The
Depository Trust Company, as the

                                       5
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initial Clearing Agency, relating to the Class A-1 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.

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

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

         "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Indenture Trustee. Unless otherwise specified, any reference in this
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of the Issuer.

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

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

                  (i)      Notes theretofore cancelled by the Note Registrar or
delivered to the Note Registrar for cancellation;

                  (ii)     Notes or portions thereof the payment for which money
in the necessary amount has been theretofore deposited with the Indenture
Trustee or any Paying Agent in trust for the Holders of such Notes (provided,
however, that if such Notes are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision for such notice has been
made, satisfactory to the Indenture Trustee); and

                  (iii)    Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are held
by a bona fide purchaser; provided, however, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or under
any other Basic Document, Notes owned by the Issuer, any other obligor on the
Notes, the Seller, the Servicer, the Depositor or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of the Indenture Trustee knows to
be so owned shall be so disregarded. Notes so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the

                                       6
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pledgee's right so to act with respect to such Notes and that the pledgee is not
the Issuer, any other obligor on the Notes, the Seller or any Affiliate of any
of the foregoing Persons.

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

         "Owner Trustee" means Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any successor
Owner Trustee under the Trust Agreement.

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

         "Payment Date" means, with respect to each Collection Period, the
fifteenth day of the following month or, if such day is not a Business Day, the
immediately following Business Day, commencing on March 15, 2004.

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

         "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) or plan (as defined in Section 4975(e)(1) of the Code) that is subject to
Title I of ERISA or to Section 4975 of the Code or to any Similar Law, or a
person investing on behalf of or with plan assets of such a plan.

         "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

         "Proceeding" means any suit in equity, action at law or other judicial
or administrative proceeding.

         "Record Date" means, with respect to the Notes and as to any Payment
Date or Redemption Date, the close of business on the day immediately preceding
such Payment Date or Redemption Date, unless the Notes are no longer Book-Entry
Notes, in which case the Record Date will be the last day of the month preceding
such Payment Date or Redemption Date.

                                       7
<PAGE>

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

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

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

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

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of February 1, 2004, among the Issuer, the Depositor, National City
Bank, as Seller, Servicer, Custodian and Administrator, and the Indenture
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.

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

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

         "Seller" means National City Bank, in its capacity as seller under the
Receivables Purchase Agreement and the Sale and Servicing Agreement, and its
successors in interest.

         "Servicer" means National City Bank, in its capacity as servicer under
the Sale and Servicing Agreement, and any Successor Servicer thereunder.

         "Similar Law" means a federal, state or local law that imposes
requirements similar to Title I of ERISA or Section 4975 of the Code.

         "STAMP" has the meaning specified in Section 2.04.

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

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

                                       8
<PAGE>

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

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

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

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

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

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

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

                           (iii)    "or" is not exclusive;

                           (iv)     "including" means including without
limitation;

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

                           (vi)     any agreement, instrument or statute defined
or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as from time to
time amended, modified or supplemented and includes (in the case of agreements
or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

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

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

                                       9
<PAGE>

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

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

                                       10
<PAGE>

                                   ARTICLE II.

                                    THE NOTES

         Section 2.01. Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, in each
case together with the Indenture Trustee's certificate of authentication, shall
be in substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4, Exhibit B and Exhibit C, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing the Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of such Note.

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

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

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

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

         The Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$178,000,000, Class A-2 Notes for original issue in an aggregate principal
amount of $197,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $240,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $200,020,000, Class B Notes for original issue in
an aggregate principal amount of $36,650,000 and Class C Notes for original
issue in an aggregate principal amount of $10,785,978. The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class B Notes and Class C Notes outstanding at any time may not exceed such
respective amounts except as provided in Section 2.06.

         The Notes shall be issuable as registered Notes in minimum
denominations of $1,000 and in integral multiples of $1,000 in excess thereof.

                                       11
<PAGE>

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

         Section 2.03. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued, the Issuer shall cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute, and the Indenture Trustee shall authenticate and deliver in exchange
therefor, a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

         Section 2.04. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Note Registrar shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

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

         Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.02, if the
requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.

                                       12
<PAGE>

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

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.03 or 9.05 not involving any transfer.

         The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register transfers
or exchanges of Notes selected for redemption or of any Note for a period of 15
days preceding the due date for any payment with respect to the Note.

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

         Section 2.05. [Reserved].

         Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon an Issuer Order the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall

                                       13
<PAGE>

have become or within 15 days shall be due and payable, or shall have been
called for redemption, instead of issuing a replacement Note, the Issuer may pay
such destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note, a bona fide
purchaser of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

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

         Every replacement Note issued pursuant to this Section in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

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

         Section 2.07. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         Section 2.08. Payment of Principal and Interest; Defaulted Interest.

                  (a) The Class A-1 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 shall accrue
interest at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the
Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set
forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and
Exhibit C, respectively, and such interest shall be payable on each Payment Date
as specified therein, subject to Section 3.01. Any installment of interest or
principal payable on a Note that is punctually paid or duly provided for by the
Issuer on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date, except that, unless Definitive Notes
have been issued

                                       14
<PAGE>

pursuant to Section 2.12, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee; provided, however, that the
final installment of principal payable with respect to such Note on a Payment
Date or on the related Final Scheduled Payment Date (including the Redemption
Price for any Note called for redemption pursuant to Section 10.01) shall be
payable as provided in paragraph (b) below. The funds represented by any such
checks returned undelivered shall be held in accordance with Section 3.03.

                  (b) The principal of each Note shall be payable in
installments on each Payment Date as provided in Section 3.01 hereof and the
forms of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit
A-4, Exhibit B and Exhibit C. Notwithstanding the foregoing, the entire unpaid
principal amount of each Class of Notes may be declared immediately due and
payable, if not previously paid, in the manner provided in Section 5.02 on any
date on which an Event of Default shall have occurred and be continuing by the
Indenture Trustee or the Indenture Trustee acting at the direction of the
Holders of Notes representing not less than a majority of the Outstanding Amount
of the Controlling Class. All principal payments on each Class of Notes shall be
made pro rata to the Noteholders of each Class entitled thereto. Upon written
notice thereof, the Indenture Trustee shall notify the Person in whose name a
Note is registered at the close of business on the Record Date preceding the
Payment Date on which the Issuer expects the final installment of principal of
and interest on such Note to be paid. Such notice shall specify that such final
installment will be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemptions of Notes
shall be mailed to Noteholders as provided in Section 10.02.

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

         Section 2.09. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided, that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.

         Section 2.10. Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially
on the Note Register in the name of Cede & Co.,

                                       15
<PAGE>

the nominee of the initial Clearing Agency, and no Owner thereof will receive a
Definitive Note representing such Note Owner's interest in such Note, except as
provided in Section 2.12. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to such Note Owners pursuant to
Section 2.12:

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

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

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

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

                           (v)      whenever this Indenture requires or permits
actions to be taken based upon instructions or directions of Holders of Notes
evidencing a specified percentage of the Outstanding Amount of the Notes (or any
Class thereof, including the Controlling Class), the Clearing Agency shall be
deemed to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial
interest in the Outstanding Amount of the Notes (or Class thereof, including the
Controlling Class) and has delivered such instructions to the Indenture Trustee.

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

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

                                       16
<PAGE>

Note Owners, then the Clearing Agency shall notify all Note Owners, the
Administrator and the Indenture Trustee of the occurrence of any such event and
of the availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer
Order shall authenticate the Definitive Notes in accordance with the written
instructions of the Clearing Agency. None of the Issuer, the Note Registrar, the
Administrator or the Indenture Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

         Section 2.13. Tax Treatment. The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income, single business and franchise tax purposes: (i) if the
Certificates are owned by a single beneficial owner, the Notes will qualify as
indebtedness of such owner, and (ii) if the Certificates are owned by more than
one beneficial owner, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. The Issuer, by entering into this Indenture, and
each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income and franchise tax purposes as
indebtedness.

         Section 2.14. ERISA. Each Noteholder, by its acceptance of a Note (and
each Note Owner by its acceptance of an interest in the applicable Book-Entry
Note), will be deemed to have represented that either (x) it is not a Plan and
is not investing the assets of a Plan or (y) its purchase and holding of the
Note will not result in a non-exempt prohibited transaction under Title I of
ERISA, Section 4975 of the Code, or any applicable Similar Law.

