<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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

                        WFS FINANCIAL 2005-3 OWNER TRUST,
                                   as Issuer,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                   as Trustee

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

                                    INDENTURE

                            Dated as of July 1, 2005

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

                                 $2,723,000,000
                          Auto Receivable Backed Notes

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

<PAGE>

                    TRUST INDENTURE ACT CROSS-REFERENCE CHART
                  (this chart is not a part of this Indenture)

<TABLE>
<CAPTION>
                                                                                    Indenture
TIA Section                                                                         Reference
-----------                                                                         ----------
<S>                                                                                 <C>
310    (a)(1).....................................................................  6.08, 6.11
       (a)(2).....................................................................  6.11
       (a)(3).....................................................................  6.10
       (a)(4).....................................................................  Not Applicable
       (a)(5).....................................................................  6.11
       (b)........................................................................  6.11
       (c)........................................................................  Not Applicable
311    (a)........................................................................  6.12
       (b)........................................................................  6.12
       (c)........................................................................  Not Applicable
312    (a)........................................................................  7.01, 7.02
       (b)........................................................................  7.02
       (c)........................................................................  7.02
313    (a)........................................................................  7.04
       (b)........................................................................  7.04
       (c)........................................................................  7.04
       (d)........................................................................  7.04
3      ...........................................................................  (a) 7.03
       (b)........................................................................  3.06, 11.15
       (c)(1).....................................................................  11.01
       (c)(2).....................................................................  11.01
       (c)(3).....................................................................  11.01
       (d)........................................................................  8.04, 11.01
       (e)........................................................................  11.01
315    (a)........................................................................  6.01
       (b)........................................................................  6.05, 11.05
       (c)........................................................................  6.01
       (d)........................................................................  6.01
       (d)(1).....................................................................  6.01
       (d)(2).....................................................................  6.01
       (d)(3).....................................................................  6.01
       (e)........................................................................  5.14
316    (a)........................................................................  5.12; 5.13
       (a)(1)(A)..................................................................  5.12
       (a)(1)(B)..................................................................  5.13
       (a)(2).....................................................................  Not Applicable
       (b)........................................................................  5.08
       (c)........................................................................  Not Applicable
317    (a)(1).....................................................................  5.03
       (a)(2).....................................................................  5.03
       (b)........................................................................  3.03
318    (a)........................................................................  11.07
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                          ARTICLE ONE

                           DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.   Definitions............................................................     2
Section 1.02.   Incorporation by Reference of Trust Indenture Act......................    14
Section 1.03.   Rules of Construction..................................................    14
Section 1.04.   Interest Calculations..................................................    15

                                          ARTICLE TWO

                                           THE NOTES

Section 2.01.   Form...................................................................    16
Section 2.02.   Execution, Authentication and Delivery.................................    16
Section 2.03.   Temporary Notes........................................................    16
Section 2.04.   Registration; Registration of Transfer and Exchange....................    17
Section 2.05.   Mutilated, Destroyed, Lost or Stolen Notes.............................    18
Section 2.06.   Persons Deemed Owner...................................................    19
Section 2.07.   Payment of Principal and Interest; Defaulted Interest..................    19
Section 2.08.   Cancellation...........................................................    23
Section 2.09.   Book-Entry Notes.......................................................    23
Section 2.10.   Notices to Clearing Agency.............................................    24
Section 2.11.   Definitive Notes.......................................................    24
Section 2.12.   Release of Collateral..................................................    24
Section 2.13.   Tax Treatment..........................................................    24
Section 2.14.   Calculation of the Class A-3B Rate.....................................    25

                                         ARTICLE THREE

                                           COVENANTS

Section 3.01.   Payment of Principal and Interest......................................    26
Section 3.02.   Maintenance of Office or Agency........................................    26
Section 3.03.   Money for Payments to be Held in Trust.................................    26
Section 3.04.   Existence..............................................................    28
Section 3.05.   Protection of Trust Estate.............................................    28
Section 3.06.   Opinions as to Trust Estate............................................    28
Section 3.07.   Performance of Obligations; Servicing of Contracts; Backup Servicer....    29
Section 3.08.   Negative Covenants.....................................................    31
Section 3.09.   Annual Statement as to Compliance......................................    32
Section 3.10.   Issuer May Consolidate, etc. Only on Certain Terms.....................    32
Section 3.11.   Successor or Transferee................................................    34
Section 3.12.   No Other Business......................................................    34
</TABLE>

                                        i
<PAGE>

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Section 3.13.   No Borrowing...........................................................    34
Section 3.14.   Master Servicer's Obligations..........................................    34
Section 3.15.   Guarantees, Loans, Advances and Other Liabilities......................    34
Section 3.16.   Capital Expenditures...................................................    35
Section 3.17.   Restricted Payments....................................................    35
Section 3.18.   Notice of Events of Default............................................    35
Section 3.19.   Further Instruments and Acts...........................................    35
Section 3.20.   Compliance with Laws...................................................    35
Section 3.21.   Amendments of Sale and Servicing Agreement and Trust Agreement.........    35
Section 3.22.   Removal of Administrator...............................................    35
Section 3.23.   Representations and Warranties of Issuer...............................    35

                                          ARTICLE FOUR

                                   SATISFACTION AND DISCHARGE

Section 4.01.   Satisfaction and Discharge of Indenture................................    37
Section 4.02.   Application of Trust Money.............................................    38
Section 4.03.   Repayment of Monies Held by Paying Agent...............................    38

                                          ARTICLE FIVE

                                            REMEDIES

Section 5.01.   Events of Default......................................................    39
Section 5.02.   Rights upon Event of Default...........................................    40
Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Trustee........    41
Section 5.04.   Remedies...............................................................    42
Section 5.05.   Optional Preservation of the Contracts.................................    43
Section 5.06.   Priorities.............................................................    43
Section 5.07.   Limitation of Suits....................................................    44
Section 5.08.   Unconditional Rights of Noteholders to Receive Principal and Interest..    44
Section 5.09.   Restoration of Rights and Remedies.....................................    45
Section 5.10.   Rights and Remedies Cumulative.........................................    45
Section 5.11.   Delay or Omission Not a Waiver.........................................    45
Section 5.12.   Control by Noteholders of Controlling Class............................    45
Section 5.13.   Waiver of Past Defaults................................................    46
Section 5.14.   Undertaking for Costs..................................................    46
Section 5.15.   Waiver of Stay or Extension Laws.......................................    46
Section 5.16.   Action on Notes........................................................    47
Section 5.17.   Performance and Enforcement of Certain Obligations.....................    47
</TABLE>

                                       ii
<PAGE>

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<CAPTION>
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                                          ARTICLE SIX

                                          THE TRUSTEE

Section 6.01.   Duties of Trustee......................................................    48
Section 6.02.   Rights of Trustee......................................................    49
Section 6.03.   Individual Rights of Trustee...........................................    50
Section 6.04.   Trustee's Disclaimer...................................................    50
Section 6.05.   Notice of Defaults.....................................................    51
Section 6.06.   Reports by Trustee to Holders..........................................    51
Section 6.07.   Compensation and Indemnity.............................................    51
Section 6.08.   Replacement of Trustee.................................................    51
Section 6.09.   Successor Trustee by Merger............................................    53
Section 6.10.   Appointment of Co-Trustee or Separate Trustee..........................    53
Section 6.11.   Eligibility; Disqualification..........................................    54
Section 6.12.   Preferential Collection of Claims Against Issuer.......................    54
Section 6.13.   Representations and Warranties of Trustee..............................    54
Section 6.14.   Sales Finance Licenses.................................................    55

                                         ARTICLE SEVEN

                                 NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.   Issuer to Furnish Trustee Names and Addresses of Noteholders...........    56
Section 7.02.   Preservation of Information; Communications to Noteholders.............    56
Section 7.03.   Reports by Issuer......................................................    56
Section 7.04.   Reports by Trustee.....................................................    57

                                         ARTICLE EIGHT

                              ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.   Collection of Money....................................................    58
Section 8.02.   Trust Accounts.........................................................    58
Section 8.03.   General Provisions Regarding Trust Accounts............................    58
Section 8.04.   Release of Trust Estate................................................    59
Section 8.05.   Opinion of Counsel.....................................................    59

                                          ARTICLE NINE

                                    SUPPLEMENTAL INDENTURES

Section 9.01.   Supplemental Indentures Without Consent of Noteholders.................    61
Section 9.02.   Supplemental Indentures With Consent of Noteholders....................    62
Section 9.03.   Execution of Supplemental Indentures...................................    63
Section 9.04.   Effect of Supplemental Indenture.......................................    64
</TABLE>

                                       iii
<PAGE>

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Section 9.05.   Conformity With Trust Indenture Act....................................    64
Section 9.06.   Reference in Notes to Supplemental Indentures..........................    64

                                          ARTICLE TEN

                                      REDEMPTION OF NOTES

Section 10.01.  Redemption.............................................................    65
Section 10.02.  Form of Redemption Notice..............................................    65
Section 10.03.  Notes Payable on Redemption Date.......................................    66

                                         ARTICLE ELEVEN

                                         MISCELLANEOUS

Section 11.01.  Compliance Certificates and Opinions, etc..............................    67
Section 11.02.  Form of Documents Delivered to Trustee.................................    68
Section 11.03.  Acts of Noteholders....................................................    69
Section 11.04.  Notices, etc., to Trustee, Issuer and Rating Agencies..................    70
Section 11.05.  Notices to Noteholders; Waiver.........................................    71
Section 11.06.  Alternate Payment and Notice Provisions................................    72
Section 11.07.  Conflict With Trust Indenture Act......................................    72
Section 11.08.  Effect of Headings and Table of Contents...............................    72
Section 11.09.  Successors and Assigns.................................................    72
Section 11.10.  Severability...........................................................    72
Section 11.11.  Benefits of Indenture..................................................    72
Section 11.12.  Legal Holidays.........................................................    72
Section 11.13.  Governing Law..........................................................    72
Section 11.14.  Counterparts...........................................................    73
Section 11.15.  Recording of Indenture.................................................    73
Section 11.16.  Trust Obligation.......................................................    73
Section 11.17.  No Petition............................................................    73
Section 11.18.  Inspection.............................................................    73
Section 11.19.  Limitation of Liability of Owner Trustee...............................    74
Section 11.20.  Limitation on Recourse Against WFSRC3..................................    74
</TABLE>

                                       iv
<PAGE>

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<CAPTION>
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<S>                                                                         <C>
                                    SCHEDULES

Schedule A  -  Schedule of Contracts....................................    SA-1

                                    EXHIBITS

Exhibit A   -  Form of Sale and Servicing Agreement.....................     A-1
Exhibit B   -  Form of Depository Agreement.............................     B-1
Exhibit C   -  Form of Class A-1 Note...................................     C-1
Exhibit D   -  Form of Class A-2 Note...................................     D-1
Exhibit E   -  Form of Class A-3A Note..................................     E-1
Exhibit F   -  Form of Class A-3B Note..................................     F-1
Exhibit G   -  Form of Class A-4 Note...................................     G-1
Exhibit H   -  Form of Class B Note.....................................     H-1
Exhibit I   -  Form of Class C Note.....................................     I-1
Exhibit J   -  Form of Class D Note.....................................     J-1
Exhibit K   -  Form of Note Assignment..................................     K-1
</TABLE>

                                        v
<PAGE>

      This Indenture, dated as of July 1, 2005 (the "Indenture"), is between WFS
Financial 2005-3 Owner Trust, a Delaware statutory trust (the "Issuer"), and
Deutsche Bank Trust Company Americas, a New York banking corporation, in its
capacity as trustee (the "Trustee") and not in its individual capacity.

      Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the holders of the Issuer's 3.66838% Class A-1
Notes (the "Class A-1 Notes"), 4.11% Class A-2 Notes (the "Class A-2 Notes"),
4.25% Class A-3A Notes (the "Class A-3A Notes"), Floating Rate Class A-3B Notes
(the "Class A-3B Notes" and, together with the Class A-3A Notes, the "Class A-3
Notes"), 4.39% Class A-4 Notes (the "Class A-4 Notes" and, together with the
Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A
Notes"), 4.50% Class B Notes (the "Class B Notes"), 4.54% Class C Notes (the
"Class C Notes") and 4.76% Class D Notes (the "Class D Notes" and, together with
the Class A Notes, the Class B Notes and the Class C Notes, the "Notes"):

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the Trustee and the Swap Counterparty on the
Closing Date (with respect to each Initial Contract) and on each Subsequent
Transfer Date (with respect to each related Subsequent Contract), on behalf of
and for the benefit of the Holders of the Notes, without recourse, all of the
Issuer's right, title and interest (exclusive of the amount, if any, allocable
to any rebatable insurance premium financed by any Contract) in, to and under
the following personal property (collectively, the "Collateral"): (i) the
Contracts secured by the Financed Vehicles (which Contracts shall be listed in
the Schedule of Contracts); (ii) certain monies due under the Contracts after
the Cut-Off Date, including all payments of Monthly P&I with respect to any
Financed Vehicle to which a Contract relates received after the Cut-Off Date,
and all other proceeds received on or in respect of such Contracts; (iii)
security interests in the Financed Vehicles; (iv) amounts on deposit in the
Collection Account, the Note Distribution Account, the Pre-Funding Account, the
Spread Account and the Secondary Spread Account, including all Eligible
Investments therein and all income from the investment of funds therein and all
proceeds therefrom; (v) proceeds from claims under certain insurance policies in
respect of individual Financed Vehicles or obligors under the Contracts; (vi)
certain rights under the Sale and Servicing Agreement; (vii) the Issuer's
interest in the Interest Rate Swap Agreement; (viii) the protective security
interest in certain of the above-described property granted by the Seller in
favor of the Issuer; (ix) all present and future claims, demands, causes and
choses in action in respect of any or all of the foregoing; and (x) all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion, voluntary
or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (as each such defined term is defined in
Section 1.01).

      The foregoing Grant is made in trust to the Trustee 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

<PAGE>

Indenture, all as provided in this Indenture, and to the Swap Counterparty to
secure the payment of any amounts owing to the Swap Counterparty under the
Interest Rate Swap Agreement.

      The Trustee, as 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.

      This Indenture creates a valid and continuing security interest (as
defined in the applicable UCC) in the Contracts in favor of the Trustee, which
security interest is prior to all other Liens and is enforceable as such as
against creditors of and purchasers from the Issuer.

      The Issuer hereby authorizes the filing of UCC financing statements to
perfect the above grants of security interests, including UCC financing
statements with a collateral description of "all assets now owned or hereafter
acquired".

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01. 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. Except as otherwise
specified herein or as the context may require, capitalized terms used herein
that are not otherwise defined herein shall have the meanings ascribed thereto
in the Sale and Servicing Agreement.

