Exhibit 4.1



                                                                EXECUTION COPY









                                   INDENTURE



                                    between


                 NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A,
                                   as Issuer



                                      and



                             THE BANK OF NEW YORK,
                             as Indenture Trustee



                           Dated as of March 1, 2002

<PAGE>

<TABLE>
<CAPTION>
                                                  Table of Contents
                                                                                                         Page
                                                                                                         ----

                                                     ARTICLE I.
                                     DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                                     ARTICLE II.
                                                      THE NOTES

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

                                                    ARTICLE III.
                                                      COVENANTS

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



                                                         i

<PAGE>

         Section 3.18.     Restricted Payments...................................................................24
         Section 3.19.     Notice of Events of Default...........................................................25
         Section 3.20.     Further Instruments and Acts..........................................................25
         Section 3.21.     Perfection Representation.............................................................25

                                                     ARTICLE IV.
                                             SATISFACTION AND DISCHARGE

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

                                                     ARTICLE V.
                                                      REMEDIES

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

                                                     ARTICLE VI.
                                                THE INDENTURE TRUSTEE

         Section 6.01.     Duties of Indenture Trustee...........................................................39
         Section 6.02.     Rights of Indenture Trustee...........................................................40
         Section 6.03.     Individual Rights of Indenture Trustee................................................41
         Section 6.04.     Indenture Trustee's Disclaimer........................................................42
         Section 6.05.     Notice of Defaults....................................................................42
         Section 6.06.     Reports by Indenture Trustee to Holders...............................................42
         Section 6.07.     Compensation and Indemnity............................................................42
         Section 6.08.     Replacement of Indenture Trustee......................................................43
         Section 6.09.     Successor Indenture Trustee by Merger.................................................44



                                                         ii

<PAGE>

         Section 6.10.     Appointment of Co-Indenture Trustee or Separate Indenture Trustee.....................44
         Section 6.11.     Eligibility; Disqualification.........................................................45
         Section 6.12.     [Reserved]............................................................................46
         Section 6.13.     Preferential Collection of Claims Against Issuer......................................46
         Section 6.14.     Waiver of Setoffs.....................................................................46

                                                    ARTICLE VII.
                                           NOTEHOLDERS' LISTS AND REPORTS

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

                                                    ARTICLE VIII.
                                        ACCOUNTS, DISBURSEMENTS AND RELEASES

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

                                                     ARTICLE IX.
                                               SUPPLEMENTAL INDENTURES

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

                                                     ARTICLE X.
                                                 REDEMPTION OF NOTES

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

                                                     ARTICLE XI.
                                                    MISCELLANEOUS

         Section 11.01.    Compliance Certificates and Opinions, etc.............................................58
         Section 11.02.    Form of Documents Delivered to Indenture Trustee......................................59
         Section 11.03.    Acts of Noteholders...................................................................60



                                                        iii

<PAGE>

         Section 11.04.    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.......................60
         Section 11.05.    Notices to Noteholders; Waiver........................................................61
         Section 11.06.    Alternate Payment and Notice Provisions...............................................61
         Section 11.07.    Effect of Headings and Table of Contents..............................................61
         Section 11.08.    Successors and Assigns................................................................61
         Section 11.09.    Separability..........................................................................61
         Section 11.10.    Benefits of Indenture.................................................................61
         Section 11.11.    Legal Holidays........................................................................61
         Section 11.12.    GOVERNING LAW.........................................................................61
         Section 11.13.    Counterparts..........................................................................61
         Section 11.14.    Recording of Indenture................................................................63
         Section 11.15.    Trust Obligation......................................................................63
         Section 11.16.    No Petition...........................................................................63
         Section 11.17.    Inspection............................................................................63
         Section 11.18.    Conflict with Trust Indenture Act.....................................................64
         Section 11.19.    Limitation of Liability...............................................................64
</TABLE>