         The Notes may not be purchased with the assets of a Plan if the
Depositor, the Seller, an underwriter, the Indenture Trustee, the Owner Trustee
of the Issuer or any of their affiliates:

                  (a) has investment or administrative discretion with respect
to those plan assets;

                  (b) has authority or responsibility to give, or regularly
gives, investment advice with respect to those plan assets for a fee and
pursuant to an agreement or understanding that such advice

                           (i)      will serve as a primary basis for investment
decisions with respect to those plan assets and

                           (ii)     will be based on the particular investment
needs for that Plan; or

                  (c)      is an employer maintaining or contributing to that
Plan.

                                       17
<PAGE>

                                  ARTICLE III.

                                    COVENANTS

         Section 3.01. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes, the Sale and Servicing Agreement and
this Indenture. Without limiting the foregoing, subject to Section 8.02(c), on
each Payment Date, the Issuer will cause to be distributed all amounts deposited
pursuant to the Sale and Servicing Agreement into the Note Interest Distribution
Account and the Principal Distribution Account (i) for the benefit of the Class
A-1 Notes, to the Class A-1 Noteholders, (ii) for the benefit of the Class A-2
Notes, to the Class A-2 Noteholders, (iii) for the benefit of the Class A-3
Notes, to the Class A-3 Noteholders, (iv) for the benefit of the Class A-4
Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class B Notes,
to the Class B Noteholders and (vi) for the benefit of the Class C Notes, to the
Class C Noteholders. Amounts properly withheld under the Code by any Person from
a payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

         Section 3.02. Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. Such office will initially be located at 101 Barclay
Street -- 8 West, New York, New York, 10286, Attention: Asset Backed Securities
Unit. The Issuer will give prompt written notice to the Indenture Trustee of the
location, and of any change in the location, of any such office or agency. If at
any time the Issuer shall fail to maintain any such office or agency or shall
fail to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the
Issuer hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

         Section 3.03. Money for Payments To Be Held in Trust. All payments of
amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Collection Account, the Note Interest Distribution
Account, the Principal Distribution Account and the Reserve Account shall be
made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from the Collection Account, the Note
Interest Distribution Account, the Principal Distribution Account or the Reserve
Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section.

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

         The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the

                                       18
<PAGE>

Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby
so agrees), subject to the provisions of this Section, that such Paying Agent
will:

                           (i)      hold all sums held by it for the payment of
amounts due with respect to the Notes in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as herein
provided;

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

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

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

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

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

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such trust
and be paid upon Issuer Request to the Issuer; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Indenture
Trustee shall also adopt and employ, at the expense and direction of the Issuer,
any other reasonable means of notification of such repayment (including,

                                       19
<PAGE>

but not limited to, mailing notice of such repayment to Holders whose Notes have
been called but have not been surrendered for redemption or whose right to or
interest in moneys due and payable but not claimed is determinable from the
records of the Indenture Trustee or of any Paying Agent, at the last address of
record for each such Holder).

         Section 3.04. Existence. The Issuer will 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 will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

         Section 3.05. Protection of Trust Estate. The Issuer will from time to
time execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:

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

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

                           (iii)    enforce any of the Collateral; or

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

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

         Section 3.06. Opinions as to Trust Estate.

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

                  (b) On or before April 30, in each calendar year, beginning in
2005, the Issuer shall furnish to the Indenture Trustee and the Rating Agencies
an Opinion of Counsel either

                                       20
<PAGE>

stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements as is necessary to maintain the lien and security interest created by
this Indenture and reciting the details of such action, or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until April 30 in the following calendar year.

         Section 3.07. Performance of Obligations; Servicing of Receivables.

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

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

                  (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Trust Estate,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within the
time periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof without the consent of
either the Indenture Trustee or the Holders of at least a majority of the
Outstanding Amount of each Class of Notes, voting separately.

                  (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Termination Event under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and
shall specify in such notice the action, if any, the Issuer is taking with
respect to such default.

                  (e) [Reserved]

                                       21
<PAGE>

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

                  (g) Without limitation of the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the rights
of the Indenture Trustee hereunder, the Issuer hereby agrees (i) except to
extent otherwise provided in any Basic Documents, that it will not, without the
prior written consent of the Indenture Trustee acting at the direction of the
Holders of at least a majority in Outstanding Amount of the Notes, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral or the Basic Documents, or waive timely performance or observance by
the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that
any such amendment shall not (A) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the
Notes that is required to consent to any such amendment, without the consent of
the Holders of all Outstanding Notes. If the Indenture Trustee acting at the
direction of such Holders agrees to any such amendment, modification, supplement
or waiver, the Indenture Trustee agrees, promptly following a request by the
Issuer to do so, to execute and deliver, at the Issuer's own expense, such
agreements, instruments, consents and other documents as the Issuer may deem
necessary or appropriate in the circumstances.

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

                           (i)      except as expressly permitted by this
Indenture, the Receivables Purchase Agreement or the Sale and Servicing
Agreement, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Trust
Estate, unless directed to do so by the Controlling Party;

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

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

                           (iv)     (A) permit the validity or effectiveness of
this Indenture to be impaired, or permit the lien of this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations with respect to the
Notes under this Indenture except as may be expressly permitted hereby, (B)
permit any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the lien of this Indenture) to be created on or extend
to or otherwise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof (other than tax liens, mechanics' liens
and other liens that arise by operation of law, in each case on any

                                       22
<PAGE>

of the Financed Vehicles and arising solely as a result of an action or omission
of the related Obligor) or (C) permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any such tax,
mechanics' or other lien) security interest in the Trust Estate.

         Section 3.09. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee and the Rating Agencies, within 120 days after
the end of each fiscal year of the Issuer (commencing with the fiscal year
2004), an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

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

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

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

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

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

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

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

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

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

                           (vi)     the Issuer shall have delivered to the
Indenture Trustee an Officer's Certificate and an Opinion of Counsel each
stating that such consolidation or merger and such

                                       23
<PAGE>

supplemental indenture comply with this Article III and that all conditions
precedent herein provided for relating to such transaction have been complied
with (including any filing required by the Exchange Act) in all material
respects.

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

                           (i)      the Person that acquires by conveyance or
transfer the properties and assets of the Issuer the conveyance or transfer of
which is hereby restricted (A) shall be a United States citizen or a Person
organized and existing under the laws of the United States of America or any
State, (B) expressly assumes, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form satisfactory to the Indenture
Trustee, the due and punctual payment of the principal of and interest on all
Notes and the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all as provided
herein, (C) expressly agrees by means of such supplemental indenture that all
right, title and interest so conveyed or transferred shall be subject and
subordinate to the rights of Holders of the Notes, (D) unless otherwise provided
in such supplemental indenture, expressly agrees to indemnify, defend and hold
harmless the Issuer and the Indenture Trustee against and from any loss,
liability or expense arising under or related to this Indenture and the Notes
and (E) expressly agrees by means of such supplemental indenture that such
Person (or, if a group of Persons, one specified Person) shall make all filings
with the Commission (and any other appropriate Person) required by the Exchange
Act in connection with the Notes;

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

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

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

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

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

         Section 3.11. Successor or Transferee.

                  (a) Upon any consolidation or merger of the Issuer in
accordance with Section 3.10(a), the Person formed by or surviving such
consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of,

                                       24
<PAGE>

the Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

                  (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10(b), National City Auto
Receivables Trust 2004-A will be released from every covenant and agreement of
this Indenture to be observed by or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the
Indenture Trustee stating that National City Auto Receivables Trust 2004-A is to
be so released.

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

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

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

         Section 3.15. Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Trust Agreement, the Sale and Servicing Agreement or this
Indenture, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any Person.

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

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

         Section 3.18. Restricted Payments. Except with respect to the proceeds
from issuance of the Notes, the Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, distributions as
contemplated by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement, this Indenture or the Trust Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Note Interest Distribution Account, the

                                       25
<PAGE>

Principal Distribution Account, the Collection Account or the Reserve Account
except in accordance with this Indenture and the other Basic Documents.