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

      "Administration Agreement" means the Administration Agreement, dated as of
the date hereof, among the Administrator, the Issuer, the Seller and the
Trustee.

      "Administrator" means WFS, in its capacity as 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 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

                                        2
<PAGE>

and to be acted upon by the Administrator pursuant to the Administration
Agreement and who is identified on the foregoing list of Authorized Officers.

      "Backup Servicer" has the meaning specified in the Sale and Servicing
Agreement.

      "Backup Servicer Report Date" means the third Business Day following the
Distribution Date for each of February, May, August and November, commencing
with the November 2005 Distribution Date, or such other dates approved by each
of the Master Servicer, the Backup Servicer and the Rating Agencies.

      "Bankruptcy Code" has the meaning specified in the Trust Agreement.

      "Basic Documents" means the Certificate of Trust, the Trust Agreement, the
Sale and Servicing Agreement, the Administration Agreement, the Note Depository
Agreement, the Sale and Assignment, the WFAL2 Assignment, the Control Agreement,
this Indenture, the Interest Rate Swap Agreement and each Subsequent Transfer
Document.

      "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 2.09.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which banking institutions in Los Angeles, California, Newark, Delaware or New
York, New York are authorized or obligated by law, executive order or
governmental decree to remain closed.

      "Certificate Distribution Account" has the meaning specified in the Trust
Agreement.

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

      "Certificateholders" has the meaning specified in the Trust Agreement.

      "Class" means all Notes whose form is identical except for variation in
denomination, principal amount or owner.

      "Class A Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes.

      "Class A-1 Final Scheduled Distribution Date" means the August 2006
Distribution Date.

      "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note is
registered in the Note Register.

      "Class A-1 Notes" means the Class A-1 Notes, substantially in the form of
Exhibit C hereto.

      "Class A-1 Rate" means 3.66838% per annum.

      "Class A-2 Final Scheduled Distribution Date" means the June 2008
Distribution Date.

                                       3
<PAGE>

      "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note is
registered in the Note Register.

      "Class A-2 Notes" means the Class A-2 Notes, substantially in the form of
Exhibit D hereto.

      "Class A-2 Rate" means 4.11% per annum.

      "Class A-3 Noteholder" means the Person in whose name a Class A-3 Note is
registered in the Note Register.

      "Class A-3 Notes" means the Class A-3A Notes and the Class A-3B Notes.

      "Class A-3A Final Scheduled Distribution Date" means the June 2010
Distribution Date.

      "Class A-3A Noteholder" means the Person in whose name a Class A-3A Note
is registered in the Note Register.

      "Class A-3A Notes" means the Class A-3A Notes, substantially in the form
of Exhibit E hereto.

      "Class A-3A Rate" means 4.25% per annum.

      "Class A-3B Final Scheduled Distribution Date" means the June 2010
Distribution Date.

      "Class A-3B Noteholder" means the Person in whose name a Class A-3B Note
is registered in the Note Register.

      "Class A-3B Notes" means the Class A-3A Notes, substantially in the form
of Exhibit F hereto.

      "Class A-3B Rate" means the lesser of (i) the sum of (a) the LIBOR Rate
and (b) 0.01% per annum and (ii) the maximum rate permitted by applicable law.

      "Class A-4 Final Scheduled Distribution Date" means the May 2013
Distribution Date.

      "Class A-4 Noteholder" means the Person in whose name a Class A-4 Note is
registered in the Note Register.

      "Class A-4 Notes" means the Class A-4 Note, substantially in the form of
Exhibit G hereto.

      "Class A-4 Rate" means 4.39% per annum.

      "Class B Final Scheduled Distribution Date" means the May 2013
Distribution Date.

      "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

                                       4
<PAGE>

      "Class B Notes" means the Class B Notes, substantially in the form of
Exhibit H hereto.

      "Class B Rate" means 4.50% per annum.

      "Class C Final Scheduled Distribution Date" means the May 2013
Distribution Date.

      "Class C Noteholder" means the Person in whose name a Class C Note is
registered in the Note Register.

      "Class C Notes" means the Class C Notes, substantially in the form of
Exhibit I hereto.

      "Class C Rate" means 4.54% per annum.

      "Class D Final Scheduled Distribution Date" means the May 2013
Distribution Date.

      "Class D Noteholder" means the Person in whose name a Class D Note is
registered in the Note Register.

      "Class D Notes" means the Class D Notes, substantially in the form of
Exhibit J hereto.

      "Class D Rate" means 4.76% per annum.

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

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

      "Closing Date" means July 27, 2005.

      "Code" means the Internal Revenue Code of 1986 and Treasury Regulations
promulgated thereunder.

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

      "Collection Account" has the meaning specified in the Sale and Servicing
Agreement.

      "Collection Period" has the meaning specified in the Sale and Servicing
Agreement.

      "Commission" has the meaning specified in the Trust Agreement.

      "Contracts" has the meaning specified in the Sale and Servicing Agreement.

      "Control Agreement" means the deposit account control agreement, dated as
of July 1, 2005, among WFSRC3, the Trust, Western Financial Bank and the
Trustee.

      "Controlling Class" means so long as (i) any Class A Notes are
outstanding, the Class A Notes, (ii) no Class A Notes are outstanding but any
Class B Notes are outstanding, the Class B

                                       5
<PAGE>

Notes, (iii) no Class B Notes are outstanding but any Class C Notes are
outstanding, the Class C Notes, and (iv) no Class C Notes are outstanding but
any Class D Notes are outstanding, the Class D Notes.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered
which office as of the date of execution of this Indenture is located at 60 Wall
Street, 26th Floor, MS NYC60-2606, New York, New York 10005, Attention:
Corporate Trust & Agency Services - Structured Finance Services; or at such
other address as the Trustee may designate from time to time by notice to the
Noteholders and the Issuer, or the principal corporate trust office of any
successor Trustee (the address of which the successor Trustee will notify the
Noteholders and the Issuer).

      "Cut-Off Date" has the meaning specified in the Sale and Servicing
Agreement.

      "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 2.09.

      "Distribution Date" means the 17th day of each calendar month or, if any
such date shall not be a Business Day, the next succeeding Business Day,
commencing September 19, 2005.

      "Distribution Date Statement" has the meaning specified in the Sale and
Servicing Agreement.

      "DTC" means The Depository Trust Company.

      "Eligible Investment" has the meaning specified in the Sale and Servicing
Agreement.

      "ERISA" means the Employment Retirement Income Security Act of 1974.

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

      "Exchange Act" means the Securities Exchange Act of 1934.

      "Executive Officer" means, with respect to any corporation or depository
institution, the chief executive officer, chief operating officer, chief
financial officer, president, executive vice president, any Vice President, the
secretary or the treasurer of such corporation or depository institution; and
with respect to any partnership, any general partner thereof.

      "Final Scheduled Distribution Date" means the Class A-1 Final Scheduled
Distribution Date, the Class A-2 Final Scheduled Distribution Date, the Class
A-3 Final Scheduled Distribution Date, the Class A-4 Final Scheduled
Distribution Date, the Class B Final Scheduled Distribution Date, the Class C
Final Scheduled Distribution Date or the Class D Final Scheduled Distribution
Date, as the case may be.

      "Financed Vehicle" has the meaning specified in the Sale and Servicing
Agreement.

                                       6
<PAGE>

      "First Tier Subsequent Assignment" has the meaning specified in the Sale
and Servicing Agreement.

      "Fitch" has the meaning specified in the Sale and Servicing Agreement.

      "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 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
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 monies payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

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

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

      "Indenture" means this Indenture.

      "Independent" means, when used with respect to any specified Person, that
the Person (i) is in fact independent of the Issuer, any other obligor upon the
Notes, the Seller and any of their respective Affiliates, (ii) does not have any
direct financial interest or any material indirect financial interest in the
Issuer, any such other obligor, the Seller or any of their respective
Affiliates, and (iii) is not connected with the Issuer, any such other obligor,
the Seller or any of their respective Affiliates as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions; provided that a person who is an Independent director or Independent
officer of the Seller may be an Independent director or Independent officer of
an Affiliate of the Seller which is a special purpose bankruptcy remote entity.

                                       7
<PAGE>

      "Independent Certificate" means a certificate or opinion to be delivered
to the 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
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.

      "Initial Contract" has the meaning specified in the Sale and Servicing
Agreement.

      "Initial Cut-Off Date" has the meaning specified in the Sale and Servicing
Agreement.

      "Interest Distributable Amount" has the meaning specified in the Sale and
Servicing Agreement.

      "Interest Period" has the meaning specified in the Sale and Servicing
Agreement.

      "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3A Rate, the Class A-3B Rate, the Class A-4 Rate, the Class B Rate, the Class
C Rate or the Class D Rate, as applicable.

      "Interest Rate Swap Agreement" has the meaning specified in the Sale and
Servicing Agreement.

      "Issuer" means WFS Financial 2005-3 Owner Trust until a permitted
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

      "Issuer Order" and "Issuer Request" means a written order or request
signed in the name of the Issuer by an Authorized Officer and delivered to the
Trustee.

      "LIBOR Rate" means, with respect to any Interest Period, the London
interbank offered rate for deposits in U.S. dollars having a maturity of one
month commencing on the related LIBOR Determination Date which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR Determination
Date. If the rates used to determine the LIBOR Rate do not appear on Telerate
Page 3750, the rates for that day will be determined on the basis of the rates
at which deposits in U.S. dollars, having a maturity of one month and in a
principal amount of not less than U.S. $1,000,000 are offered at approximately
11:00 a.m., London time, on such LIBOR Determination Date to prime banks in the
London interbank market by the Reference Banks. The Indenture Trustee will
request the principal London office of each of such Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
for that day will be the arithmetic mean to the nearest 1/100,000 of 1%
(0.0000001), with five one-millionths of a percentage point rounded upward, of
all such quotations. If fewer than two such quotations are provided, the rate
for that day will be the arithmetic mean to the nearest 1/100,000 of 1%
(0.0000001), with five one-millionths of a percentage point rounded upward, of
the offered per annum rates that one or more leading banks in New York City,
selected by the Indenture Trustee, are quoting as of approximately 11:00 a.m.,
New York City time, on such LIBOR Determination Date to leading European banks
for United States dollar deposits for that maturity; provided that if the banks
selected as aforesaid are not quoting as mentioned in this

                                       8
<PAGE>

sentence, the LIBOR Rate in effect for the applicable Interest Period will be
the LIBOR Rate in effect for the previous Interest Period.

      "LIBOR Determination Date" means, with respect to (i) the first
Distribution Date, the second London Business Day prior to the Closing Date and
(ii) any other Distribution Date, the second London Business Day prior to the
immediately preceding Distribution Date.

      "London Business Day" means any day other than a Saturday, Sunday or a day
on which banking institutions in London, England are authorized or obligated by
law or government decree to be closed.

      "Master Servicer" means WFS, in its capacity as master servicer under the
Sale and Servicing Agreement.

      "Monthly P&I" has the meaning specified in the Sale and Servicing
Agreement.

      "Moody's" has the meaning specified in the Sale and Servicing Agreement.

      "Net Collections" has the meaning specified in the Sale and Servicing
Agreement.

      "Net Swap Payments" has the meaning specified in the Sale and Servicing
Agreement.

      "Net Swap Receipts" has the meaning specified in the Sale and Servicing
Agreement.

      "Note Depository Agreement" means the agreement, dated July 27, 2005,
among the Issuer, the Trustee and DTC, as the initial Clearing Agency, relating
to the Notes, substantially in the form of Exhibit B hereto.

      "Note Distribution Account" has the meaning specified in the Sale and
Servicing Agreement.

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

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

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

      "Notes" means the Notes of the Issuer consisting of the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B
Notes, the Class C Notes or the Class D Notes.

      "Obligor" has the meaning specified in the Sale and Servicing Agreement.

                                       9
<PAGE>

      "Officer's Certificate" means a certificate signed by an 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 Trustee.

      "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 Trustee and which
shall comply with any applicable requirements of Section 11.01, and shall be in
form and substance satisfactory to the Trustee.

      "Outstanding" means, as of the 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 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 Trustee, has been made); and

            (iii) Notes in exchange for or in lieu of other Notes which have
      been authenticated and delivered pursuant to this Indenture unless proof
      satisfactory to the Trustee is presented that any such Notes are held by a
      protected purchaser (as such term is defined in Article 8 of the UCC);

provided, however, that in determining whether the Holder of the requisite
Outstanding Amount 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 upon the Notes, the Seller, WFS or any of
their respective Affiliates shall be disregarded and deemed not to be
Outstanding prior to the date on which the Notes have been paid in full, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that the 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 Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Seller, WFS or any of their respective Affiliates.

      "Outstanding Amount" means the aggregate principal amount of all Notes of
one Class or of all Classes, as the case may be, Outstanding at the date of
determination.

      "Owner Trustee" means Chase Bank USA, National Association, not in its
individual capacity but solely as Owner Trustee under the Trust Agreement.

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

                                       10
<PAGE>

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

      "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 2.05 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.

      "Pre-Funding Account" has the meaning specified in the Sale and Servicing
Agreement.

      "Pre-Funding Period" has the meaning specified in the Sale and Servicing
Agreement.

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

      "Rating Agency" has the meaning specified in the Sale and Servicing
Agreement.

      "Rating Agency Condition" means, with respect to any action, that (i) each
of Standard & Poor's and Fitch shall have been given ten Business Days (or such
shorter period as is acceptable to Standard & Poor's or Fitch, as the case may
be) prior notice thereof and that each of Standard & Poor's and Fitch shall have
notified the Seller, the Master Servicer and the Issuer in writing that such
action will not result in a qualification, reduction or withdrawal of its
then-current rating of any Class of Notes and (ii) Moody's shall have been given
ten Business Days (or such shorter period as is acceptable to Moody's) prior
notice thereof and copies of all documentation relating to the action requiring
satisfaction of such Rating Agency Condition.

      "Record Date" means, with respect to a Distribution Date or Redemption
Date, the close of business on the Business Day immediately preceding such
Distribution Date or Redemption Date, or, in the event that Definitive Notes are
issued, the close of business on the 17th day of the month immediately preceding
the month in which such Distribution Date or Redemption Date occurs.

      "Redemption Date" means in the case of a redemption of the Notes pursuant
to Section 10.01(a) or a payment to Noteholders pursuant to Sections 10.01(b),
the Distribution Date specified by the Master Servicer or the Issuer pursuant to
Section 10.01(a) or 10.01(b), as the case may be.