SCHEDULE A        Schedule of Receivables
SCHEDULE B        Perfection Representation
EXHIBIT A-1       Form of Class A-1 Note
EXHIBIT A-2       Form of Class A-2 Note
EXHIBIT A-3       Form of Class A-3 Note
EXHIBIT A-4       Form of Class A-4 Note
EXHIBIT B         Form of Class B Note
EXHIBIT C         Form of Class C Note



                                      iv

<PAGE>

                                                                EXECUTION COPY


     THIS INDENTURE, dated as of March 1, 2002, is between NATIONAL CITY AUTO
RECEIVABLES TRUST 2002-A, a Delaware business trust (the "Issuer"), and THE
BANK OF NEW YORK, a New York banking corporation, as trustee and not in its
individual capacity (the "Indenture Trustee").

     Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's 2.04% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes"), 3.00% Asset Backed Notes,
Class A-2 (the "Class A-2 Notes"), 4.04% Asset Backed Notes, Class A-3 (the
"Class A-3 Notes"), 4.83% Asset Backed Notes, Class A-4 (the "Class A-4 Notes"
and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes,
the "Class A Notes"), 3.62% Asset Backed Notes, Class B and 4.52% Asset Backed
Notes, Class C (the "Class B Notes," the "Class C Notes" and together with the
Class A Notes, the "Notes"):

                                GRANTING CLAUSE

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

     The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice,

<PAGE>

priority or distinction, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture. This Indenture is a security
agreement within the meaning of the UCC.

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

                                  ARTICLE I.

                  DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.

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

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

     "Administration Agreement" means the Owner Trust Administration
Agreement, dated as of March 1, 2002, among the Administrator, the Issuer and
the Indenture Trustee.

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

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

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

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



                                      2
<PAGE>

     "Certificate of Trust" means the certificate of trust of the Issuer
substantially in the form of Exhibit A to the Trust Agreement.

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

     "Class A-1 Notes" means the 2.04% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1.

     "Class A-1 Rate" means 2.04% per annum, computed on the basis of the
actual number of days in the related Interest Period and a 360-day year.

     "Class A-2 Notes" means the 3.00% Asset Backed Notes, Class A-2,
substantially in the form of Exhibit A-2.

     "Class A-2 Rate" means a 3.00% per annum computed on the basis of a
360-day year consisting of twelve 30-day months.

     "Class A-3 Notes" means the 4.04% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3.

     "Class A-3 Rate" means 4.04% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

     "Class A-4 Notes" means the 4.83% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4.

     "Class A-4 Rate" means 4.83% per annum, computed on the basis of a
360-day year consisting of twelve 30-day months.

     "Class B Notes" means the 3.62% Asset Backed Notes, Class B,
substantially in the form of Exhibit B.

     "Class B Rate" means 3.62% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class C Notes" means the 4.52% Asset Backed Notes, Class C,
substantially in the form of Exhibit C.

     "Class C Rate" means 4.52% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

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

     "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.



                                      3
<PAGE>

     "Closing Date" means March 27, 2002.

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

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

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

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

     "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business is
administered, which office at the date of execution of this Agreement is
located at 5 Penn Plaza, 16th Floor, New York, New York (facsimile number
212-328-7623); Attention: Asset Backed Securities Unit, or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.

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

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

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

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

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

     "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and a right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring



                                      4
<PAGE>

Proceedings in the name of the granting party or otherwise, and generally to
do and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

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

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

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

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

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

     "Issuer" means National City Auto Receivables Trust 2002-A until a
successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor
on the Notes.

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

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

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

     "Note Depository Agreement" means the agreement dated March 27, 2002,
among the Issuer, the Administrator, the Indenture Trustee and The Depository
Trust Company, as the initial Clearing Agency, relating to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class B Notes and the Class C Notes.



                                      5
<PAGE>

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

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

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

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

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

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

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

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

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



                                      6
<PAGE>

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

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

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

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

     "Payment Date" means a Payment Date.

     "Person" means any individual, corporation, estate, partnership, limited
liability company, joint venture, association, joint stock company, trust or
business 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 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

     "Record Date" means, with respect to a Payment Date or Redemption Date,
the close of business on the day immediately preceding such Payment Date or
Redemption Date.