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

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

         Section 3.21. Perfection Representation. The Issuer further makes all
the representations, warranties and covenants set forth in Schedule B.

                                       26
<PAGE>

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

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

                  (A)      either:

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

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

                                    a.          have become due and payable,

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

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

         and the Issuer, in the case of a, b, or c above, has irrevocably
         deposited or caused to be irrevocably deposited with the Indenture
         Trustee cash or direct obligations of or obligations guaranteed by the
         United States of America (that will mature prior to the date such
         amounts are payable), in trust for such purpose, in an amount
         sufficient to pay and discharge the entire indebtedness on such Notes
         not theretofore delivered to the Indenture Trustee for cancellation
         when due to the applicable Final Scheduled Payment Date or Redemption
         Date (if Notes shall have been called for redemption pursuant to
         Section 10.01), as the case may be;

                                       27
<PAGE>

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

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

         Section 4.02. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and
applied by it in accordance with the provisions of the Notes and this Indenture
to the payment, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Holders of the particular Notes for the payment or
redemption of which such moneys have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest; but such
moneys need not be segregated from other funds except to the extent required
herein, in the Sale and Servicing Agreement or by law.

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

         Section 4.04. Release of Collateral. Subject to Section 11.01 and the
terms of the Basic Documents, the Indenture Trustee shall release property from
the lien of this Indenture only upon receipt by it of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.

                                       28
<PAGE>

                                   ARTICLE V.

                                    REMEDIES

         Section 5.01. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

                           (iii)    default in the observance or performance of
any covenant or agreement of the Issuer made in this Indenture (other than a
covenant or agreement, a default in the observance or performance of which is
elsewhere in this Section specifically dealt with), or any representation or
warranty of the Issuer made in this Indenture or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have been
incorrect as of the time when the same shall have been made, which default
materially and adversely affects the Noteholders or the Indenture Trustee, and
such default shall continue or not be cured, or the circumstance or condition in
respect of which such misrepresentation or warranty was incorrect shall not have
been eliminated or otherwise cured, for a period of 30 days after there shall
have been given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by the Holders of at least
25% of the Outstanding Amount of the Controlling Class, a written notice
specifying such default or incorrect representation or warranty and requiring it
to be remedied and stating that such notice is a notice of Default hereunder;

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

                           (v)      the commencement by the Issuer of a
voluntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Issuer to
the entry of an order for relief in an involuntary case under any such law, or
the consent by the Issuer to the appointment of or taking of possession by a
conservator, 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

                                       29
<PAGE>

debts as such debts become due, or the taking of any action by the Issuer in
furtherance of any of the foregoing.

The Issuer shall promptly deliver to the Indenture Trustee written notice in the
form of an Officer's Certificate of any event that with the giving of notice and
the lapse of time would become an Event of Default under clause (iii), its
status and what action the Issuer is taking or proposes to take with respect
thereto.

         Section 5.02. Acceleration of Maturity; Rescission and Annulment.(a) If
an Event of Default shall occur and be continuing, then and in every such case
the Indenture Trustee may or the Indenture Trustee as directed in writing by the
Holders of Notes representing not less than a majority of the Outstanding Amount
of the Controlling Class shall declare all the Notes to be then immediately due
and payable, by a notice in writing to the Issuer (and to the Indenture Trustee
if given by Noteholders), and upon any such declaration the Outstanding Amount
of such Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable.

                  (b) At any time after such declaration of acceleration of
maturity has been made and before a judgment or decree for payment of the money
due has been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Holders of Notes representing a majority of the Outstanding Amount
of the Controlling Class, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

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

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

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

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

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

         Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee; Authority of the Controlling Party.

                  (a) The Issuer covenants that if (i) a default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days or, (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Issuer will, upon demand of

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<PAGE>

the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes,
the entire amount then due and payable on such Notes in respect of principal and
interest, with interest on the overdue principal and, to the extent payment at
such rate of interest shall be legally enforceable, on overdue installments of
interest at the related Interest Rate and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses and disbursements of the
Indenture Trustee and its agents and counsel.

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

                  (c) If an Event of Default occurs, the Indenture Trustee may,
as more particularly provided in Section 5.04, in its discretion or shall at the
directions of the Holders of at least a majority of the Outstanding Amount of
the Notes proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee or the
Indenture Trustee at the direction of the Holders of at least a majority of the
Outstanding Amount of the Notes shall reasonably deem most effective to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

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

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

                                       31
<PAGE>

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

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

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

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

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

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

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

         Section 5.04. Remedies; Priorities.

                  (a) If an Event of Default shall have occurred and be
continuing and the Notes have been accelerated under Section 5.02, the Indenture
Trustee may do one or more of the following (subject to Section 5.05):

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<PAGE>

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

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

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

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

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default unless, (A) the Holders
of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds
of such sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid on such Notes in respect of
principal and interest, or (C)(1) there has been an Event of Default set forth
in Section 5.01(i) or (ii), (2) the Indenture Trustee determines that the Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable, and (3) the Indenture Trustee
obtains the consent of Holders of at least two thirds of the Outstanding Amount
of the Controlling Class.

         In determining such sufficiency or insufficiency with respect to clause
(B) and (C), the Indenture Trustee may, at the Issuer's expense and paid in the
priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, but
need not, obtain and conclusively rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

                  (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 6.07;

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

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

                                       33
<PAGE>

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

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

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

                  SEVENTH:  to the Class C Noteholders for amounts due and
                  unpaid on the Notes in respect of interest (including any
                  premium), ratably, without preference or priority of any kind,
                  according to the amounts due and payable on the Class C Notes
                  in respect of interest (including any premium);

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

                  NINTH:    any excess amounts remaining after making the
                  payments described in clauses first through eighth above, to
                  be applied pursuant to Section 5.06(b) of the Sale and
                  Servicing Agreement to the extent that any amounts payable
                  thereunder have not been previously paid pursuant to clauses
                  first through eighth above.

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

         Section 5.05. Optional Preservation of the Receivables. If the
Indenture Trustee is the Controlling Party and the Notes have been declared to
be due and payable under Section 5.02 following an Event of Default, and such
declaration and its consequences have not been

                                       34
<PAGE>

rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate. It is the desire of the parties hereto
and the Noteholders that there be at all times sufficient funds for the payment
of principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Trust Estate. In determining whether or not to maintain possession of the
Trust Estate, the Indenture Trustee may, at the expense of the Issuer and paid
in the priority set forth in Section 5.06(b) of the Sale and Servicing
Agreement, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         Section 5.06. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

                           (ii)     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;

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

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

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

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

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes
pursuant to this Section, each representing less than a majority of the
Outstanding Amount of the Controlling Class, the Indenture Trustee shall act at
the direction of the group representing the greater percentage of the
Outstanding Amount of Notes and if there is no such group then in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.

                                       35
<PAGE>

         Section 5.07. Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

         Section 5.08. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

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

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

         Section 5.11. Control by Controlling Class. If the Indenture Trustee is
the Controlling Party, the Holders of 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
with respect to the Notes or exercising any trust or power conferred on the
Indenture Trustee; provided that:

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

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

                                       36
<PAGE>

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

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

Notwithstanding the rights of Noteholders set forth in this Section, subject to
Section 6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any Noteholders not consenting to such action.

         Section 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Controlling Class may, waive any past Default or Event of Default and its
consequences except a Default (a) in payment of principal of any of the Notes,
(b) in payment of interest on any of the Notes of the Controlling Class, or (c)
in respect of a covenant or provision hereof that cannot be modified or amended
without the consent of the Holder of each Note. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.

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

         Section 5.13. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of a Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes (or, in the case of a right or remedy under this
Indenture which is instituted by the Controlling Class, more than 10% of the
Controlling Class) or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

                                       37
<PAGE>

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

         Section 5.15. Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.04(b).

         Section 5.16. Performance and Enforcement of Certain Obligations.

                  (a) Promptly following a request from the Indenture Trustee to
do so and at the Administrator's expense, the Issuer shall take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Seller or the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement or the Receivables Purchase Agreement, as applicable, and to exercise
any and all rights, remedies, powers and privileges lawfully available to the
Issuer under or in connection with the Sale and Servicing Agreement or the
Receivables Purchase Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part
of the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and Servicing
Agreement or the Receivables Purchase Agreement; provided, however, nothing
herein shall in any way impose on the Indenture Trustee the duty to monitor the
performance of the Seller or the Servicer of any of their liabilities, duties or
obligations under any Basic Document.