      "Redemption Price" means in the case of (i) a redemption of the Notes
pursuant to Section 10.01(a) of this Indenture and Section 9.01(a) of the Sale
and Servicing Agreement, an amount equal to the unpaid principal amount of the
Notes redeemed plus accrued and unpaid interest thereon for each Class of Notes
being so redeemed to but excluding the Redemption Date or (ii) a payment made to
Noteholders pursuant to Section 10.01(b), the amount on deposit in the Note
Distribution Account, but not in excess of the amount specified in clause (i)
above.

      "Reference Banks" means four major banks in the London interbank market
selected by the Indenture Trustee.

                                       11
<PAGE>

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

      "Remaining Pre-Funding Amount" has the meaning specified in the Sale and
Servicing Agreement.

      "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust and Agency Group (or any successor group of the
Trustee), including any vice president, assistant secretary or other officer or
assistant officer of the Trustee customarily performing function similar to
those performed by the people who at such time shall be officers, respectively,
or to whom any corporate trust matter is referred at the Corporate Trust Office
of the Trustee because of his knowledge of and familiarity with the particular
subject.

      "Sale and Assignment" means the Sale and Assignment, dated as of the date
hereof, between WFS and WFSRC3.

      "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of the date hereof, among the Issuer, the Seller and the Master
Servicer.

      "Schedule of Contracts" means the listing of the Contracts specified in
Schedule A.

      "Second Tier Subsequent Assignment" has the meaning specified in the Sale
and Servicing Agreement.

      "Secondary Spread Account" has the meaning specified in the Sale and
Servicing Agreement.

      "Seller" means WFS Receivables Corporation 3, in its capacity as seller
under the Sale and Servicing Agreement.

      "Senior Swap Termination Payments" has the meaning specified in the Sale
and Servicing Agreement.

      "Servicing Fee" has the meaning specified in the Sale and Servicing
Agreement.

      "Spread Account" has the meaning specified in the Sale and Servicing
Agreement.

      "Spread Account Initial Deposit" has the meaning specified in the Sale and
Servicing Agreement.

      "Standard & Poor's" has the meaning specified in the Sale and Servicing
Agreement.

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

      "Subordinate Swap Termination Payments" has the meaning specified in the
Sale and Servicing Agreement.

      "Subsequent Contract" has the meaning specified in the Sale and Servicing
Agreement.

                                       12
<PAGE>

      "Subsequent Transfer Date" has the meaning specified in the Sale and
Servicing Agreement.

      "Subsequent Transfer Document" means the First Tier Subsequent Assignment,
the Second Tier Subsequent Assignment and the Third Tier Subsequent Assignment.

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

      "Swap Counterparty" has the meaning specified in the Sale and Servicing
Agreement.

      "Swap Termination Payments" has the meaning specified in the Sale and
Servicing Agreement.

      "Telerate Page 3750" means the display page designated as page 3750 by
Moneyline Telerate Service (or any other page that replaces that page on that
service for the purpose of displaying comparable rates).

      "Termination Date" means the date on which the Trustee shall have received
payment and performance of all amounts and obligations which the Issuer may owe
to or on behalf of the Trustee for the benefit of the Noteholders under this
Indenture or the Notes.

      "Third Tier Subsequent Assignment" means the third tier subsequent
assignment, dated as of the date of the First Tier Subsequent Assignment,
between the Trust and the Trustee.

      "Treasury Regulations" means regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

      "Trust Accounts" has the meaning specified in the Sale and Servicing
Agreement.

      "Trust Agreement" means the Trust Agreement, dated as of June 8, 2005, as
amended and restated as of July 27, 2005, between the Seller and the Owner
Trustee.

      "Trust Estate" means the Collateral Granted to the Trustee under this
Indenture.

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

      "Trustee" means Deutsche Bank Trust Company Americas, as Trustee under
this Indenture.

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

      "United States" means the United States of America.

      "Vice President" has the meaning specified in the Sale and Servicing
Agreement.

                                       13
<PAGE>

      "WFAL2" means WFS Financial Auto Loans 2, Inc.

      "WFAL2 Assignment" means the sale and assignment, dated as of July 1,
2005, between WFAL2 and WFS.

      "WFS" means WFS Financial Inc.

      "WFSRC3" means WFS Receivables Corporation 3.

      Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

      "Commission" means the Securities and Exchange Commission.

      "Indenture Securities" means the Notes.

      "Indenture Security Holder" means a Noteholder.

      "Indenture to be Qualified" means this Indenture.

      "Indenture Trustee" or "Institutional Trustee" means the Trustee.

      "Obligor" on the Indenture Securities means the Issuer and any other
obligor on the Indenture Securities.

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

      Section 1.03. 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 in the United
States; (iii) "or" is not exclusive; (iv) "including" means including without
limitation; (v) words in the singular include the plural and words in the plural
include the singular; (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; (vii) references to a Person are also to its successors and permitted
assigns; (viii) the words "hereof", "herein" and "hereunder" and words of
similar import when used in this Indenture shall refer to this Indenture as a
whole and not to any particular provision of this Indenture; and (ix) Section,
subsection, Schedule or Exhibit references contained in this Indenture are
references to Sections, subsections, Schedules or Exhibits in or to this
Indenture unless otherwise specified.

                                       14
<PAGE>

      Section 1.04. Interest Calculations. For all purposes of this Indenture
and the Notes, interest during any Interest Period shall be computed with
respect to the (i) Class A-1 Notes and Class A-3B Notes on the basis of a
360-day year and the actual number of days elapsed and (ii) Class A-2 Notes,
Class A-3A Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D
Notes on the basis of a 360-day year consisting of twelve 30-day months. Except
as otherwise provided herein, all interest rate and basis point calculations
hereunder shall be carried out to at least (i) five decimal places in the case
of the Class A-1 Notes and (ii) two decimal places in the case of each other
Class of Notes.

                                       15
<PAGE>

                                   ARTICLE TWO

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

      Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibits hereto 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 Trustee shall, upon receipt of an Issuer Order, authenticate and
deliver for original issue the following aggregate principal amount of Notes:
(i) $389,000,000 of Class A-1 Notes, (ii) $713,000,000 of Class A-2 Notes, (iii)
$325,000,000 of Class A-3A Notes, (iv) $682,000,000 of Class A-3B Notes, (v)
$306,000,000 of Class A-4 Notes, (vi) $105,000,000 of Class B Notes, (vii)
$112,000,000 of Class C Notes and (viii) $91,000,000 of Class D Notes. The
aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3A
Notes, Class A-3B Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class
D Notes outstanding at any time may not exceed such respective amounts, except
as otherwise provided in Section 2.05.

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

      No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of 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. Subject to Section 2.09, pending the
preparation of Definitive Notes, the Issuer may execute, and upon receipt of an
Issuer Order, the Trustee shall authenticate and deliver, temporary Notes that
are printed, lithographed, typewritten,

                                       16
<PAGE>

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

      If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the related Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute, and the Trustee shall authenticate and deliver in exchange
therefor, a like tenor and 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 Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Trustee shall be the initial "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Note Registrar.

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

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

      At the option of a 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, provided that the
requirements of Section 8-401 of the UCC are met, the Issuer shall execute, and
the Trustee shall authenticate and the Noteholder shall obtain from the Trustee,
the Notes which the Noteholder making the exchange is entitled to receive.

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

                                       17
<PAGE>

      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 Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by a commercial bank or trust company located, or having a
correspondent located, in The City of New York or the city in which the
Corporate Trust Office is located, or by a member firm of a national securities
exchange, and such other documents as the Trustee may require.

      No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer or the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.03 or 9.06 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 the payment in full of such Note.

      Copies of this Indenture (without exhibits) may be obtained by Noteholders
upon request in writing to the Trustee at the Corporate Trust Office.

      Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Trustee, or the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note, (ii) there is
delivered to the Trustee such security or indemnity as may be required by them
to hold the Issuer and the Trustee harmless and (iii) the requirements of
Section 8-405 of the UCC are met, then, in the absence of notice to the Issuer,
the Note Registrar or the Trustee that such Note has been acquired by a
protected purchaser (as defined in Article 8 of the UCC), the Issuer shall
execute and upon its request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class; provided, however, that if any such
destroyed, lost or stolen Note, but not a mutilated Note, shall have become or
within seven days shall be due and payable, or shall have been called for
redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note which has not been replaced as
permitted by the preceding sentence, a protected purchaser (as defined in
Article 8 of the UCC) of the original Note in lieu of which such replacement
Note was issued presents for payment such original Note, the Issuer and the
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a protected purchaser (as defined in Article 8
of the UCC), and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Trustee in connection therewith.

      Upon the issuance of any replacement Note under this Section, the Issuer
or the Trustee may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other

                                       18
<PAGE>

governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Trustee or the Note
Registrar) 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 2.06. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trustee and any of their
respective agents may treat the Person in whose name any Note is registered (as
of the day of determination) as the owner of such Note for the purpose of
receiving payments of principal of and interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and none of
the Issuer, the Trustee nor any of their respective agents shall be affected by
notice to the contrary.

      Section 2.07. Payment of Principal and Interest; Defaulted Interest.

      (a) Each Class of Notes shall accrue interest at the related Interest
Rate, and such interest shall be payable on each Distribution Date as specified
in Article Five of the Sale and Servicing Agreement and in the form of the
related Note set forth as an Exhibit hereto, subject to Section 3.01. Any
installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.11, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a
Distribution Date, a Redemption Date or on the related Final Scheduled
Distribution Date, as the case may be, which, in the case of the payment of a
redemption pursuant to Section 10.01(a), shall be payable pursuant to Section
9.01(e) of the Sale and Servicing Agreement, and in each other case shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.

      (b) Subject to Section 2.07(c), the principal of each Note shall be
payable on each Distribution Date to the extent provided in Article Five of the
Sale and Servicing Agreement and in the form of the related Note set forth as an
Exhibit hereto. The Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
within five Business Days of such Distribution Date (or, in the case of Notes
registered in the name of Cede & Co., as

                                       19
<PAGE>

nominee of DTC, such notice shall be provided within one Business Day of such
Distribution Date) or receipt of notice of termination of the Issuer pursuant to
Section 9.01(c) of the Trust Agreement and shall specify that such final
installment will be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemptions of Notes
shall be mailed to Noteholders as provided in Section 10.02. In addition, the
Administrator shall notify the Rating Agencies upon the final payment of
interest and principal of each Class of Notes, and upon the termination of the
Issuer, in each case pursuant to Section 1(a)(i) of the Administration
Agreement. The entire principal amount of a Class of Notes will be due and
payable, if not previously paid, on the related Final Scheduled Distribution
Date.

      (c) Notwithstanding the foregoing, the entire unpaid interest on and
principal amount of the Notes shall be due and payable, if not previously paid,
on the date on which an Event of Default shall have occurred and be continuing,
if the Trustee or the Holders of Notes representing not less than a majority of
the Outstanding Amount of the Notes of the Controlling Class have declared the
Notes to be immediately due and payable in the manner provided in Section 5.02.
Following such declaration of acceleration, on each Distribution Date or a
payment date described in Section 5.06(b), all amounts on deposit in the
Collection Account, the Note Distribution Account, the Spread Account or
collected by the Trustee pursuant to Article Five shall be paid in the following
amounts and order of priority:

            (i) to the Master Servicer, the Servicing Fee, including any unpaid
      Servicing Fees with respect to one or more prior Collection Periods;

            (ii) pro rata, to (A) the Trustee any accrued and unpaid fees and
      expenses payable to the Trustee and (B) the Owner Trustee, any accrued and
      unpaid fees and expenses payable to the Owner Trustee, in each case to the
      extent such fees and expenses have not been previously paid by the Master
      Servicer;

            (iii) to the Swap Counterparty for any accrued and unpaid Net Swap
      Payments;

            (iv) pro rata, to (A) the Swap Counterparty, any Senior Swap
      Termination Payments payable to the Swap Counterparty and (B) the Holders
      of the Class A Notes, the Interest Distributable Amount for each Class of
      Class A Notes pro rata in proportion to their respective Interest
      Distributable Amounts, without preference or priority of any kind;

            (v) (A) if an Event of Default described in Section 5.01(i), (ii),
      (iv) or (v) has occurred and is continuing, in the following order of
      priority:

                       (1) to the Holders of the Class A-1 Notes, the
                 outstanding principal amount of the Class A-1 Notes as of such
                 Distribution Date (prior to giving effect to any payment of
                 principal on such date) in reduction of principal until the
                 principal amount of the Class A-1 Notes has been paid in full;

                       (2) to the Holders of each of the Class A-2 Notes, the
                 Class A-3 Notes and the Class A-4 Notes, the outstanding
                 principal

                                       20
<PAGE>

            amount of each of the Class A-2 Notes, the Class A-3 Notes and the
            Class A-4 Notes, respectively, pro rata in proportion to their
            respective outstanding principal amounts as of such Distribution
            Date (prior to giving effect to any payment of principal on such
            date) in reduction of principal until the principal amount of each
            of such Classes has been paid in full;

                  (3) to the Holders of the Class B Notes, the Interest
            Distributable Amount for the Class B Notes;

                  (4) to the Holders of the Class B Notes, the outstanding
            principal amount of the Class B Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in
            reduction of principal until the principal amount of the Class B
            Notes has been paid in full;

                  (5) to the Holders of the Class C Notes, the Interest
            Distributable Amount for the Class C Notes;

                  (6) to the Holders of the Class C Notes, the outstanding
            principal amount of the Class C Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in
            reduction of principal until the principal amount of the Class C
            Notes has been paid in full;

                  (7) to the Holders of the Class D Notes, the Interest
            Distributable Amount for the Class D Notes; and

                  (8) to the Holders of the Class D Notes, the outstanding
            principal amount of the Class D Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in
            reduction of principal until the principal amount of the Class D
            Notes has been paid in full; or

            (B) if an Event of Default described in Section 5.01(iii) has
      occurred and is continuing, in the following order of priority:

                  (1) to the Holders of the Class B Notes, the Interest
            Distributable Amount for the Class B Notes;

                  (2) to the Holders of the Class C Notes, the Interest
            Distributable Amount for the Class C Notes;

                  (3) to the Holders of the Class D Notes, the Interest
            Distributable Amount for the Class D Notes;

                  (4) to the Holders of the Class A-1 Notes, the outstanding
            principal amount of the Class A-1 Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in

                                       21
<PAGE>

            reduction of principal until the principal amount of the Class A-1
            Notes has been paid in full;

                  (5) to the Holders of each of the Class A-2 Notes, the Class
            A-3 Notes and the Class A-4 Notes, the outstanding principal amount
            of each of the Class A-2 Notes, the Class A-3 Notes and the Class
            A-4 Notes, respectively, pro rata in proportion to their respective
            outstanding principal amounts as of such Distribution Date (prior to
            giving effect to any payment of principal on such date) in reduction
            of principal until the principal amount of each of such Classes has
            been paid in full;

                  (6) to the Holders of the Class B Notes, the outstanding
            principal amount of the Class B Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in
            reduction of principal until the principal amount of the Class B
            Notes has been paid in full;

                  (7) to the Holders of the Class C Notes, the outstanding
            principal amount of the Class C Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in
            reduction of principal until the principal amount of the Class C
            Notes has been paid in full; and

                  (8) to the Holders of the Class D Notes, the outstanding
            principal amount of the Class D Notes as of such Distribution Date
            (prior to giving effect to any payment of principal on such date) in
            reduction of principal until the principal amount of the Class D
            Notes has been paid in full;

          (vi) to the Swap Counterparty, any Subordinate Swap Termination
      Payments and any other amounts payable by the Trust to the Swap
      Counterparty under the Interest Rate Swap Agreement and not previously
      paid;

          (vii) to WFSRC3, until it has received full repayment of the Spread
      Account Initial Deposit; and

          (viii) to the Certificate Distribution Account for distribution to
      the Holders of the Certificates in accordance with Section 5.02 of the
      Trust Agreement, any remaining amounts.