                  (b) If an Event of Default has occurred, the Indenture Trustee
may, and at the direction (which direction shall be in writing) of the Holders
of not less than a majority of the Outstanding Amount of the Controlling Class
shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Seller or the Servicer under or in connection with the Sale
and Servicing Agreement and the Receivables Purchase Agreement including the
right or power to take any action to compel or secure performance or observance
by the Seller or the Servicer, as the case may be, of each of their obligations
to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Sale and Servicing Agreement and the
Receivables Purchase Agreement, as the case may be, and any right of the Issuer
to take such action shall be suspended.

                                       38
<PAGE>

                                   ARTICLE VI.

                              THE INDENTURE TRUSTEE

         Section 6.01. Duties of Indenture Trustee.

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

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

                           (i)      the Indenture Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this Indenture
and no implied covenants or obligations shall be read into this Indenture
against the Indenture Trustee; and

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

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

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

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

                           (iii)    the Indenture Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to the terms of this Indenture or any
other Basic Document.

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

                                       39
<PAGE>

                  (e) The Indenture Trustee shall not be liable for indebtedness
evidenced by or arising under any of the Basic Documents, including principal of
or interest on the Notes, or interest on any money received by it except as the
Indenture Trustee may agree in writing with the Issuer.

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

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

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

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

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

         For purposes of this Section 6.01 and Section 5.03(c), the Indenture
Trustee, or a Responsible Officer thereof, shall be charged with actual
knowledge of any default or an Event of Default if a Responsible Officer
actually knows of such default or Event of Default or the Indenture Trustee
receives written notice of such default or Event of Default from the Issuer, the
Servicer or Noteholders owning Notes aggregating not less than 10% of the
Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture
Trustee shall not be required to take notice and in the absence of such actual
notice and knowledge, the Indenture Trustee may conclusively assume that there
is no such default or Event of Default.

         Section 6.02. Rights of Indenture Trustee.

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

                  (b) Before the Indenture Trustee acts or refrains from acting,
it may require an Officer's Certificate or an Opinion of Counsel from the
appropriate party. The Indenture Trustee

                                       40
<PAGE>

shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or Opinion of Counsel from the appropriate
party. The right of the Indenture Trustee to perform any discretionary act
enumerated in this Indenture or in any other Basic Document shall not be
construed as a duty of the Indenture Trustee and the Indenture Trustee shall not
be answerable for other than its negligence or willful misconduct in the
performance of such discretionary act.

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

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

                  (e) The Indenture Trustee may consult, at the Issuer's expense
and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing
Agreement, with counsel, and the written advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full
and complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

                  (f) In the event that the Indenture Trustee is also acting as
Paying Agent, Note Registrar or collateral agent, the rights and protections
afforded to the Indenture Trustee pursuant to this Article 6 shall be afforded
to such Paying Agent, Note Registrar or collateral agent.

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

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

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

         Section 6.03. Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Section 6.11.

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<PAGE>

         Section 6.04. Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Trust Estate or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in the Indenture, any other
Basic Document or in any document issued in connection with the sale of the
Notes or in the Notes other than the Indenture Trustee's certificate of
authentication.

         Section 6.05. Notice of Defaults. If a Default occurs and is continuing
and if it is actually known to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of the Default within
30 days after it occurs. Except in the case of a Default in payment of principal
of or interest on any Note (including payments pursuant to the mandatory
redemption provisions of such Note), the Indenture Trustee may withhold the
notice to Noteholders if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of
Noteholders.

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

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

         The Issuer's payment obligations to the Indenture Trustee and the
Administrator's indemnities to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation or
removal of the Indenture Trustee. When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.01(iv) or (v) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under

                                       42
<PAGE>

Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.

         Section 6.08. Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer and each Rating Agency. The
Holders of a majority in Outstanding Amount of the Controlling Class may remove
the Indenture Trustee by so notifying the Indenture Trustee and may appoint a
successor Indenture Trustee. 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 a bankrupt
or insolvent;

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

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

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

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

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

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

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

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<PAGE>

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

         Section 6.09. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided, that
such corporation or banking association shall be qualified and eligible under
Section 6.11. The Indenture Trustee shall provide the Rating Agencies notice of
any such transaction.

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

         Section 6.10. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.

                  (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Estate, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.08 hereof.

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

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

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<PAGE>

jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Indenture Trustee;

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

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

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

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

         Section 6.11. Eligibility; Disqualification. (a) 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 the time
deposits of the Indenture Trustee shall be rated at least A-1 by Standard &
Poor's and P-1 by Moody's. The Indenture Trustee shall comply with TIA Section
310(b), including the optional provision permitted by the second sentence of TIA
Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

                  (b) Within ninety (90) days after ascertaining the occurrence
of an Event of Default which shall not have been cured or waived, unless
authorized by the Commission, the Indenture Trustee shall resign with respect to
the Class A Notes, the Class B Notes and/or the Class C Notes in accordance with
Section 6.08 of this Indenture, and the Issuer shall appoint a successor
Indenture Trustee for one or all of such Classes, as applicable, so that there
will be separate Indenture Trustees for the Class A Notes, the Class B Notes and
the Class C Notes. In the event the Indenture Trustee fails to comply with the
terms of the preceding sentence, the Indenture Trustee shall comply with clauses
(ii) and (iii) of TIA Section 310(b).

                                       45
<PAGE>

                  (c) In the case of the appointment hereunder of a successor
Indenture Trustee with respect to any Class of Notes pursuant to this Section
6.11, the Issuer, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the Indenture Trustee and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Indenture Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Indenture
Trustees co-trustees of the same trust and that each such Indenture Trustee
shall be a trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Indenture Trustee; and
upon the removal of the retiring Indenture Trustee shall become effective to the
extent provided herein.

         Section 6.12. [Reserved].

         Section 6.13. 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). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

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

                                       46
<PAGE>

                                  ARTICLE VII.

                         NOTEHOLDERS' LISTS AND REPORTS

         Section 7.01. Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after the earlier of (i) each
Record Date and (ii) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Holders of Notes as of such Record Date, and (b) at such other times as
the Indenture Trustee may request in writing, within 30 days after receipt by
the Issuer of any such request, a list of similar form and content as of a date
not more than 10 days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.

         Section 7.02. Preservation of Information; Communications to
Noteholders.

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

                  (b) Noteholders may communicate pursuant to 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 7.03. Reports by Issuer.

                  (a) The Issuer shall:

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

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

                                       47
<PAGE>

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 7.03(a) and by rules and regulations prescribed from time to time by the
Commission.

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

         Section 7.04. Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each March 31 beginning with March 31, 2005, upon
notice from the Issuer the Indenture Trustee shall mail to each Noteholder as
required by TIA Section 313(c) a brief report prepared by the Issuer dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee also
shall comply with TIA Section 313(b).

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

                                       48
<PAGE>

                                  ARTICLE VIII.

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         Section 8.01. Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

                  Section 8.02. Trust Accounts.

                  (a) On or prior to the Closing Date, the Issuer shall cause
the Servicer to establish and maintain, in the name of the Indenture Trustee,
for the benefit of the Noteholders and, in the case of the Collection Account
and the Reserve Account, the Certificateholders, the Trust Accounts as provided
in Section 5.01 of the Sale and Servicing Agreement.

                  (b) On the day required by Sections 5.02 and 5.04 of the Sale
and Servicing Agreement, the Available Collections (net of the Servicing Fee for
such Payment Date and any previously unpaid Servicing Fees and any other
distributable amounts that are to be allocated for distribution or release to
the Seller) with respect to the preceding Collection Period will be deposited in
the Collection Account as provided in Sections 5.02 and 5.04 of the Sale and
Servicing Agreement. On or before each Payment Date, all amounts required to be
deposited in the Note Interest Distribution Account and the Principal
Distribution Account with respect to the related Collection Period pursuant to
Section 5.06(b) of the Sale and Servicing Agreement will be transferred from the
Collection Account to the Note Interest Distribution Account or the Principal
Distribution Account, as applicable.

                  (c) On each Payment Date and Redemption Date, the Indenture
Trustee shall distribute all amounts on deposit in the Note Interest
Distribution Account to the Noteholders in respect of the Notes to the extent of
amounts due and unpaid on the Notes for interest in the amounts and in the
priority set forth in Section 5.06(c) of the Sale and Servicing Agreement
(except as otherwise provided in Section 5.06(e) of the Sale and Servicing
Agreement and Sections 5.04(b) and 8.02(e)).

                  (d) On each Payment Date and Redemption Date, the Indenture
Trustee shall distribute all amounts on deposit in the Principal Distribution
Account to the Noteholders in respect of the Notes to the extent of amounts due
and unpaid on the Notes for principal in the amounts and in the priority set
forth in Section 5.06(d) of the Sale and Servicing Agreement (except as
otherwise provided in Section 5.06(e) of the Sale and Servicing Agreement and
Section 5.04(b) and 8.02(e)).

                                       49
<PAGE>

                  (e) Notwithstanding any other provision of this Article VIII,
and subject to the provisions of Section 5.04(b):

                           (i)      on each Payment Date following the
         occurrence and during the continuation of an Event of Default specified
         in Section 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) that has resulted in
         an acceleration of the Notes (or following the occurrence of any such
         event after an Event of Default specified in Section 5.01(iii) has
         occurred and the Notes have been accelerated), the Indenture Trustee
         shall:

                                    A.       transfer the funds on deposit in
                  the Collection Account remaining after the application of
                  clauses 5.06(b)(i) and (ii) of the Sale and Servicing
                  Agreement to the Principal Distribution Account to the extent
                  necessary to reduce the Outstanding Amount of the Class A
                  Notes to zero, and withdraw such funds from the Principal
                  Distribution Account and pay such funds:

                                             (1)      to the Class A-1
                           Noteholders until the Outstanding Amount of the Class
                           A-1 Notes is reduced to zero; and

                                             (2)      to the Class A-2
                           Noteholders, Class A-3 Noteholders and Class A-4
                           Noteholders, ratably, without preference or priority
                           of any kind, on the basis of the respective
                           Outstanding Amounts of the Class A-2 Notes, the Class
                           A-3 Notes and the Class A-4 Notes, until the
                           respective Outstanding Amount of each such subclass
                           of Class A Notes is reduced to zero; or

                                    B.       if the Class A Notes shall have
                  been paid in full, transfer the funds on deposit in the
                  Collection Account remaining after the application of clauses
                  5.06(b)(i) through (iv) of the Sale and Servicing Agreement to
                  the Principal Distribution Account to the extent necessary to
                  reduce the Outstanding Amount of the Class B Notes to zero,
                  and withdraw such funds from the Principal Distribution
                  Account and pay such funds to the Class B Noteholders until
                  the Outstanding Amount of the Class B Notes is reduced to
                  zero; or

                                    C.       if the Class A Notes and Class B
                  Notes shall have been paid in full, transfer the funds on
                  deposit in the Collection Account remaining after the
                  application of clauses 5.06(b)(i) through (vi) of the Sale and
                  Servicing Agreement to the Principal Distribution Account to
                  the extent necessary to reduce the Outstanding Amount of the
                  Class C Notes to zero, and withdraw such funds from the
                  Principal Distribution Account and pay such funds to the Class
                  C Noteholders until the Outstanding Amount of the Class C
                  Notes is reduced to zero; and

                           (ii)     notwithstanding the order and priority set
         forth in clauses (A) through (D) of Section 5.06(d)(i) of the Sale and
         Servicing Agreement, on each Payment Date following the occurrence and
         during the continuation of an Event of Default specified in Section
         5.01(iii) that has resulted in an acceleration of the Notes, the
         Indenture Trustee shall apply the Class A Principal Distributable
         Amount payable under Section 5.06(d)(i) of the Sale and Servicing
         Agreement to:

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<PAGE>

                                    A.       the repayment of principal of the
                  Class A-1 Notes until the Outstanding Amount of the Class A-1
                  Notes is reduced to zero; and

                                    B.       the repayment of principal of the
                  Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,
                  ratably, without preference or priority of any kind, on the
                  basis of the respective Outstanding Amounts of the Class A-2
                  Notes, the Class A-3 Notes and the Class A-4 Notes, until the
                  respective Outstanding Amount of each such subclass of Class A
                  Notes is reduced to zero.

         Section 8.03. General Provisions Regarding Accounts. The Indenture
Trustee shall not in any way be held liable by reason of any insufficiency in
any of the Trust Accounts resulting from any loss on any Eligible Investment
included therein except for losses attributable to the Indenture Trustee's
failure to make payments on such Eligible Investments issued by the Indenture
Trustee, in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms.

         Section 8.04. Release of Trust Estate.

                  (a) Subject to the payment of its fees and expenses pursuant
to Section 6.07, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien
of this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any moneys.

                  (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to Section
6.07 have been paid in full, release any remaining portion of the Trust Estate
that secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01.

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

         Section 8.05. Opinion of Counsel. The Indenture Trustee shall receive
at least seven days prior written notice when requested by the Issuer to take
any action pursuant to Section 8.04(b), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the

                                       51
<PAGE>

steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel shall not be required to express
an opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                       52
<PAGE>

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

         Section 9.01. Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

                           (v)      to cure any ambiguity, to correct or
supplement any provision herein or in any supplemental indenture that may be
inconsistent with any other provision herein or in any supplemental indenture or
to make any other provisions with respect to matters or questions arising under
this Indenture or in any supplemental indenture; provided, that such action
shall not adversely affect the interests of the Holders of the Notes;

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

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

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

                                       53
<PAGE>

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

         Section 9.02. Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agencies and with the consent of the Holders of
not less than a majority of the Outstanding Amount of the Notes, by Act of such
Holders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:

                           (i)      change the date of payment of any
installment of principal of or interest on any Note, or reduce the principal
amount thereof, the Interest Rate thereon or the Redemption Price with respect
thereto, change the provisions of this Indenture relating to the application of
collections on, or the proceeds of the sale of, the Trust Estate to payment of
principal of or interest on the Notes, or change any place of payment where, or
the coin or currency in which, any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date);

                           (ii)     reduce the percentage of the Outstanding
Amount of the Notes or 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 provided for in this Indenture;

                           (iii)    modify or alter (x) the provisions of the
proviso in clause (iii) of the definition of the term "Outstanding" or (y) the
definition of "Controlling Class";

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

                                       54
<PAGE>

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

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

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

The Indenture Trustee may in its discretion or at the advice of counsel
determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Holders of all
Notes, whether theretofore or thereafter authenticated and delivered hereunder.
The Indenture Trustee shall not be liable for any such determination made in
good faith.

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

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

         Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise. The Administrator shall provide a fully executed copy of
any supplemental indentures to this Indenture to each Rating Agency.

         Section 9.04. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected

                                       55
<PAGE>

thereby, and the respective rights, limitations of rights, obligations, duties,
liabilities and immunities under this Indenture of the Indenture Trustee, the
Issuer and the Holders of the Notes shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

         Section 9.05. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

         Section 9.06. Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

                                       56
<PAGE>

                                   ARTICLE X.

                               REDEMPTION OF NOTES

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

         Section 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted not later than 10 days
prior to the applicable Redemption Date to each Holder of Notes, as of the close
of business on the Record Date preceding the applicable Redemption Date, at such
Holder's address or facsimile number appearing in the Note Register.

         All notices of redemption shall state:

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price;

                           (iii)    the place where such Notes are to be
surrendered for payment of the Redemption Price (which shall be the office or
agency of the Issuer to be maintained as provided in Section 3.02); and

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

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

         Section 10.03. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption as required by
Section 10.02 (in the case of redemption pursuant to Section 10.01), on the
Redemption Date become due and payable at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price)

                                       57
<PAGE>

no interest shall accrue on the Redemption Price for any period after the date
to which accrued interest is calculated for purposes of calculating the
Redemption Price.

                                       58
<PAGE>

                                   ARTICLE XI.

                                  MISCELLANEOUS

         Section 11.01. Compliance Certificates and Opinions, etc.