      (d) 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
including, in the case of the Class C Notes and the Class D Notes, from amounts
on deposit in the Secondary Spread Account. The Issuer may pay such defaulted
interest to the Persons who are Noteholders on a subsequent special record date,
which date shall be at least five Business Days prior to the related payment
date. The Issuer shall fix or cause to be fixed any such special record date and
payment date, and, at least 15 days before any

                                       22
<PAGE>

such special record date, the Issuer shall mail to the Trustee and each
Noteholder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

      Section 2.08. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by the Trustee. The Issuer may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the 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 Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be destroyed or returned to it; provided
that such Issuer Order is timely and the Notes have not been previously disposed
of by the Trustee.

      Section 2.09. Book-Entry Notes. The Notes, upon original issuance, will be
issued in the form of a typewritten Note or Notes representing the Book-Entry
Notes, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of,
the Issuer. Such Notes shall initially be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no Note
Owner will receive a Definitive Note representing such Note Owner's interest in
such Note, except as provided in Section 2.11. Unless and until definitive,
fully registered Notes (the "Definitive Notes") have been issued to Note Owners
pursuant to Section 2.11:

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

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

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

            (d) the rights of Note Owners shall be exercised only through the
      Clearing Agency and shall be limited to those established by law and
      agreements between 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 2.11, the
      Clearing Agency will make book-entry transfers among the Clearing Agency
      Participants and receive and transmit payments of principal of and
      interest on the Notes to such Clearing Agency Participants; and

            (e) whenever this Indenture requires or permits actions to be taken
      based upon instructions or directions of Holders of Notes (or Holders of
      any Class thereof, including the Controlling Class) evidencing a specified
      percentage of the Outstanding Amount, 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

                                       23
<PAGE>

      Participants owning or representing, respectively, such required
      percentage of the beneficial interest in the Notes (or any Class thereof,
      including the Controlling Class) and has delivered such instructions to
      the Trustee.

      Section 2.10. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section
2.11, the Trustee shall give all such notices and communications specified
herein to be given to Holders of the Notes to the Clearing Agency, and shall
have no obligation to the Note Owners.

      Section 2.11. Definitive Notes.

      (a) If (i)(A) the Administrator advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the Note Depository Agreement and (B) the
Trustee or the Administrator is unable to locate a qualified successor or (ii)
after the occurrence of an Event of Default, the Note Owners representing not
less than a majority of the Outstanding Amount of a Class of Notes advise the
Trustee and the Clearing Agency through the Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the related Note Owners, then the Trustee
shall notify all Note Owners of the related Class of Notes, through the Clearing
Agency, of the occurrence of such event and of the availability of Definitive
Notes of the related Class of Notes to Note Owners requesting the same. Upon
surrender to the Trustee of the Note or Notes representing the Book-Entry Notes
by the Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes of a Class, the Trustee
shall recognize the Holders of the Definitive Notes as Noteholders hereunder.

      The Trustee shall not be liable if the Trustee or the Administrator is
unable to locate a qualified successor Clearing Agency. The Definitive Notes
shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders), all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes.

      Section 2.12. Release of Collateral. Subject to Section 11.01 and the
other Basic Documents, the Trustee shall release property from the lien of this
Indenture only upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel and Independent Certificates in accordance
with TIA Sections 314(c) and 314(d) or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.

      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, 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 its

                                       24
<PAGE>

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,
single business and franchise tax purposes as indebtedness of the Issuer.

      Section 2.14. Calculation of the Class A-3B Rate. On each LIBOR
Determination Date, the Indenture Trustee shall (i) determine the LIBOR Rate for
the related Interest Period with respect to the Class A-3B Notes and (ii) inform
the Master Servicer by facsimile (at (949) 727-2306) of the LIBOR Rate and the
Class A-3B Rate. If necessary to calculate the LIBOR Rate, the Indenture Trustee
will, in a timely manner, request the principal London office of each Reference
Bank to provide a quotation of its rates; provided, however, that the Indenture
Trustee shall not have any liability for the banks it selects.

                                       25
<PAGE>

                                  ARTICLE THREE

                                    COVENANTS

      Section 3.01. Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on, if any, the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.02(c), the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account in respect of the related Collection
Period on a Distribution Date deposited therein pursuant to the Sale and
Servicing Agreement for the benefit of (i) the Class A-1 Notes, to the Class A-1
Noteholders, (ii) the Class A-2 Notes, to the Class A-2 Noteholders, (iii) the
Class A-3 Notes, to the related Class A-3 Noteholders, (iv) the Class A-4 Notes,
to the related Class A-4 Noteholders, (v) the Class B Notes, to the Class B
Noteholders, (vi) the Class C Notes, to the Class C Noteholders and (vii) the
Class D Notes, to the Class D Noteholders. Amounts properly withheld under the
Code by any Person from a payment to any Noteholder of interest 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 City of New York an office or agency where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer
hereby initially appoints the Trustee to serve as its agent for the foregoing
purposes. The Issuer will give prompt written notice to the Trustee of the
location, and of any change in the location, of any such office or agency. If at
any time the Issuer shall fail to maintain any such office or agency or shall
fail to furnish the Trustee with the address thereof, such surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Trustee as its agent to receive all such surrenders, notices
and demands.

      Section 3.03. Money for Payments to be Held in Trust. As provided in
Sections 5.06 and 8.02, 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 Pre-Funding Account, the Spread Account, the Secondary Spread
Account and the Note Distribution Account pursuant to Section 8.02(b) shall be
made on behalf of the Issuer by the Trustee or by another Paying Agent, and no
amounts so withdrawn from the Collection Account or the Note Distribution
Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section.

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

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

                                       26
<PAGE>

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

            (ii) give the Trustee notice of any default by the Issuer (or any
      other obligor upon the Notes) 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 Trustee, forthwith pay to the Trustee all sums
      so held in trust by such Paying Agent;

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

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

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

      Subject to applicable laws with respect to escheat of funds, any money
held by the Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such
amount has become due and payable shall be discharged from such trust and upon
receipt of an Issuer Request shall be deposited by the Trustee in the Collection
Account; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuer cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to or for the
account of the Issuer. The Trustee may also adopt and employ, at the expense of
the Issuer, any other reasonable means of notification of such repayment
(including mailing notice of such repayment to Holders whose Notes have been
called but have not been surrendered for redemption or whose right to or
interest in monies due and payable but not claimed is determinable from the
records of the Trustee or of any Paying Agent, at the last address of record for
each such Holder).

                                       27
<PAGE>

      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, 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 intends the security
interest Granted pursuant to this Indenture in favor of the Trustee on behalf of
the Noteholders to be prior to all other liens in respect of the Trust Estate,
and the Issuer shall take all actions necessary to obtain and maintain, for the
benefit of the Trustee on behalf of the Noteholders, a first lien on and a first
priority, perfected security interest in the 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, all as prepared by the Master Servicer and
delivered to the Issuer, and will take such other action necessary or advisable
to:

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

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

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

            (d) enforce any of the Collateral;

            (e) preserve and defend title to the Trust Estate and the rights of
      the Trustee and the Noteholders in such Trust Estate against the claims of
      all persons and parties; or

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

      The Issuer hereby designates the Trustee its agent and attorney-in-fact to
execute all financing statements, continuation statements or other instruments
required to be executed pursuant to this Section.

      Section 3.06. Opinions as to Trust Estate.

      (a) Promptly after execution and delivery of this Indenture, the Issuer
shall furnish to the Trustee an Opinion of Counsel to the effect that, in the
opinion of such counsel, either (i) all financing statements and continuation
statements have been executed and filed that are necessary to create and
continue the Trustee's first priority perfected security interest in the
Collateral for the benefit of the Noteholders, and reciting the details of such
filings or referring to prior Opinions of Counsel in which such details are
given, or (ii) no such action shall be necessary to perfect such security
interest.

                                       28
<PAGE>

      (b) Within 90 days after the beginning of each calendar year beginning
with the first calendar year beginning more than three months after the Initial
Cut-Off Date, the Issuer shall furnish to the Trustee an Opinion of Counsel,
dated as of a date during such 90-day period, to the effect that, in the opinion
of such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to create and continue the
Trustee's first priority perfected security interest in the collateral for the
benefit of the Noteholders, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (ii)
no such action shall be necessary to perfect such security interest.

      Section 3.07. Performance of Obligations; Servicing of Contracts; Backup
Servicer.

      (a) The Issuer will not take any action and will use its best efforts not
to permit any action to be taken by others, including the Master Servicer, 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 the Basic Documents or such other
instrument or agreement.

      (b) The Issuer may contract with other Persons to assist it in performing
its duties and obligations under this Indenture, and any performance of such
duties by a Person identified to the Trustee in an Officer's Certificate shall
be deemed to be action taken by the Issuer. The Trustee shall not be responsible
for the action or inaction of the Master Servicer or the Administrator.
Initially, the Issuer has contracted with the Master Servicer and the
Administrator to assist the Issuer in performing its duties under this
Indenture.

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

      (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default, the Issuer shall promptly notify the Trustee and each Rating Agency
thereof, and shall specify in such notice the action, if any, the Issuer is
taking with respect of such default. If a Servicer Default shall arise from the
failure of the Master Servicer to perform any of its duties or obligations under
the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall
take all reasonable steps available to it to remedy such failure.

      (e) If the Issuer has given notice of termination to the Master Servicer
of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale
and Servicing Agreement, as promptly as possible thereafter, the Issuer shall
(subject to the right of the Trustee to direct such

                                       29
<PAGE>

appointment pursuant to Section 8.02 of the Sale and Servicing Agreement)
appoint a successor servicer (the "Successor Master Servicer"), and such
Successor Master Servicer shall accept its appointment by a written assumption
in a form acceptable to the Trustee. In the event that a Successor Master
Servicer has not been appointed and accepted its appointment at the time when
the Master Servicer ceases to act as Master Servicer, the Trustee without
further action shall automatically be appointed the Successor Master Servicer.
The Trustee may resign as the Successor Master Servicer by giving written notice
of such resignation to the Issuer and in such event will be released from such
duties and obligations, such release not to be effective until the date a new
servicer enters into a servicing agreement with the Issuer as provided below.
Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new
servicer as the Successor Master Servicer under the Sale and Servicing
Agreement. Any Successor Master Servicer (other than the Trustee) shall (i) be
an established financial institution having a net worth of not less than
$50,000,000 and whose regular business includes the servicing of motor vehicle
receivables and (ii) enter into a servicing agreement with the Issuer having
substantially the same provisions as the provisions of the Sale and Servicing
Agreement applicable to the Master Servicer. If within 30 days after the
delivery of the notice referred to above, the Issuer shall not have obtained
such a new Master Servicer, the Trustee may appoint, or may petition a court of
competent jurisdiction to appoint, a Successor Master Servicer. In connection
with any such appointment, the Trustee may make such arrangements for the
compensation of such successor as it and such successor shall agree, subject to
the limitations set forth below and in the Sale and Servicing Agreement, and in
accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor for the servicing of the
Contracts (such agreement to be in form and substance satisfactory to the
Trustee). If the Trustee shall succeed to the Master Servicer's duties as
servicer of the Contracts as provided herein, it shall do so in its individual
capacity and not in its capacity as Trustee and, accordingly, the provisions of
Article Six shall be inapplicable to the Trustee in its duties as the successor
to the Master Servicer and the servicing of the Contracts. If the Trustee shall
become successor to the Master Servicer under the Sale and Servicing Agreement,
the Trustee shall be entitled to appoint as Master Servicer one of its
Affiliates, provided that it shall be fully liable for the actions and omissions
of such Affiliate in such capacity as Successor Master Servicer.

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

      (g) The Issuer agrees that it will not waive timely performance or
observance by the Master Servicer or the Seller of their respective duties under
the Basic Documents if the effect thereof would adversely affect the Holders of
the Notes.

      (h) As long as Deutsche Bank Trust Company Americas is the Trustee,
Deutsche Bank Trust Company Americas, in its individual capacity, shall act as
Backup Servicer. In accordance with Article Eight of the Sale and Servicing
Agreement, the Backup Servicer shall act as successor to the Master Servicer if
the Master Servicer is terminated pursuant to Section 8.06 of the Sale and
Servicing Agreement. If the Backup Servicer shall become successor to the Master
Servicer under the Sale and Servicing Agreement, the Backup Servicer may enter
into subservicing agreements with one or more subservicers approved by the
Trustee

                                       30
<PAGE>

for the servicing and administration of the Contracts (including holding the
related Contract Files as custodian), provided that it shall be fully liable for
the actions and omissions of such subservicer in such capacity as Master
Servicer. Prior to any termination of the Master Servicer pursuant to Section
8.06 of the Sale and Servicing Agreement, the Backup Servicer shall (i) confirm,
prior to the November 2005 Distribution Date, that the data provided on data
tapes received from the Master Servicer pursuant to Section 3.04(b) of the Sale
and Servicing Agreement are in a format compatible with the Backup Servicer's
computer systems, (ii) on or prior to the third Business Day following each
Distribution Date, beginning with the November 2005 Distribution Date, transfer
onto its computer system the information provided on such data tapes, (iii) on
or prior to each Backup Servicer Report Date, generate a statement (prepared
using the data obtained from the data tapes for the preceding three Collection
Periods delivered pursuant to Section 3.04(b) of the Sale and Servicing
Agreement) setting forth the same items provided on the Distribution Date
Statements for each Distribution Date since the last Backup Servicer Report Date
(provided that the Backup Servicer has received such Distribution Date
Statements and the related data tapes), (iv) notify the Master Servicer and the
Trustee within 30 days of the related Backup Servicer Report Date of any
numerical discrepancies between any statement generated in clause (iii) above
and the related Distribution Date Statement, assist the Master Servicer in
resolving such discrepancies and notify to the Trustee and the Rating Agencies
of any remaining discrepancies within 60 days of the related Backup Servicer
Report Date and (v) prior to the first Distribution Date, enter into an
agreement with Portfolio Financial Servicing Company (or such other party as
each Rating Agency deems acceptable) to perform certain duties and obligations
of the Backup Servicer hereunder.