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

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

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

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

                           (iii)    a statement that, in the opinion of each
such signatory, such signatory has made such examination or investigation as is
necessary to enable such signatory to express an informed opinion as to whether
or not such covenant or condition has been complied with; and

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

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

                           (ii)     Whenever the Issuer is required to furnish
to the Indenture Trustee an Officer's Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause (i) above,
the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis of
any such withdrawal or release

                                       59
<PAGE>

since the commencement of the then-current fiscal year of the Issuer, as set
forth in the certificates delivered pursuant to clause (i) above and this clause
(ii), is 10% or more of the Outstanding Amount of the Notes, but such a
certificate need not be furnished with respect to any securities so deposited,
if the fair value thereof to the Issuer as set forth in the related Officer's
Certificate is less than $25,000 or less than one percent of the Outstanding
Amount of the Notes.

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

                           (iv)     Other than with respect to the release of
any Purchased Receivable, the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below, or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of the Outstanding Amount
of the Notes, but such certificate need not be furnished in the case of any
release of property or securities if the fair value thereof as set forth in the
related Officer's Certificate is less than $25,000 or less than one percent of
the then Outstanding Amount of the Notes.

                           (v)      Notwithstanding Section 4.04 or any other
provision of this Section, the Issuer may, without compliance with the
requirements of the other provisions of this Section, (A) collect, liquidate,
sell or otherwise dispose of Receivables and Financed Vehicles as and to the
extent permitted or required by the Basic Documents and (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the
Basic Documents.

         Section 11.02. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

                                       60
<PAGE>

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

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

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

         Section 11.03. Acts of Noteholders.

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

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

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

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

         Section 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and, if such request,

                                       61
<PAGE>

demand, authorization, direction, notice, consent, waiver or act of Noteholders
is to be made upon, given or furnished to or filed with:

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

                           (ii)     the Issuer by the Indenture Trustee or by
any Noteholder, shall be sufficient for every purpose hereunder if in writing
and mailed first-class, postage prepaid to the Issuer addressed to: National
City Auto Receivables Trust 2004-A, in care of Wilmington Trust Company, as
Owner Trustee, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration, or at any other
address previously furnished in writing to the Indenture Trustee by the Issuer
or the Administrator. The Issuer shall promptly transmit any notice received by
it from the Noteholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
Moody's, at the following address: Moody's Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in the
case of Standard & Poor's, at the following address: Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041, Attention of Asset Backed Surveillance Department, and
(iii) in the case of Fitch, at the following address: Fitch Ratings, Inc., One
State Street Plaza, New York, NY 10004 Attention: ABS Surveillance; or as to
each of the foregoing, at such other address as shall be designated by written
notice to the other parties.

         Section 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Holder's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

                                       62
<PAGE>

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

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

         Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements. The Indenture Trustee
shall provide a copy of any request made pursuant to this Section 11.06 to the
Owner Trustee.

         Section 11.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 11.08. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 11.09. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

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

         Section 11.11. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         Section 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       63
<PAGE>

         For the avoidance of doubt, the provisions of this Section 11.12 are
not intended to, and shall not be deemed to, determine the respective
jurisdictions whose laws govern the perfection or the priority of any security
interest (as defined in Section 1-201(37) of the UCC) that is created or
provided for under this Indenture.

         Section 11.13. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 11.14. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at the expense of the Servicer accompanied by an
Opinion of Counsel (which may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

         Section 11.15. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer, including the Depositor, or (iii)
any partner, owner, beneficiary, agent, officer, director, employee or agent of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity). For all purposes
of this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

         Section 11.16. No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Issuer or the
Depositor, or join in any institution against the Issuer or the Depositor, of
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the other Basic Documents.

         Section 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested; provided, however,
that the Indenture Trustee may only

                                       64
<PAGE>

cause the books of the Issuer to be audited on an annual basis, unless there
occurs an Event of Default hereunder. The Indenture Trustee shall, and shall
cause its representatives to, hold in confidence all such information except to
the extent such information is publicly available or such disclosure may be
required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine with the advice of counsel and after consultation with the Issuer that
such disclosure is consistent with its obligations hereunder.

         Section 11.18. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

         Section 11.19. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Indenture is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as Owner
Trustee of National City Auto Receivables Trust 2004-A, in the exercise of the
powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
for binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture or any other related documents.

                                    * * * * *

                                       65
<PAGE>

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

                                    NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A,

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

                                            /s/ Donald G. MacKelcan
                                        by: ___________________________________
                                            Name: Donald G. MacKelcan
                                            Title: Sr. Vice President

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

                                        /s/ Allison K. Clan
                                    by: _______________________________________
                                        Name: Allison K. Clan
                                        Title: Assistant Treasurer

                                       66
<PAGE>

STATE OF DELAWARE        }

                         } ss.:

COUNTY OF NEW CASTLE     }

         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Donald G. Mackelean, a
Sr. Vice President of Wilmington Trust Company, not in its individual capacity
but solely as Owner Trustee of National City Auto Receivables Trust 2004-A, a
Delaware statutory trust (the "Trust") known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that
the same was the act of the said Trust, and that s/he executed the same as the
act of said statutory trust for the purpose and consideration therein expressed,
and in the capacities therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 25th day of February,
2004.
                                 /s/ Kathleen A. Pedelini
                                 _______________________________________________
                                 Notary Public in and for the State of Delaware.

My commission expires:

October 31, 2006

                                       67
<PAGE>

STATE OF NEW YORK        }

                         } ss.:

COUNTY OF NEW YORK       }

         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Allison Clan, 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 Bank of New
York, a New York banking corporation, and that s/he executed the same as the act
of said corporation for the purpose and consideration therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 25th day of February, 2004.

                                 /s/ Meaghan L. Sanders
                                 _______________________________________________
                                 Notary Public in and for the State of New York.

My commission expires:

November 10, 2007

                                       68
<PAGE>

                                                                      SCHEDULE A

                             Schedule of Receivables

                      [On file with the Indenture Trustee]

                                       69
<PAGE>

                                                                  EXECUTION COPY

                                                                      SCHEDULE B

                            Perfection Representation

         1.       General. The Indenture creates a valid and continuing security
interest (as defined in the UCC) in all of the Issuer's right, title and
interest in and to the Receivables in favor of the Trustee which, (a) is
enforceable upon execution of the Indenture against creditors of and purchasers
from the Issuer as such enforceability may be limited by applicable debtor
relief laws, now or hereafter in effect, and by general principles of equity
(whether considered in a suit at law or in equity), and (b) upon filing of the
financing statements described in clause 4 below will be prior to all other
Liens (other than Liens permitted pursuant to clause 3 below).

         2.       Characterization. The Receivables constitute "tangible chattel
paper" within the meaning of UCC Section 9-102. The Issuer has taken all steps
necessary to perfect its security interest against the Obligor in the Financed
Vehicles securing the Receivables.

         3.       Creation. Immediately prior to the conveyance of the
Receivables pursuant to the Indenture, the Issuer owns and has good and
marketable title to, or has a valid security interest in, the Receivables free
and clear of any Lien, claim or encumbrance of any Person.

         4.       Perfection. The Issuer has caused or will have caused, within
ten days of the Closing Date, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest granted to the Indenture Trustee
under the Indenture in the Receivables.

         5.       Priority. Other than the security interests granted to the
Indenture Trustee pursuant to the Indenture, the Issuer has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the
Receivables, the Issuer has not authorized the filing of and is not aware of any
financing statements against the Issuer that includes a description of
collateral covering the Receivables other than any financing statement (i)
relating to the security interests granted to the Indenture Trustee under the
Indenture (ii) that has been terminated, or (iii) that has been granted pursuant
to the terms of the Basic Documents. None of the tangible chattel paper that
constitutes or evidences the Receivables has any marks or notations indicating
that they are pledged, assigned or otherwise conveyed to any Person other than
Indenture Trustee.