      (i) The parties hereto agree that the Backup Servicer will be relying
solely on the information provided to it by the Master Servicer in performing
its duties and obligations set forth in the last sentence of Section 3.07(h).

      Section 3.08. Negative Covenants. Until the Termination Date, the Issuer
shall not:

            (a) except as expressly permitted by the Basic Documents, sell,
      transfer, exchange or otherwise dispose of any of the properties or assets
      of the Issuer, including those included in the Trust Estate, unless
      directed to do so by the Trustee;

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

            (c) (A) permit the validity or effectiveness of this Indenture to be
      impaired, or permit the lien created by this Indenture to be amended,
      hypothecated, subordinated, terminated or discharged, or permit any Person
      to be released from any covenants or obligations with respect to the Notes
      under this Indenture except as may be expressly permitted hereby, (B)
      permit any lien, charge, excise, claim, security interest, mortgage or
      other encumbrance 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 (1) tax liens, mechanics' liens and other
      liens that arise by operation of law, in each case

                                       31
<PAGE>

      on a Financed Vehicle and arising solely as a result of an action or
      omission of the related Obligor and (2) the lien of this Indenture), (C)
      permit the lien created by 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 or (D) amend, modify or fail
      to comply with the provisions of the Basic Documents without the prior
      written consent of the Holders of not less than a majority of the
      Outstanding Amount of the Notes, except where the Basic Documents allow
      for amendment or modification without the consent the Holders of the
      Notes, or such greater percentage as may be specified in the particular
      provision; or

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

      Section 3.09. Annual Statement as to Compliance. The Issuer will deliver
to the Trustee, on or before 120 days after the end of each fiscal year of the
Issuer (commencing with the fiscal year ended December 31, 2005) an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

            (a) a review of the activities of the Issuer during such year (or
      such shorter period, with respect to the first such Officer's Certificate)
      and of performance under this Indenture has been made under such
      Authorized Officer's supervision; and

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

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

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

            (i) the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger shall be a Person organized and existing
      under the laws of the United States or any State and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Trustee, in form and substance satisfactory to the 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 and each other Basic Document on the part of the Issuer to be
      performed or observed, all as provided herein;

            (ii) immediately after giving effect to such consolidation or
      merger, 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 consolidation or merger;

                                       32
<PAGE>

            (iv) the Issuer shall have received an Opinion of Counsel which
      shall be delivered to and shall be satisfactory to the Trustee shall have
      occurred and be continuing) to the effect that such consolidation or
      merger will not have any material adverse tax consequence to the Issuer,
      any Noteholder or any Certificateholder;

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

            (vi) the Issuer shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel (which shall describe the actions
      taken as required by clause (v) above or that no such actions will be
      taken) each stating that such consolidation or merger and such
      supplemental indenture comply with this Article Three and that all
      conditions precedent herein provided for relating to such transaction have
      been compiled with (including any filings required by the Exchange Act).

      (b) The Issuer shall not convey or transfer all or substantially all of
its properties or assets, including those included in the Trust Estate, to any
Person (except as expressly permitted by the Basic Documents), unless:

            (i) the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer shall (A) be a United States citizen
      or a Person organized and existing under the laws of the United States or
      any State, (B) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form and substance satisfactory
      to the 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 and each other Basic Document on the part
      of the Issuer to be performed or observed, all as provided herein, (C)
      expressly agree by means of such supplemental indenture that all right,
      title and interest so conveyed or transferred shall be subject and
      subordinate to the rights of Holders of the Notes, (D) unless otherwise
      provided in such supplemental indenture, expressly agree to indemnify,
      defend and hold harmless the Issuer against and from any loss, liability
      or expense arising under or related to this Indenture and the Notes and
      (E) expressly agree by means of such supplemental indenture that such
      Person (or if a group of Persons, then one specified Person) shall 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 conveyance or
      transference, 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 conveyance or transference;

            (iv) the Issuer shall have received an Opinion of Counsel which
      shall be delivered to and shall be satisfactory to the Trustee to the
      effect that such conveyance or transference will not have any material
      adverse tax consequence to the Issuer, any Noteholder or any
      Certificateholder;

                                       33
<PAGE>

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

            (vi) the Issuer shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel (which shall describe the actions
      taken as required by clause (v) above or that no such actions will be
      taken) each stating that such conveyance or transference and such
      supplemental indenture comply with this Article Three and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with (including any filings required by the Exchange Act).

      Section 3.11. Successor or Transferee.

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

      (b) Upon a conveyance or transfer of all or substantially all the assets
or properties of the Issuer pursuant to Section 3.10(b), the Issuer will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Trustee stating that the Issuer 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
Contracts in the manner contemplated by this Indenture and the other Basic
Documents and activities incidental thereto.

      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, amounts payable under the Interest Rate Swap
Agreement and any other Indebtedness permitted by or arising under the other
Basic Documents. The proceeds of the Notes shall be used exclusively to fund the
Issuer's purchase of the Contracts and the other assets specified in the Sale
and Servicing Agreement, to fund the Spread Account and to pay the transactional
expenses of the Issuer.

      Section 3.14. Master Servicer's Obligations. The Issuer shall cause the
Master Servicer to comply with the Sale and Servicing Agreement, including
Section 5.07 and Articles Four and Seven thereof.

      Section 3.15. Guarantees, Loans, Advances and Other Liabilities. Except as
otherwise contemplated by the Basic Documents, the Issuer shall not make any
loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuming 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, any
other interest in, or make any capital contribution to, any other Person.

                                       34
<PAGE>

      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. Restricted Payments. Except as expressly permitted by the
Basic Documents, 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 Master 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, (A) distributions to the Master
Servicer, the Owner Trustee and the Certificateholders as contemplated by, and
to the extent funds are available for such purpose under, the Sale and Servicing
Agreement or the Trust Agreement and (B) payments to the Trustee and the Owner
Trustee pursuant to Section 1(a)(ii) of the Administration Agreement. The Issuer
will not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the other Basic
Documents.

      Section 3.18. Notice of Events of Default. The Issuer agrees to give the
Trustee and each Rating Agency prompt written notice of each Event of Default
hereunder and each default on the part of the Master Servicer or the Seller of
their respective obligations under the Sale and Servicing Agreement.

      Section 3.19. Further Instruments and Acts. Upon request of the 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 3.20. Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Basic Document.

      Section 3.21. Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 10.01 of the
Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to
eliminate the requirements thereunder that the Trustee or the Holders of the
Notes consent to amendments thereto as provided therein.

      Section 3.22. Removal of Administrator. For so long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such
removal.

      Section 3.23. Representations and Warranties of Issuer. The Issuer hereby
makes the following representations and warranties on which the Trustee is
deemed to have relied. Such representations and warranties speak as of the
execution and delivery of this Indenture and as of (i) the Closing Date (with
respect to each Initial Contract and the Net Swap Receipts) and (ii) each
Subsequent Transfer Date (with respect to each Subsequent Contract and the Net
Swap

                                       35
<PAGE>

Receipts), but shall survive the pledge of the Issuer to the Indenture Trustee
pursuant to this Indenture. The representations and warranties below may not be
waived.

      (a) Security Interest. This Indenture creates a valid and continuing
security interest (as defined in the applicable UCC) in the Contracts and the
Net Swap Receipts in favor of the Trustee, which security interest is prior to
all other Liens and is enforceable as such as against creditors of and
purchasers from the Issuer.

      (b) Chattel Paper; General Intangibles. Each Contract constitutes
"tangible chattel paper" and any Net Swap Receipts constitute "general
intangibles," each as defined in the applicable UCC; provided, however, that
upon satisfaction of the Rating Agency Condition, a Contract may constitute
"electronic chattel paper" as defined in the applicable UCC.

      (c) Perfection. The Issuer has caused or will have caused, within ten
days, 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 in the Contracts granted to the Trustee hereunder.

      (d) Priority. Other than the security interest granted to the Trustee
pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the Contracts or the Net
Swap Receipts. The Issuer has not authorized the filing of and is not aware of
any financing statements against Issuer that include a description of collateral
covering the Contracts or the Net Swap Receipts other than any financing
statement relating to the security interest granted to the Trustee hereunder or
that has been terminated.

      (e) Tax Lien. The Issuer is not aware of any judgment or tax lien filings
against it.

                                       36
<PAGE>

                                  ARTICLE FOUR

                           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, 3.07,
3.08, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the rights, obligations and
immunities of the Trustee hereunder (including the rights of the Trustee under
Section 6.07 and the obligations of the Trustee under Section 4.02) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them, which shall survive
the Class D Final Scheduled Distribution Date and extend through any preference
period applicable with respect to the Notes or any payments made in respect of
the Notes, and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when

            (a) either

                  (i) 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 2.05 and (ii)
            Notes for whose payment money has theretofore been deposited in
            trust or segregated and held in trust by the Issuer and thereafter
            repaid to the Issuer or discharged from such trust, as provided in
            Section 3.03) have been delivered to the Trustee for cancellation;
            or

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

                        (A) have become due and payable,

                        (B) will become due and payable at the Class D Final
                  Scheduled Distribution Date within one year or

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

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

                                       37
<PAGE>

            (b) the Issuer has paid or performed or caused to be paid or
      performed all amounts and obligations which the Issuer may owe to or on
      behalf of the Trustee for the benefit of the Noteholders under this
      Indenture or the Notes; and

            (c) the Issuer has delivered to the Trustee an Officer's
      Certificate, an Opinion of Counsel and (if required by the TIA, the
      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 (and, in the case of the foregoing
      Officer's Certificate, stating that the Rating Agency Condition has been
      satisfied).

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

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

                                       38
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

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

            (a) default by the Issuer 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 or more;

            (b) default by the Issuer in the payment of the principal of or any
      installment of the principal of any Note when the same becomes due and
      payable, including with respect to each Class of Notes, the Final
      Scheduled Distribution Date for such Class;

            (c) default in the observance or performance of any material
      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, any other
      Basic Document or in any certificate or other writing delivered pursuant
      hereto or in connection herewith proves to have been incorrect in any
      material respect as of the time when the same shall have been made, and
      such default shall continue or not be cured, or the circumstance or
      condition in respect of which such misrepresentation or warranty was
      incorrect shall not have been eliminated or otherwise cured, for a period
      of 30 days after there shall have been given, by registered or certified
      mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the
      Holders of at least 25% of the Outstanding Amount of the Notes 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;

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

            (e) the commencement by the Issuer of a voluntary case under any
      applicable federal or State bankruptcy, insolvency or other similar law
      now or hereafter in effect, or the consent by the Issuer to the entry of
      an order for relief in an involuntary case under any such law, or the
      consent by the Issuer to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the

                                       39
<PAGE>

      Issuer or for any substantial part of the Trust Estate, or the making by
      the Issuer of any general assignment for the benefit of creditors, or the
      failure by the Issuer generally to pay its debts as such debts become due,
      or the taking of action by the Issuer in furtherance of any of the
      foregoing.

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

      Section 5.02. Rights upon Event of Default.

      (a) If an Event of Default shall have occurred and be continuing, the
Trustee may, or if so requested in writing by Holders of Notes representing at
least a majority of the Outstanding Amount of the Notes of the Controlling
Class, upon prior written notice to each Rating Agency, shall declare by written
notice to the Issuer that the Notes become, whereupon they shall become,
immediately due and payable at par, together with accrued interest thereon and
all other amounts due hereunder. Notwithstanding anything to the contrary in
this paragraph, if an Event of Default specified in Section 5.01(iv) or (v)
shall occur and be continuing the Notes shall become immediately due and payable
at par, together with accrued interest thereon and all other amounts payable
hereunder, without any declaration or other act on the part of the Trustee or
any Holder of the Notes. Payments on the Notes upon a declaration of
acceleration of maturity pursuant to this Section shall be made in accordance
with Section 2.07(c).

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

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

                  (1) 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

                  (2) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee and its agents and counsel and other amounts due and owing
            to the Trustee pursuant to Section 6.07; 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 5.13.

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

                                       40
<PAGE>

      Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      (a) The Issuer covenants that if the Notes are accelerated following the
occurrence of an Event of Default, the Issuer will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of the Notes, the whole amount then
due and payable on such Notes for principal and interest, with interest upon the
overdue principal, at the related Interest Rate and, to the extent payment at
such rate of interest shall be legally enforceable, upon overdue installments of
interest, at the applicable Interest Rate and in addition thereto such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee and its agents and counsel.

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

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

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

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

                                       41
<PAGE>

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

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

            (iv) to file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Trustee
      or the Holders of Notes allowed in any Proceedings relative to the Issuer,
      its creditors and its property; and any trustee, receiver, liquidator,
      custodian or other similar official in any such Proceeding is hereby
      authorized by each of such Noteholders to make payments to the Trustee,
      and, in the event that the Trustee shall consent to the making of payments
      directly to such Noteholders, to pay to the Trustee such amounts as shall
      be sufficient to cover reasonable compensation to the Trustee, each
      predecessor Trustee and their respective agents, attorneys and counsel,
      and all other expenses and liabilities incurred, and all advances made, by
      the Trustee and each predecessor Trustee except as a result of negligence
      or bad faith.

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

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

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

      Section 5.04. Remedies. If an Event of Default shall have occurred and be
continuing the Trustee may (subject to Sections 5.02 and 5.05):

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

                                       42
<PAGE>

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

            (c) exercise any remedies of a secured party under the UCC and any
      other remedy available to the Trustee and take any other appropriate
      action to protect and enforce the rights and remedies of the Trustee on
      behalf of the Noteholders under this Indenture or the Notes; and

            (d) sell or otherwise liquidate, or direct the Master Servicer to
      sell or otherwise liquidate, the Trust Estate or any portion thereof or
      rights or interests therein, at one or more public or private sales called
      and conducted in any manner permitted by law and deliver the proceeds of
      such sale or liquidation to the Trustee for distribution in accordance
      with the terms of this Indenture; provided, however, that, except as
      otherwise provided in the immediately succeeding sentence, no such sale or
      liquidation can be made if the proceeds of such sale or liquidation
      distributable to the Noteholders are not sufficient to pay all outstanding
      principal of and accrued interest on the Notes.