<PAGE>

                                                                     EXHIBIT A-1

                            [FORM OF CLASS A-1 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

         THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN THE NATIONAL CITY BANK OR ANY OF ITS AFFILIATES.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       2
<PAGE>

REGISTERED $______ (1)

No. R-_____                                                CUSIP NO. 635310 AG 0

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                       1.10% ASSET BACKED NOTE, CLASS A-1

         NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, 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 on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $ [INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $178,000,000 by (ii)
the aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of February 15, 2005 (the
"Class A-1 Final Scheduled Payment Date") and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture. Capitalized terms used but not
defined herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

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

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

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

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

                                       3
<PAGE>

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

                                       4
<PAGE>

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

Date:                                NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

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

                                         By: _________________________________
                                                    Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                     By: _________________________________
                                                Authorized Signatory

                                       5
<PAGE>

                            REVERSE OF CLASS A-1 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.10% Asset Backed Notes, Class A-1 (herein called the "Class
A-1 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all
terms of the Indenture.

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

         Principal of the Class A-1 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-1 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders
entitled thereto.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior to such Payment Date, and the
amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust

                                       6
<PAGE>

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

         The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Rate to the extent lawful.

         As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Servicer on any Payment Date on or after the date on which
the Pool Balance is less than or equal to 5% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange subject to certain exceptions set forth in the
Indenture.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents that either (a) it
is not, and not investing plan assets of, an employee benefit plan (as defined
in Section 3(3) of ERISA) or plan (as defined in Section 4975(e)(1) of the Code)
that is subject to Title I of ERISA or to Section 4975 of the

                                       7
<PAGE>

Code or any Similar Law or (b) its purchase and holding of the Note will not
result in a non-exempt prohibited transaction under Title I of ERISA, Section
4975 of the Code, or any applicable Similar Law.

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

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

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

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

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

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

                                       8
<PAGE>

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, any owner
of a beneficial interest in the Issuer, the Depositor, the Seller, the Servicer,
or any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture or in this Note. The
Holder of this Note by its acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

                                       9
<PAGE>

                                   ASSIGNMENT

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

__________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                */

                                          Signature Guaranteed:

                                                                      */

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

                                       10
<PAGE>

                                                                     EXHIBIT A-2

                            [FORM OF CLASS A-2 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

         THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN THE NATIONAL CITY BANK OR ANY OF ITS AFFILIATES.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       11
<PAGE>

REGISTERED $_____________(2)

No. R-________                                             CUSIP NO. 635310 AH 8

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                       1.50% ASSET BACKED NOTE, CLASS A-2

         NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, 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 on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $ [INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $197,000,000 by (ii)
the aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of February 15, 2007 (the
"Class A-2 Final Scheduled Payment Date") and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture. Except as otherwise provided in the
Indenture, no payments of principal of the Class A-2 Notes shall be made until
the Class A-1 Notes have been paid in full. Capitalized terms used but not
defined herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

                                       12
<PAGE>

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

                                       13
<PAGE>

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

Date:                                NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

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

                                          By: _________________________________
                                                     Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                     By: _________________________________
                                                Authorized Signatory

                                       14
<PAGE>

                            REVERSE OF CLASS A-2 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.50% Asset Backed Notes, Class A-2 (herein called the "Class
A-2 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all
terms of the Indenture.

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

         Principal of the Class A-2 Notes will be payable on each Payment Date
in an amount described on the face hereof only (except as otherwise provided in
the Indenture) after the Class A-1 Notes are paid in full and have no Principal
Balance. "Payment Date" means the 15th day of each month, or, if any such date
is not a Business Day, the next succeeding Business Day, commencing March 15,
2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-2 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders
entitled thereto.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior

                                       15
<PAGE>

to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

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

         As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Servicer on any Payment Date on or after the date on which
the Pool Balance is less than or equal to 5% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange subject to certain exceptions set forth in the
Indenture.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents that either (a) it
is not, and not investing plan

                                       16
<PAGE>

assets of, an employee benefit plan (as defined in Section 3(3) of ERISA) or
plan (as defined in Section 4975(e)(1) of the Code) that is subject to Title I
of ERISA or to Section 4975 of the Code or any Similar Law or (b) its purchase
and holding of the Note will not result in a non-exempt prohibited transaction
under Title I of ERISA, Section 4975 of the Code, or any applicable Similar Law.

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

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

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

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

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

                                       17
<PAGE>

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, any owner
of a beneficial interest in the Issuer, the Depositor, the Seller, the Servicer,
or any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture or in this Note. The
Holder of this Note by its acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

                                       18
<PAGE>

                                   ASSIGNMENT

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

__________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                  */

                                         Signature Guaranteed:

                                                                   */

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

                                       19
<PAGE>

                                                                     EXHIBIT A-3

                            [FORM OF CLASS A-3 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

         THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN THE NATIONAL CITY BANK OR ANY OF ITS AFFILIATES.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       20
<PAGE>

REGISTERED $_____________(3)

No. R-________                                             CUSIP NO. 635310 AJ 4

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                       2.11% ASSET BACKED NOTE, CLASS A-3

         NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, 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 on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $ [INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $240,000,000 by (ii)
the aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Class A-3 Notes pursuant to Section 3.01 of the
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of July 15, 2008 (the
"Class A-3 Final Scheduled Payment Date") and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture. Except as otherwise provided in the
Indenture, no payments of principal of the Class A-3 Notes shall be made until
the Class A-1 Notes and the Class A-2 Notes have been paid in full. Capitalized
terms used but not defined herein are defined in the Indenture, which also
contains rules as to construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

                                       21
<PAGE>

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

                                       22
<PAGE>

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

Date:                                NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

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

                                         By: _________________________________
                                                   Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                          By: _______________________________
                                                    Authorized Signatory

                                       23
<PAGE>

                            REVERSE OF CLASS A-3 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.11% Asset Backed Notes, Class A-3 (herein called the "Class
A-3 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all
terms of the Indenture.

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

         Principal of the Class A-3 Notes will be payable on each Payment Date
in an amount described on the face hereof only (except as otherwise provided in
the Indenture) after the Class A-1 Notes and the Class A-2 Notes are paid in
full and have no Principal Balance. "Payment Date" means the 15th day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing March 15, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-3 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders
entitled thereto.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior

                                       24
<PAGE>

to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

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

         As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Servicer on any Payment Date on or after the date on which
the Pool Balance is less than or equal to 5% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange subject to certain exceptions set forth in the
Indenture.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents that either (a) it
is not, and not investing plan

                                       25
<PAGE>

assets of, an employee benefit plan (as defined in Section 3(3) of ERISA) or
plan (as defined in Section 4975(e)(1) of the Code) that is subject to Title I
of ERISA or to Section 4975 of the Code or any Similar Law or (b) its purchase
and holding of the Note will not result in a non-exempt prohibited transaction
under Title I of ERISA, Section 4975 of the Code, or any applicable Similar Law.

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

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

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

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

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

                                       26
<PAGE>

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, any owner
of a beneficial interest in the Issuer, the Depositor, the Seller, the Servicer,
or any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture or in this Note. The
Holder of this Note by its acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

                                       27
<PAGE>

                                   ASSIGNMENT

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

__________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                             */

                                       Signature Guaranteed:

                                                                  */

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

                                       28
<PAGE>

                                                                     EXHIBIT A-4

                            [FORM OF CLASS A-4 NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

         THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN THE NATIONAL CITY BANK OR ANY OF ITS AFFILIATES.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       29
<PAGE>

REGISTERED $_____________(4)

No. R-________                                             CUSIP NO. 635310 AK 1

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                       2.88% ASSET BACKED NOTE, CLASS A-4

         NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, 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 on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $ [INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $200,020,000 by (ii)
the aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of May 16, 2011 (the "Class
A-4 Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture. Except as otherwise provided in the Indenture,
no payments of principal of the Class A-4 Notes shall be made until the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

                                       30
<PAGE>

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

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

                                       31
<PAGE>

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

Date:                                NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

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

                                         By: _________________________________
                                                   Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                    By: _________________________________
                                              Authorized Signatory

                                       32
<PAGE>

                            REVERSE OF CLASS A-4 NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.88% Asset Backed Notes, Class A-4 (herein called the "Class
A-4 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all
terms of the Indenture.

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

         Principal of the Class A-4 Notes will be payable on each Payment Date
in an amount described on the face hereof only (except as otherwise provided in
the Indenture) after the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes are paid in full and have no Principal Balance. "Payment Date" means the
15th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 15, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class A-4 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders
entitled thereto.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior

                                       33
<PAGE>

to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

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

         As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Servicer on any Payment Date on or after the date on which
the Pool Balance is less than or equal to 5% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange subject to certain exceptions set forth in the
Indenture.

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

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, represents that either (a) it
is not, and not investing plan

                                       34
<PAGE>

assets of, an employee benefit plan (as defined in Section 3(3) of ERISA) or
plan (as defined in Section 4975(e)(1) of the Code) that is subject to Title I
of ERISA or to Section 4975 of the Code or any Similar Law or (b) its purchase
and holding of the Note will not result in a non-exempt prohibited transaction
under Title I of ERISA, Section 4975 of the Code, or any applicable Similar Law.

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

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

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

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

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

                                       35
<PAGE>

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, any owner
of a beneficial interest in the Issuer, the Depositor, the Seller, the Servicer,
or any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture or in this Note. The
Holder of this Note by its acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

                                       36
<PAGE>

                                   ASSIGNMENT

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

__________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                           */

                                   Signature Guaranteed:

                                                              */

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

                                       37
<PAGE>

                                                                       EXHIBIT B

                             [FORM OF CLASS B NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

         THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN THE NATIONAL CITY BANK OR ANY OF ITS AFFILIATES.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       38
<PAGE>

REGISTERED $_____________(5)

No. R-________                                             CUSIP NO. 635310 AL 9

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                        2.45% ASSET BACKED NOTE, CLASS B

         NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, 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 on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $ [INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $36,650,000 by (ii)
the aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.01 of the
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of May 16, 2011 (the "Class
B Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture. Payments of principal of the Class B Notes shall
be subordinated to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes to the extent set forth in the Indenture. Capitalized
terms used but not defined herein are defined in the Indenture, which also
contains rules as to construction that shall be applicable herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

                                       39
<PAGE>

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

                                       40
<PAGE>

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

Date:                                NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

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

                                          By: _________________________________
                                                     Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                       By: _________________________________
                                                 Authorized Signatory

                                       41
<PAGE>

                             REVERSE OF CLASS B NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.45% Asset Backed Notes, Class B (herein called the "Class B
Notes"), all issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Class B Notes are subject to all terms of the
Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes, the Class B Notes and the Class C Notes (collectively, the
"Notes") are and will be secured by the collateral pledged as security therefor
as provided in the Indenture. The Class B Notes are subordinated in right of
payment to the Class A Notes as and to the extent provided in the Indenture.

         Principal of the Class B Notes will be payable on each Payment Date in
an amount described on the face hereof only after the Class A-1 Notes are paid
in full and have no Principal Balance (or, to the extent otherwise set forth in
the Indenture, only after the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes are paid in full and have no Principal
Balance). "Payment Date" means the 15th day of each month, or, if any such date
is not a Business Day, the next succeeding Business Day, commencing March 15,
2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class B Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class B Notes shall be made pro rata to the Class B Noteholders entitled
thereto.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name

                                       42
<PAGE>

of and on behalf of the Issuer, will notify the Person who was the Registered
Holder hereof as of the Record Date preceding such Payment Date by notice mailed
or transmitted by facsimile prior to such Payment Date, and the amount then due
and payable shall be payable only upon presentation and surrender of this Note
at the Indenture Trustee's principal Corporate Trust Office or at the office of
the Indenture Trustee's agent appointed for such purposes located in The City of
New York.

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

         As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Servicer on any Payment Date on or after the date on which
the Pool Balance is less than or equal to 5% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange subject to certain exceptions set forth in the
Indenture.

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

                                       43
<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, represents that either (a) it
is not, and not investing plan assets of, an employee benefit plan (as defined
in Section 3(3) of ERISA) or plan (as defined in Section 4975(e)(1) of the Code)
that is subject to Title I of ERISA or to Section 4975 of the Code or any
Similar Law or (b) its purchase and holding of the Note will not result in a
non-exempt prohibited transaction under Title I of ERISA, Section 4975 of the
Code, or any applicable Similar Law.

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

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

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

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

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

                                       44
<PAGE>

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, any owner
of a beneficial interest in the Issuer, the Depositor, the Seller, the Servicer,
or any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture or in this Note. The
Holder of this Note by its acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

                                       45
<PAGE>

                                   ASSIGNMENT

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

__________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                  */

                                          Signature Guaranteed:

                                                                    */

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

                                       46
<PAGE>

                                                                       EXHIBIT C

                             [FORM OF CLASS C NOTE]

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

         THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN THE NATIONAL CITY BANK OR ANY OF ITS AFFILIATES.

         THIS NOTE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       47
<PAGE>

REGISTERED $_____________(6)

No. R-________                                             CUSIP NO. 635310 AM 7

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                        2.99% ASSET BACKED NOTE, CLASS C

         NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, 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 on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $ [INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $10,785,978 by (ii)
the aggregate amount, if any, payable from the Principal Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.01 of the
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
The Bank of New York, a New York banking corporation, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of May 16, 2011 (the "Class
C Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture. Payments of principal of the Class C Notes shall
be subordinated to the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class B Notes to the extent set forth in the
Indenture. Capitalized terms used but not defined herein are defined in the
Indenture, which also contains rules as to construction that shall be applicable
herein.

         The Issuer will pay interest on this Note at the rate per annum set
forth above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
the last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 15th day of the preceding
calendar month (or, in the case of the first Payment Date, from the Closing
Date) to and including the 14th day of the calendar month in which such Payment
Date occurs. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

                                       48
<PAGE>

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

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

                                       49
<PAGE>

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

Date:                                NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

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

                                         By: _________________________________
                                                    Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                         By: _________________________________
                                                   Authorized Signatory

                                       50
<PAGE>

                             REVERSE OF CLASS C NOTE

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.99% Asset Backed Notes, Class C (herein called the "Class C
Notes"), all issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Class C Notes are subject to all terms of the
Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes, the Class B Notes and the Class C Notes (collectively, the
"Notes") are and will be secured by the collateral pledged as security therefor
as provided in the Indenture. The Class C Notes are subordinated in right of
payment to the Class A Notes and the Class B Notes as and to the extent provided
in the Indenture.

         Principal of the Class C Notes will be payable on each Payment Date in
an amount described on the face hereof only after the Class A-1 Notes are paid
in full and have no Principal Balance (or, to the extent otherwise set forth in
the Indenture, only after the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes and the Class B Notes are paid in full and have
no Principal Balance). "Payment Date" means the 15th day of each month, or, if
any such date is not a Business Day, the next succeeding Business Day,
commencing March 15, 2004.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class C Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing at least a majority of the Outstanding Amount of
the Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class C Notes shall be made pro rata to the Class C Noteholders entitled
thereto.

         Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining

                                       51
<PAGE>

unpaid principal amount of this Note on a Payment Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Registered Holder hereof as of the Record Date preceding such Payment
Date by notice mailed or transmitted by facsimile prior to such Payment Date,
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in The City of New York.

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

         As provided in Section 10.01 of the Indenture, the Class A Notes, the
Class B Notes and the Class C Notes may be redeemed in whole, but not in part,
at the option of the Servicer on any Payment Date on or after the date on which
the Pool Balance is less than or equal to 5% of the Initial Pool Balance.

         As provided in the Indenture and subject to the limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange subject to certain exceptions set forth in the
Indenture.

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

                                       52
<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, represents that either (a) it
is not, and not investing plan assets of, an employee benefit plan (as defined
in Section 3(3) of ERISA) or plan (as defined in Section 4975(e)(1) of the Code)
that is subject to Title I of ERISA or to Section 4975 of the Code or any
Similar Law or (b) its purchase and holding of the Note will not result in a
non-exempt prohibited transaction under Title I of ERISA, Section 4975 of the
Code, or any applicable Similar Law.

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

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

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

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

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

                                       53
<PAGE>

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Bank of New York in its individual capacity, any owner
of a beneficial interest in the Issuer, the Depositor, the Seller, the Servicer,
or any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture or in this Note. The
Holder of this Note by its acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

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<PAGE>

                                   ASSIGNMENT

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

__________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                               */

                                      Signature Guaranteed:

                                                                    */

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

                                       55