      Notwithstanding the foregoing, the Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default described in Section
5.01(iii) unless (A) the Holders of 100% of the Outstanding Amount of the Notes
of the Controlling Class consent thereto, (B) the proceeds of such sale or
liquidation are sufficient to pay in full all amounts then due and unpaid on
such Notes in respect of principal and interest or (C) the Trustee determines
that the Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due
if the Notes had not been declared due and payable, the Trustee provides prior
written notice of such sale or liquidation to each Rating Agency and Holders of
at least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class
consent to such sale or liquidation. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C) of this paragraph, the Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

      Section 5.05. Optional Preservation of the Contracts. If 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 rescinded and
annulled, the 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 Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

      Section 5.06. Priorities.

      (a) If the Trustee collects any money or property pursuant to this
Article, it shall deposit all amounts payable to Holders of the Notes or to the
Swap Counterparty into the Note

                                       43
<PAGE>

Distribution Account and distribute such amounts to the such Holders or to the
Swap Counterparty in the order and priority set forth in Section 2.07(c).

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

      Section 5.07. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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

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

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

      Section 5.08. Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on such Note on or after the respective
due dates thereof expressed in such Note or in this Indenture (or, in the case
of redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

                                       44
<PAGE>

      Section 5.09. Restoration of Rights and Remedies. If the 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 Trustee or to such Noteholder,
then and in every such case the Issuer, the Trustee and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.

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

      Section 5.12. Control by Noteholders of Controlling Class. The Holders of
a majority of the Outstanding Amount of the Notes 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 Trustee with respect to the Notes or exercising
any trust or power conferred on the Trustee; provided that:

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

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

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

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

      Notwithstanding the rights of Noteholders set forth in this Section,
subject to Section 6.01, the Trustee need not take any action that it
determines, in its sole discretion, might

                                       45
<PAGE>

involve it in incurring liability or might materially adversely affect the
rights of any Noteholders not consenting to such action.

      Section 5.13. 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
Notes of the Controlling Class may waive any past Default or Event of Default
and its consequences except a Default or Event of Default (i) in payment of
principal of or interest on any of the Notes or (ii) in respect of a covenant or
provision hereof which cannot be supplemented, modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto. The Issuer shall notify each Rating Agency of any waiver of
a Default or Event of Default.

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

      Section 5.14. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (i)
any suit instituted by the Trustee, (ii) 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 Outstanding Amount of the Notes of the Controlling Class) or (iii) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).

      Section 5.15. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantages of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                       46
<PAGE>

      Section 5.16. Action on Notes. The Trustee's right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies of
the Trustee or the Noteholders shall be impaired by the recovery of any judgment
by the Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Trustee shall be applied in
accordance with Section 5.06.

      Section 5.17. Performance and Enforcement of Certain Obligations.

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

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

                                       47
<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

      Section 6.01. Duties of Trustee.


      (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and in 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; provided, however, that if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 3.07(e), the Trustee in performing such
duties shall use the degree of care and skill customarily exercised by a prudent
institutional servicer with respect to automobile retail installment sales
contracts that it services for itself or others.

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

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

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture;
      however, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture and the other Basic Documents to which the Trustee is a party.

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

            (i) this paragraph does not limit the effect of Section 6.01(b);

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

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

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

      (e) The Trustee shall not be liable for interest on any money received by
it.

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

                                       48
<PAGE>

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

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

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

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

      (k) In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including lost
profits, even if the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.

      (l) In no event shall the Trustee be liable for any failure or delay in
the performance of its obligations hereunder because of circumstances beyond its
control, including acts of God, flood, war (whether declared or undeclared),
terrorism, fire, riot, embargo, government action, including any laws,
ordinances, regulations, governmental action or the like which delay, restrict
or prohibit the providing of the services contemplated by this Indenture.

      Section 6.02. Rights of Trustee.

      (a) Except as otherwise provided in Section 6.02(g) and the second
succeeding sentence, the Trustee may conclusively rely and shall be protected in
acting upon or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, note,
direction, demand, election or other paper or document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document. Notwithstanding
the foregoing, the Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that shall be specifically required to be furnished pursuant to
any provision of this Indenture, shall examine them to determine whether they
comply as to form to the requirements of this Indenture.

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

                                       49
<PAGE>

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

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

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

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

      (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by the Holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes of the
Controlling Class; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture or the Sale and Servicing Agreement, the Trustee may require
reasonable indemnity against such cost, expense or liability as a condition to
so proceeding. The reasonable expense of each such investigation shall be paid
by the Person making such request, or, if paid by the Trustee, shall be
reimbursed by the Person making such request upon demand.

      Section 6.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or its Affiliates with the same rights it would have if it
were not Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying
agent may do the same with like rights. However, the Trustee is required to
comply with Sections 6.11 and 6.12.

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

                                       50
<PAGE>

connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

      Section 6.05. Notice of Defaults. If a Default occurs and is continuing
and if it is known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Noteholder notice of the Default within 90 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 redemption of Notes), the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Noteholders.

      Section 6.06. Reports by Trustee to Holders. The 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, or shall cause
the Administrator to, pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuer shall,
or shall cause the Administrator to, reimburse the Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall
cause the Administrator to, indemnify the Trustee against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Issuer and the Administrator promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Issuer and the Administrator shall not relieve the Issuer or the
Administrator of its obligations hereunder. The Issuer shall, or shall cause the
Administrator to, defend any such claim, and the 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 Trustee through the Trustee's negligence or bad faith.

      The Issuer's payment obligations to the Trustee pursuant to this Section
shall survive the discharge of this Indenture or the resignation or removal of
the Trustee; provided, however, that neither the Issuer nor the Administrator
need reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's negligence or bad faith. When the
Trustee incurs expenses after the occurrence of an Event of Default specified in
Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or similar law.

      Section 6.08. Replacement of Trustee. The Trustee may resign at any time
by so notifying the Issuer and the Master Servicer. The Issuer shall remove the
Trustee if:

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

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<PAGE>

            (b) a court having jurisdiction in the premises in respect of the
      Trustee in an involuntary case or proceeding under federal or State
      banking or bankruptcy laws, as now or hereafter constituted, or any other
      applicable federal or State bankruptcy, insolvency or other similar law,
      shall have entered a decree or order granting relief or appointing a
      receiver, liquidator, assignee, custodian, trustee, conservator,
      sequestrator (or similar official) for the Trustee or for any substantial
      part of the Trustee's property, or ordering the winding-up or liquidation
      of the Trustee's affairs, provided any such decree or order shall have
      continued unstayed and in effect for a period of 30 consecutive days;

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

            (d) the Trustee otherwise becomes incapable of acting; or

            (e) the Trustee breaches any representation, warranty or covenant
      made by it under any Basic Document (including any failure or delay in the
      performance of any of its obligations because of circumstances beyond its
      control, as contemplated by Section 6.01(l).

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

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

      If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of a majority of the Outstanding Amount of the Notes of the Controlling
Class may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

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

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

                                       52
<PAGE>

pursuant to this Section, the retiring Trustee shall be entitled to payment or
reimbursement of such amounts as such Person is entitled pursuant to
Section 6.07.

      Section 6.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee; provided, that such corporation or
banking association shall be otherwise qualified and eligible under Section
6.11. The Trustee shall provide each Rating Agency prompt notice of any such
transaction. If, at the time such merger, conversion or consolidation any of the
Notes have been authenticated but not delivered, the successor trustee may adopt
the certificate of authentication of the predecessor trustee and deliver such
Notes so authenticated; and if at that time any of the Notes have not been
authenticated, the successor to the Trustee may authenticate those Notes either
in the name of the predecessor trustee hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full
force such a certificate may have in the Notes or in this Indenture.

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

      (a) Notwithstanding any other provision 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 Trustee and the
Administrator acting jointly shall have the power and may execute and deliver
all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, jointly with the Trustee, 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 hereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Trustee and the
Administrator may consider necessary or desirable. If the Administrator shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, the Trustee alone shall have the power to make such
appointment. 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.

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

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

                                       53
<PAGE>

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

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

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

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

      Section 6.11. Eligibility; Disqualification.

      (a) The Trustee shall at all times satisfy the requirements of TIA
Section 310(a) and shall in addition have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met.

      (b) If the long term debt rating of the Trustee shall not be at least
"Baa3" from Moody's and "BBB-" from each of Standard & Poor's and Fitch, the
Rating Agencies shall be given notice of such lower long-term debt rating.

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

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

            (a) the Trustee is a corporation duly organized, validly existing
      and in good standing under the laws of its place of incorporation; and

                                       54
<PAGE>

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

      Section 6.14. Sales Finance Licenses. The Issuer shall take such action
as, in its reasonable judgment, shall be necessary to maintain the effectiveness
of all sales finance company licenses required under the Maryland Code
Annotated, Financial Institutions Section 11-401 et seq. and all licenses
required under the Pennsylvania Motor Vehicle Sales Finance Act in connection
with this Indenture and the transactions contemplated hereby until the lien and
security interest of this Indenture shall no longer be in effect in accordance
with the terms hereof.

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                                 ARTICLE SEVEN

                         NOTEHOLDERS' LISTS AND REPORTS

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

      Section 7.02. Preservation of Information; Communications to Noteholders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders of Notes received by the Trustee in its capacity
as Note Registrar. The Trustee may destroy any list furnished to it as provided
in such Section 7.01 upon receipt of a new list so furnished.

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

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

      Section 7.03. Reports by Issuer.

      (a) The Issuer shall:

            (i) file with the Trustee, within 15 days after the Issuer is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) 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 Trustee and the Commission in accordance with the
      rules and regulations prescribed from time to time by the Commission such
      additional information, documents and reports with respect to compliance
      by the Issuer with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and

            (iii) supply to the Trustee (and the Trustee shall transmit by mail
      to all Noteholders described in TIA Section 313(c)) such summaries of any
      information, documents and reports required to be filed by the Issuer
      pursuant to clauses (i) and (ii) of this

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<PAGE>

      Section 7.03(a) as may be required by rules and regulations prescribed
      from time to time by the Commission.

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

      Section 7.04. Reports by Trustee. To the extent that any of the events
described in TIA Section 313(a) shall have occurred, the Trustee shall, within
60 days after each December 15 beginning with December 15, 2005, mail to the
each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b).

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

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                                 ARTICLE EIGHT

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

      Section 8.02. Trust Accounts.

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

      (b) All Net Collections with respect to each Collection Period will be
deposited in the Collection Account as provided in Section 5.02 of the Sale and
Servicing Agreement. On the Business Day immediately preceding each Distribution
Date, all amounts required to be deposited in the Note Distribution Account with
respect to the preceding Collection Period pursuant to Section 5.05 of the Sale
and Servicing Agreement will be transferred from the Collection Account or, to
the extent required, the Spread Account to the Note Distribution Account.

      (c) Subject to Section 2.07(c), on each Distribution Date, the Trustee
shall distribute all amounts on deposit in the Note Distribution Account in
respect of such Distribution Date to Noteholders in respect of the Notes to the
extent of amounts due and unpaid on the Notes for principal and interest and to
the Swap Counterparty to the extent of amounts owed to the Swap Counterparty, in
each case in the amounts and priority set forth in Section 5.05 of the Sale and
Servicing Agreement.

      Section 8.03. General Provisions Regarding Trust Accounts.

      (a) So long as no Default or Event of Default shall have occurred and be
continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Eligible Investments and reinvested by the Trustee upon receipt of
an Issuer Order, subject to the provisions of Section 5.01(b) of the Sale and
Servicing Agreement. Except as otherwise provided in Section 5.01(b) of the Sale
and Servicing Agreement, all income or other gain from investments of monies
deposited in such Trust Accounts shall be deposited by the Trustee in the
related Trust

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<PAGE>

Account and any loss resulting from such investments shall be charged to the
related Trust Account. The Issuer will not direct the Trustee to make any
investment of any funds or to sell any investment held in any of the Trust
Accounts unless the security interest Granted and perfected in such account will
continue to be perfected in such investment or the proceeds of such sale, in
either case without any further action by any Person, and, in connection with
any direction to the Trustee to make any such investment or sale, if requested
by the Trustee, the Issuer shall deliver to the Trustee an Opinion of Counsel,
acceptable to the Trustee, to such effect.

      (b) Subject to Section 6.01(c), the Trustee shall not in any way be held
liable by reason of any insufficiency in any of the Trust Accounts resulting
from any loss on any Eligible Investment included therein except for losses
attributable to the Trustee's failure to make payments on such Eligible
Investments issued by the Trustee, in its commercial capacity as principal
obligor and not as Trustee, in accordance with their terms.

      (c) If (i) the Issuer shall have failed to give investment directions for
any funds on deposit in the Trust Accounts to the Trustee by 11:00 a.m., New
York City time (or such other time as may be agreed by the Issuer and Trustee),
on any Business Day, (ii) a Default or Event of Default shall have occurred and
be continuing with respect to the Notes but the Notes have not been declared due
and payable pursuant to Section 5.02 or (iii) if such Notes have been declared
due and payable following an Event of Default but amounts collected or
receivable from the Trust Estate are being applied in accordance with Section
5.05 as if there had not been such a declaration, then the Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Trust Accounts in
one or more Eligible Investments.

      Section 8.04. Release of Trust Estate.

      (a) Subject to the payment of its fees and expenses pursuant to Section
6.07, the 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 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 Trustee as provided in this
Article shall be bound to ascertain the Trustee's authority, inquire into the
satisfaction of any conditions precedent or the application of any monies.

      (b) The Trustee shall, at such time as there are no Notes Outstanding and
all sums due the Trustee pursuant to Section 6.07 have been paid, release any
remaining portion of the Trust Estate that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. The Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.04(b) only
upon receipt of an Issuer Request accompanied by (i) an Officer's Certificate
and an Opinion of Counsel, in each case stating that all conditions precedent
provided in this Indenture have been complied with and (ii) 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.

      Section 8.05. Opinion of Counsel. The Trustee shall receive at least seven
days' notice when requested by the Issuer to take any action pursuant to Section
8.04(a), accompanied by

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<PAGE>

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

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                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

      Section 9.01. Supplemental Indentures Without Consent of Noteholders.

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

            (i) to correct or amplify the description of any property at any
      time subject to the lien of this Indenture, or to assure, convey or
      confirm unto the Trustee any property subject or required to be subjected
      to the lien created by this Indenture, or to subject to the lien created
      by 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 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 the other Basic
      Documents or to make any other provisions with respect to matters or
      questions arising under this Indenture or in any supplemental indenture
      that shall not be inconsistent with the provisions of this Indenture;
      provided that such action shall not adversely affect the interests of the
      Holders of the Notes or result in the creation of a new security;

            (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 Six; 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 he expressly required by the TIA.

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<PAGE>

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

      (b) The Issuer and the Trustee, when authorized by an Issuer Order, may,
also without the consent of any of the Holders of the Notes, 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 must satisfy
the Rating Agency Condition and shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Noteholder or result in the creation of a new security.

      Section 9.02. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Trustee, when authorized by an Issuer Order, and with the consent
of the Holders of not less than 66 2/3% of the Outstanding Amount of the Notes
of the Controlling Class may 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 prior written
consent of the Swap Counterparty, modify or amend this Indenture in the manner
contemplated in Sections 1(h)(vii)(a) through (e) of the ISDA Schedule to the
Interest Rate Swap Agreement; provided, further, that any such action must
satisfy the Rating Agency Condition and no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby:

            (a) change the Final Scheduled Distribution Date of any Class of
      Notes or 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 Five, 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);

            (b) reduce the percentage of the Outstanding Amount of the Notes or
      the Notes 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;

            (c) modify or alter (A) the provisions of the second proviso to the
      definition of the term "Outstanding" or (B) the definition of "Controlling
      Class";

                                       62
<PAGE>

            (d) reduce the percentage of the Outstanding Amount of the Notes or
      the Notes of the Controlling Class required to direct the Trustee to sell
      or liquidate the Trust Estate pursuant to Section 5.04 or amend the
      provisions of this Article which specify the percentage of the Outstanding
      Amount of the Notes or the Notes of the Controlling Class, as applicable,
      required to amend this Indenture or the other Basic Documents;

            (e) 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;

            (f) modify any of the provisions of this Indenture in such manner as
      to affect the calculation of the amount of any payment of interest or
      principal due on any Note on any Distribution Date (including the
      calculation of any of the individual components of such calculation) or 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

            (g) permit the creation of any lien ranking prior to or on a parity
      with the lien created by this Indenture with respect to any part of the
      Trust Estate or, except as otherwise permitted or contemplated herein,
      terminate the lien created by this Indenture on any property at any time
      subject hereto or deprive the Holder of any Note of the security provided
      by the lien created by this Indenture, and provided further that any such
      action will not, as evidenced by an Opinion of Counsel satisfactory to the
      Trustee, result in the creation of a new security.

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

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

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

      Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the 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 Trustee may, but shall not be obligated to,
enter into any such

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<PAGE>

supplemental indenture that affects the Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

      Section 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
parties hereto 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. Conformity With Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

      Section 9.06. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Trustee shall, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
Notes so modified as to conform, in the opinion of the Trustee and the Issuer,
to any such supplemental indenture may be prepared and executed by the Issuer
and authenticated and delivered by the Trustee in exchange for Outstanding
Notes.

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<PAGE>

                                  ARTICLE TEN

                               REDEMPTION OF NOTES

      Section 10.01. Redemption.

      (a) In the event that the Seller, pursuant to Section 9.01(a) of the Sale
and Servicing Agreement, purchases all the remaining Contracts of the Trust, the
Notes are subject to redemption on the Distribution Date on which such
repurchase occurs, for a purchase price equal to the Redemption Price; provided,
however, that the Issuer has available funds sufficient to pay the Redemption
Price and all Swap Termination Payments. The Seller, the Master Servicer or the
Issuer shall furnish each Rating Agency notice of such redemption. If the Notes
are to be redeemed pursuant to this Section 10.01 (a), the Master Servicer or
the Issuer shall furnish notice of such election to the Trustee not later than
20 days prior to the Redemption Date and the Master Servicer shall deposit the
proceeds from the purchase of the Contracts of the Trust received from the
Seller or the Certificateholders, as the case may be, into the Collection
Account, whereupon the Trustee, at the direction of the Master Servicer, shall
deposit the Redemption Price of the Notes to be redeemed, whereupon all such
Notes shall be due and payable in accordance with Section 9.01(e) of the Sale
and Servicing Agreement on the Redemption Date upon the furnishing of a notice
complying with Section 10.02 to each Holder of the Notes.

      (b) In the event that the assets of the Issuer are sold pursuant to
Section 5.04 of this Indenture, the proceeds of such sale shall be distributed
as provided in Section 5.06(a). If amounts are to be paid to Noteholders
pursuant to this Section 10.01(b), the Master Servicer or the Issuer shall, to
the extent practicable, furnish notice of such event to the Trustee not later
than 20 days prior to the Redemption Date whereupon all such amounts shall be
payable on the Redemption Date.

      Section 10.02. Form of Redemption Notice.

      (a) Notice of redemption under Section 10.01(a) shall be given by the
Trustee by first-class mail, postage prepaid, mailed not less than 20 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 appearing in the Note Register. In addition, the Administrator
shall notify the Rating Agencies upon the redemption of any Class of Notes,
pursuant to Section 1(a)(i) of the Administration Agreement. 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

                                       65
<PAGE>

            (iv) that on the Redemption Date, the Redemption Price will become
      due and payable upon each Note and that interest thereon shall cease to
      accrue from and after the Redemption Date.

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

      (b) Notwithstanding the foregoing, prior notice of redemption under
Section 10.01(b) is not required to be given to Noteholders.

      Section 10.03. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption (if any) as
required by Section 10.02, on the Redemption Date become due and payable at the
Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any
period after the date to which accrued interest is calculated for purposes of
calculating the Redemption Price.

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<PAGE>

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

      Section 11.01. Compliance Certificates and Opinions, etc.

      (a) Upon any application or request by the Issuer to the Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Trustee (i) an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section.
Notwithstanding the foregoing, 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 Trustee that is to be made the basis for the release of any
property subject to the lien created by this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, furnish to the Trustee an Officer's Certificate certifying or stating
the opinion of the signer thereof 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 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 Trustee an Independent Certificate as to the same
      matters, if the fair value to the Issuer of the property to be so
      deposited and of all other such property made the basis of any such
      withdrawal or release

                                       67
<PAGE>
      since the commencement of the then-current fiscal year of the Issuer, as
      set forth in the Officer's Certificates delivered pursuant to clause (i)
      above and this clause (ii), is 10% or more of the Outstanding Amount of
      the Notes, but such Officer's Certificate need not be furnished with
      respect to any property so deposited, if the fair value thereof to the
      Issuer as set forth in the related Officer's Certificate is less than
      $25,000 or less than one percent of the Outstanding Amount of the Notes.

            (iii) Other than with respect to any release described in clause (A)
      or (B) of Section 11.01(b)(v), whenever any property or securities are to
      be released from the lien created by this Indenture, the Issuer shall also
      furnish to the 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 created by this Indenture in
      contravention of the provisions hereof.

            (iv) Whenever the Issuer is required to furnish to the 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 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 described in clauses (A) or (B) of
      Section 11.01(b)(v)) or securities released from the lien created by this
      Indenture since the commencement of the then current fiscal year, as set
      forth in the Officer's Certificates required by clause (iii) above and
      this clause (iv), equals 10% or more of the Outstanding Amount of the
      Notes, but such Officer's Certificate need not be furnished in the case of
      any release of property or securities if the fair value thereof as set
      forth in the related Officer's Certificate is less than $25,000 or less
      than one percent of the then Outstanding Amount of the Notes.

            (v) Notwithstanding Section 2.12 or any other provision of this
      Section, the Issuer may, without compliance with the other provisions of
      this Section, (A) collect, liquidate, sell or otherwise dispose of the
      Contracts 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, so long as the
      Issuer shall deliver to the Trustee every six months, commencing December
      15, 2005, an Officer's Certificate stating that all the dispositions of
      Collateral described in clauses (A) or (B) that occurred during the
      preceding six calendar months were in the ordinary course of the Issuer's
      business and that the proceeds thereof were applied in accordance with the
      Basic Documents.

      Section 11.02. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, 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.

                                       68
<PAGE>

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

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

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

      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
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 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 Trustee deems
sufficient.

      (c) The ownership of Notes shall be provided 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

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<PAGE>

registration thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.

      Section 11.04. Notices, etc., to Trustee, Issuer and Rating Agencies.

      (a) Any request, demand, authorization, direction, notice, consent,
waiver, communication or Act of Noteholders or other documents provided or
permitted by this Indenture shall be in writing and addressed (and where
electronic delivery is applicable and requested, shall be electronically
delivered) as follows:

          (i)   if to the Trustee, by any Noteholder or by the Issuer, to:

                Deutsche Bank Trust Company Americas
                60 Wall Street - 26th Floor
                MS NYC60-2606
                New York, New York 10005
                Attention: Corporate Trust & Agency Services-Structured
                           Finance Services

          (ii)  if to the Issuer, by the Trustee or by any Noteholder, to:

                WFS Financial 2005-3 Owner Trust
                Chase Bank USA, National Association
                c/o JPMorgan Chase
                500 Stanton Christiana Rd., OPS4 /3rd Floor
                Newark, Delaware 19713
                Attention: Worldwide Securities Services

      (b) Any notice required to be given to the Rating Agencies hereunder shall
be in writing and addressed (and where electronic delivery is applicable and
requested, shall be electronically delivered) as follows:

          (i)   if to Moody's, to:

                Moody's Investors Service, Inc.
                ABS Monitoring Department
                99 Church Street
                New York, New York 10007
                E-mail: ServicerReports@Moody's.com

          (ii)  if to Standard & Poor's, to:

                Standard & Poor's Ratings Services
                55 Water Street, 41st Floor
                New York, New York 10041-0003
                Attention:  ABS Surveillance Group
                Email: Servicer_@reports@sandp.com

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<PAGE>

          (iii) if to Fitch, to:

                Fitch Ratings
                One State Street Plaza
                New York, New York 10004
                Attention: Asset Backed Securities - Auto Group, 32nd Floor

      (c) Any notice required to the Swap Counterparty hereunder shall be in
writing and addressed as follows:

                Merrill Lynch Capital Services, Inc.
                Merrill Lynch World Headquarters
                4 World Financial Center
                18th Floor
                New York, New York 10080
                Attention: Swap Group

      (d) Any of the foregoing addresses may be changed to such other address as
shall be designated by written notice by the related Person to the other
entities whose addresses are listed in this Section.

      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 his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

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<PAGE>

      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 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 Trustee a copy of each such agreement
and the Trustee will cause payments to be made and notices to be given in
accordance with such agreements.

      Section 11.07. 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 11.08. 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 11.09. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Trustee in this
Indenture shall bind its successors, co-trustees and agents.

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

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

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

      Section 11.13. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS INDENTURE SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE DUTIES OF THE TRUSTEE SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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<PAGE>

      Section 11.14. Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

      Section 11.15. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Trustee or any other counsel reasonably acceptable
to the 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 Trustee under this Indenture.

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

      Section 11.17. No Petition. The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against either Seller or the Issuer, or join in any institution against either
Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States federal
or State bankruptcy or similar law in connection with any obligations relating
to the Notes, this Indenture or any of the other Basic Documents.

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

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<PAGE>

      Section 11.19. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by Chase Bank USA, National Association not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event shall Chase Bank USA, National Association in its individual capacity or
any beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles Six, Seven and Eight of
the Trust Agreement.

      Section 11.20. Limitation on Recourse Against WFSRC3. Notwithstanding
anything to the contrary contained in this Indenture, the obligations of WFSRC3
under the Basic Documents are solely the corporate obligations of WFSRC3, and
shall be payable by WFSRC3, solely as provided the Basic Documents. WFSRC3 shall
only be required to pay (i) any fees, expenses, indemnities or other liabilities
that it may incur under the Basic Documents from funds available pursuant to,
and in accordance with, the payment priorities set forth in this Indenture and
(ii) to the extent WFSRC3 has additional funds available (other than funds
described in the preceding clause (i)) that would be in excess of amounts that
would be necessary to pay the debt and other obligations of WFSRC3 incurred in
accordance with WFSRC3's certificate of incorporation and all financing
documents to which WFSRC3 is a party. The agreement set forth in the preceding
sentence shall constitute a subordination agreement for purposes of Section
510(a) of the Bankruptcy Code. In addition, no amount owing by WFSRC3 hereunder
in excess of the liabilities that it is required to pay in accordance with the
preceding sentence shall constitute a "claim" (as defined in Section 101(5) of
the Bankruptcy Code) against it.

                                       74
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and delivered as of the day and year first above written.

                              WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee

                              By: ______________________________________________
                                  Name:
                                  Title:

                                                                       Indenture

<PAGE>

                                                                      SCHEDULE A

                              SCHEDULE OF CONTRACTS

Omitted - Schedules of Contracts on file at the offices of the Seller, the
Master Servicer and the Owner Trustee.

                                      SA-1

<PAGE>

                                                                       EXHIBIT A

                      FORM OF SALE AND SERVICING AGREEMENT

                                       A-1

<PAGE>

                                                                       EXHIBIT B

                        FORM OF NOTE DEPOSITORY AGREEMENT

                                      B-1

<PAGE>

                                                                       EXHIBIT C

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                             3.66838% CLASS A-1 NOTE

REGISTERED                                                          $389,000,000
No. R-A1                                                     CUSIP NO. 962215AA7

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Three Hundred Eighty-Nine Million Dollars ($389,000,000), payable to the
extent described in the Indenture referred to on the reverse hereof on each
Distribution Date; provided, however, that the entire unpaid principal amount of
this Note shall be payable on the earlier of August 17, 2006 (the "Class A-1
Final Scheduled Distribution Date") and the Redemption Date, if any, selected
pursuant to the Indenture.

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), or on the Closing Date in the case of
the first Distribution Date or if no interest has yet been paid, subject to
certain limitations contained in the Indenture. Interest on this Note will
accrue for each Distribution

                                       C-1
<PAGE>

Date from, and including, the prior Distribution Date on which interest has been
paid to but excluding the current Distribution Date or, in the case of the first
Distribution Date or if no interest has yet been paid, from, and including, the
Closing Date. The Issuer shall pay interest on overdue installments of interest
at the Class A-1 Rate to the extent lawful. Interest will be computed on the
basis of a 360-day year and the actual number of days elapsed during the related
Interest Period. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

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

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

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

                                       C-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee

                              By: ______________________________________________
                                               Authorized Signatory

                                      C-3
<PAGE>

                           [REVERSE OF CLASS A-1 NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 3.66838% Class A-1 Notes (the "Class A-1
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class A-1 Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class A-1 Final Scheduled Distribution
Date and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class A-1 Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in 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 principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      C-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer and the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      C-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of Controlling Class. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes or the Notes of the
Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note (or any one of more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      C-6
<PAGE>

                                                                       EXHIBIT D

                             FORM OF CLASS A-2 NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES TO
THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                              4.11% CLASS A-2 NOTE

REGISTERED                                            $500,000,000 [213,000,000]
No. R-A2-1                                                   CUSIP NO. 962215AB5

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Five Hundred [Two Hundred Thirteen] Million Dollars ($500,000,000
[213,000,000]), payable to the extent described in the Indenture referred to on
the reverse hereof on each Distribution Date; provided, however, that the entire
unpaid principal amount of this Note shall be payable on the earlier of June 17,
2008 (the "Class A-2 Final Scheduled Distribution Date") and the Redemption
Date, if any, selected pursuant to the Indenture. No payments of principal of
the Class A-2 Notes shall be made until the principal amount of the Class A-1
Notes has been reduced to zero.

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made

                                      D-1
<PAGE>

available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), or on the Closing Date in the case of
the first Distribution Date or if no interest has yet been paid, subject to
certain limitations contained in the Indenture. Interest on this Note will
accrue for each Distribution Date from, and including, the 17th day of the
preceding month to, but excluding, the 17th day of the month of the current
Distribution Date or, in the case of the first Distribution Date or if no
interest has yet been paid, from, and including, the Closing Date. The Issuer
shall pay interest on overdue installments of interest at the Class A-2 Rate to
the extent lawful. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      D-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee,

                              By: ______________________________________________
                                             Authorized Signatory

                                      D-3
<PAGE>

                           [REVERSE OF CLASS A-2 NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 4.11% Class A-2 Notes (the "Class A-2
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class A-2 Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class A-2 Final Scheduled Distribution
Date and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class A-2 Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in 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 principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      D-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer and the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      D-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or the
Notes of the Controlling Class, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

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

                                      D-6
<PAGE>

                                                                       EXHIBIT E

                             FORM OF CLASS A-3A NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES AND
THE CLASS A-2 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                             4.25% CLASS A-3A NOTES

REGISTERED                                                          $325,000,000
No. R-A3A                                                    CUSIP NO. 962215AC3

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Three Hundred Twenty Five Million Dollars ($325,000,000), payable to the
extent described in the Indenture referred to on the reverse hereof on each
Distribution Date; provided, however, that the entire unpaid principal amount of
this Note shall be payable on the earlier of June 17, 2010 (the "Class A-3 Final
Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant
to the Indenture. Except as otherwise provided in the Indenture, no payments of
principal of the Class A-3 Notes shall be made until the principal amount of the
Class A-1 Notes and the Class A-2 Notes has been reduced to zero.

                                      E-1
<PAGE>

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), or on the Closing Date in the case of
the first Distribution Date or if no interest has yet been paid, subject to
certain limitations contained in the Indenture. Interest on this Note will
accrue for each Distribution Date from, and including, the 17th day of the
preceding month to, but excluding, the 17th day of the month of the current
Distribution Date or, in the case of the first Distribution Date or if no
interest has yet been paid, from, and including, the Closing Date. The Issuer
shall pay interest on overdue installments of interest at the Class A-3A Rate to
the extent lawful. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      E-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee,

                              By: ______________________________________________
                                              Authorized Signatory

                                      E-3
<PAGE>

                          [REVERSE OF CLASS A-3A NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 4.25% Class A-3A Notes (the "Class A-3A
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class A-3 Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class A-3 Final Scheduled Distribution
Date and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class A-3 Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in 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 principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      E-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer or the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                       E-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or of
the Notes of the Controlling Class, on behalf of the Holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      E-6
<PAGE>

                                                                       EXHIBIT F

                             FORM OF CLASS A-3B NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES AND
THE CLASS A-2 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                         FLOATING RATE CLASS A-3B NOTES

REGISTERED                                            $500,000,000 [182,000,000]
No. R-A3B                                                    CUSIP NO. 962215AD1

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Five Hundred [One Hundred Eighty Two] Million Dollars ($500,000,000
[182,000,000]), payable to the extent described in the Indenture referred to on
the reverse hereof on each Distribution Date; provided, however, that the entire
unpaid principal amount of this Note shall be payable on the earlier of June 17,
2010 (the "Class A-3 Final Scheduled Distribution Date") and the Redemption
Date, if any, selected pursuant to the Indenture. Except as otherwise provided
in the Indenture, no payments of principal of the Class A-3 Notes shall be made
until the principal amount of the Class A-1 Notes and the Class A-2 Notes has
been reduced to zero.

                                      F-1
<PAGE>

      The Issuer will pay interest on this Note at the rate per annum equal to
the LIBOR Rate plus 0.01% (to the extent that such rate does not exceed the
maximum rate permitted by applicable law) on each Distribution Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on the preceding Distribution Date), or
on the Closing Date in the case of the first Distribution Date or if no interest
has yet been paid, subject to certain limitations contained in the Indenture.
Interest on this Note will accrue for each Distribution Date from, and
including, the previous Distribution Date (or from, and including, the Closing
Date in the case of the first Distribution Date) to, but excluding, the current
Distribution Date. The Issuer shall pay interest on overdue installments of
interest at the Class A-3B Rate to the extent lawful. Interest will be computed
on the basis of the actual number of days elapsed and a 360-day year. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      F-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee,

                              By: ______________________________________________
                                              Authorized Signatory

                                      F-3
<PAGE>

                          [REVERSE OF CLASS A-3B NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its Floating Rate Class A-3B Notes (the
"Class A-3B Notes"), all issued under an Indenture, dated as of July 1, 2005
(the "Indenture"), between the Issuer and Deutsche Bank Trust Company Americas,
as trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class A-3 Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class A-3 Final Scheduled Distribution
Date and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class A-3 Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in 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 principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      F-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer or the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      F-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or of
the Notes of the Controlling Class, on behalf of the Holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      F-6
<PAGE>

                                                                       EXHIBIT G

                             FORM OF CLASS A-4 NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES, THE
CLASS A-2 NOTES AND THE CLASS A-3 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                              4.39% CLASS A-4 NOTE

REGISTERED                                                          $306,000,000
No. R-A4A                                                    CUSIP NO. 962215AE9

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Three Hundred Six Million Dollars ($306,000,000), payable to the extent
described in the Indenture referred to on the reverse hereof on each
Distribution Date; provided, however, that the entire unpaid principal amount of
this Note shall be payable on the earlier of May 17, 2013 (the "Class A-4 Final
Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant
to the Indenture. Except as otherwise provided in the Indenture, no payments of
principal of the Class A-4 Notes shall be made until the principal amount of the
Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes has been reduced to
zero.

                                      G-1
<PAGE>

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), or on the Closing Date in the case of
the first Distribution Date or if no interest has yet been paid, subject to
certain limitations contained in the Indenture. Interest on this Note will
accrue for each Distribution Date from, and including, the 17th day of the
preceding month to, but excluding, the 17th day of the month of the current
Distribution Date or, in the case of the first Distribution Date or if no
interest has yet been paid, from, and including, the Closing Date. The Issuer
shall pay interest on overdue installments of interest at the Class A-4 Rate to
the extent lawful. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      G-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee

                              By: ______________________________________________
                                              Authorized Signatory

                                      G-3
<PAGE>

                           [REVERSE OF CLASS A-4 NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 4.39% Class A-4 Notes (the "Class A-4
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class A-4 Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class A-4 Final Scheduled Distribution
Date and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class A-4 Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in 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 principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      G-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer or the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      G-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or of
the Notes of the Controlling Class, on behalf of the Holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      G-6
<PAGE>

                                                                       EXHIBIT H

                              FORM OF CLASS B NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT 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
DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                               4.50% CLASS B NOTE

REGISTERED                                                          $105,000,000
No. R-B-1                                                    CUSIP NO. 962215AG4

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of One Hundred Five Million Dollars ($105,000,000), payable to the extent
described in the Indenture referred to on the reverse hereof on each
Distribution Date; provided, however, that the entire unpaid principal amount of
this Note shall be payable on the earlier of May 17, 2013 (the "Class B Final
Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant
to the Indenture.

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), or on the Closing Date in

                                      H-1
<PAGE>

the case of the first Distribution Date or if no interest has yet been paid,
subject to certain limitations contained in the Indenture. Interest on this Note
will accrue for each Distribution Date from, and including, the 17th day of the
preceding month to, but excluding, the 17th day of the month of the current
Distribution Date or, in the case of the first Distribution Date or if no
interest has yet been paid, from, and including, the Closing Date. The Issuer
shall pay interest on overdue installments of interest at the Class B Rate to
the extent lawful. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      H-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee

                              By: ______________________________________________
                                             Authorized Signatory

                                      H-3
<PAGE>

                            [REVERSE OF CLASS B NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 4.50% Class B Notes (the "Class B
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class B Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class B Final Scheduled Distribution Date
and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class B Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in the
Indenture. All principal payments on the Class B Notes shall be made pro rata to
the Class B Noteholders entitled thereto.

      Payments of principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      H-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer or the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      H-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or of
the Notes of the Controlling Class, on behalf of the Holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      H-6
<PAGE>

                                                                       EXHIBIT I

                              FORM OF CLASS C NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT 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 DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                               4.54% CLASS C NOTE

REGISTERED                                                          $112,000,000
No. R-C-1                                                    CUSIP NO. 962215AH2

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of One Hundred Twelve Million Dollars ($112,000,000), payable to the extent
described in the Indenture referred to on the reverse hereof on each
Distribution Date; provided, however, that the entire unpaid principal amount of
this Note shall be payable on the earlier of May 17, 2013 (the "Class C Final
Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant
to the Indenture.

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect

                                      I-1
<PAGE>

to all payments of principal made on the preceding Distribution Date), or on the
Closing Date in the case of the first Distribution Date or if no interest has
yet been paid, subject to certain limitations contained in the Indenture.
Interest on this Note will accrue for each Distribution Date from, and
including, the 17th day of the preceding month to, but excluding, the 17th day
of the month of the current Distribution Date or, in the case of the first
Distribution Date or if no interest has yet been paid, from, and including, the
Closing Date. The Issuer shall pay interest on overdue installments of interest
at the Class C Rate to the extent lawful. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      I-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee

                              By: ______________________________________________
                                               Authorized Signatory

                                      I-3
<PAGE>

                            [REVERSE OF CLASS C NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 4.54% Class C Notes (the "Class C
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class C Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class C Final Scheduled Distribution Date
and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class C Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in the
Indenture. All principal payments on the Class C Notes shall be made pro rata to
the Class C Noteholders entitled thereto.

      Payments of principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      I-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer or the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      I-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or of
the Notes of the Controlling Class, on behalf of the Holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      I-6
<PAGE>

                                                                       EXHIBIT J

                              FORM OF CLASS D NOTE

      THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT 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 TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.

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

      THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

                        WFS FINANCIAL 2005-3 OWNER TRUST

                               4.76% CLASS D NOTE

REGISTERED                                                           $91,000,000
No. R-D-1                                                    CUSIP NO. 962215AJ8

      WFS Financial 2005-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Ninety One Million Dollars ($91,000,000), payable to the extent described in
the Indenture referred to on the reverse hereof on each Distribution Date;
provided, however, that the entire unpaid principal amount of this Note shall be
payable on the earlier of May 17, 2013 (the "Class D Final Scheduled
Distribution Date") and the Redemption Date, if any, selected pursuant to the
Indenture.

      The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect

                                      J-1
<PAGE>

to all payments of principal made on the preceding Distribution Date), or on the
Closing Date in the case of the first Distribution Date or if no interest has
yet been paid, subject to certain limitations contained in the Indenture.
Interest on this Note will accrue for each Distribution Date from, and
including, the 17th day of the preceding month to, but excluding, the 17th day
of the month of the current Distribution Date or, in the case of the first
Distribution Date or if no interest has yet been paid, from, and including, the
Closing Date. The Issuer shall pay interest on overdue installments of interest
at the Class D Rate to the extent lawful. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States 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.

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

                                      J-2
<PAGE>

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

      Date: July __, 2005     WFS FINANCIAL 2005-3 OWNER TRUST

                              By: CHASE BANK USA, NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely on
                                  behalf of the Issuer as Owner Trustee, under
                                  the Trust Agreement

                              By: ______________________________________________
                                  Name:
                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              not in its individual capacity but solely as
                              Trustee

                              By: ______________________________________________
                                             Authorized Signatory

                                      J-3
<PAGE>

                            [REVERSE OF CLASS D NOTE]

      This Note is one of a duly authorized issue of Auto Receivable Backed
Notes of the Issuer, designated as its 4.76% Class D Notes (the "Class D
Notes"), all issued under an Indenture, dated as of July 1, 2005 (the
"Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

      Principal payable on the Class D Notes will be paid on each Distribution
Date in the amount specified in the Indenture and in the Sale and Servicing
Agreement. As described above, the entire unpaid principal amount of this Note
will be payable on the earlier of the Class D Final Scheduled Distribution Date
and the Redemption Date, if any, selected pursuant to the Indenture.
Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Class D Notes shall be due and payable following the
occurrence and continuance of an Event of Default, as described in the
Indenture. All principal payments on the Class D Notes shall be made pro rata to
the Class D Noteholders entitled thereto.

      Payments of principal and interest on this Note due and payable on each
Distribution Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the 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) affected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the remaining unpaid principal amount of this
Note on a Distribution Date or Redemption Date, then the 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 Distribution Date or
Redemption Date by notice mailed within 20 days of such Distribution Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Trustee or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

                                      J-4
<PAGE>

      As provided in the Indenture, the Notes may be redeemed pursuant to the
Indenture, in whole, but not in part, at the option of the Seller, on any
Distribution Date following the last day of a Collection Period as of which the
Aggregate Principal Balance is less than or equal to 10% of the Cut-Off Date
Aggregate Principal Balance.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the 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 Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Trustee or of any successor or assign of the
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, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder or
Note Owner will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings 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 and the Trustee and any agent of the Issuer or the 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 neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

                                      J-5
<PAGE>

      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 at
least 66 2/3% of the Outstanding Amount of the Notes of the Controlling Class.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes or of
the Notes of the Controlling Class, on behalf of the Holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the 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 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 California, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws, except that the duties of the Trustee under the Indenture shall be
governed by New York law.

      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.

                                      J-6
<PAGE>

                                                                       EXHIBIT K

                             FORM OF NOTE ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)

--------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing

--------------------------------------------------------------------------------
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.

Dated:
       ---------------

Signature Guaranteed By:

-----------------------------------             --------------------------------
Signature must be guaranteed                    Notice: The signature(s) on this
by an eligible guarantor                        assignment must correspond with
institution which is a participant              the name(s) as it appears on the
in the Securities Transfer Agent's              face of the within Note in every
Medallion Program (STAMP) or                    particular, without alteration,
similar signature guarantee                     enlargement, or any change
program.                                        whatsoever.

-----------------------------------
      (Authorized Officer)

                                      K-1