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

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



                                      7
<PAGE>

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

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

     "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of March 1, 2002, among the Issuer, the Depositor, National City
Bank, as Seller, Servicer, Custodian and Administrator, and the Indenture
Trustee.

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

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

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

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

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

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

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

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

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

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

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




                                      8
<PAGE>

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

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

               (iii) "or" is not exclusive;

               (iv) "including" means including without limitation;

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

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

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

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

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

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



                                      9
<PAGE>

                                  ARTICLE II.

                                   THE NOTES

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

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

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

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

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

     The Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$229,500,000, Class A-2 Notes for original issue in an aggregate principal
amount of $230,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $321,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $266,235,000, Class B Notes for original issue
in an aggregate principal amount of $47,200,000 and Class C Notes for original
issue in an aggregate principal amount of $16,659,100. The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class B Notes and Class C Notes outstanding at any time may not exceed such
respective amounts except as provided in Section 2.06.

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



                                      10
<PAGE>

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

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

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

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

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

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



                                      11
<PAGE>

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

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

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

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

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

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

     Section 2.05. [Reserved].

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



                                      12
<PAGE>

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

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

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

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

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

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

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



                                      13
<PAGE>

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

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

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

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

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



                                      14
<PAGE>

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

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

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

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

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

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

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

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



                                      15
<PAGE>

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

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



                                      16
<PAGE>

                                 ARTICLE III.

                                   COVENANTS

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

     Section 3.02. Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. Such office will initially be located at 5 Penn
Plaza, 16th Floor, New York, New York, Attention: Asset Backed Securities
Unit. The Issuer will give prompt written notice to the Indenture Trustee of
the location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.

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

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

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



                                      17
<PAGE>

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

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

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

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

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

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

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

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



                                      18
<PAGE>

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

     Section 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States
of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

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

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

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

               (iii) enforce any of the Collateral; or

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

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

     Section 3.06. Opinions as to Trust Estate.

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

          (b) On or before April 30, in each calendar year, beginning in 2003,
the Issuer shall furnish to the Indenture Trustee and the Rating Agencies an
Opinion of Counsel either



                                      19
<PAGE>

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

     Section 3.07. Performance of Obligations; Servicing of Receivables.

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

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

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

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

          (e) [Reserved]



                                      20
<PAGE>

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

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

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

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

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

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



                                      21
<PAGE>

Obligor) or (C) permit the lien of this Indenture not to constitute a valid
first priority (other than with respect to any such tax, mechanics' or other
lien) security interest in the Trust Estate.

     Section 3.09. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Rating Agencies, within 120 days after the
end of each fiscal year of the Issuer (commencing with the fiscal year 2002),
an Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

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

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

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

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

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

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

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

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

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

               (vi) the Issuer shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel each stating that such
consolidation or merger and such supplemental indenture comply with this
Article III and that all conditions precedent herein



                                      22
<PAGE>

provided for relating to such transaction have been complied with (including
any filing required by the Exchange Act) in all material respects.

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

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

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

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

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

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

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

     Section 3.11. Successor or Transferee.

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



                                      23
<PAGE>

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

          (b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(b), National City Auto Receivables
Trust 2002-A will be released from every covenant and agreement of this
Indenture to be observed by or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the
Indenture Trustee stating that National City Auto Receivables Trust 2002-A is
to be so released.

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

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

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

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

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

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

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



                                      24
<PAGE>

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

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

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

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



                                      25
<PAGE>

                                 ARTICLE IV.

                          SATISFACTION AND DISCHARGE

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

          (A) either:

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

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

                         a. have become due and payable,

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

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

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



                                      26
<PAGE>

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

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

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

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

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



                                      27
<PAGE>

                                  ARTICLE V.

                                   REMEDIES

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

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

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

               (iii) default in the observance or performance of any covenant
or agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this Section specifically dealt with), or any representation or warranty of
the Issuer made in this Indenture or in any certificate or other writing
delivered pursuant hereto or in connection herewith proving to have been
incorrect 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 Indenture Trustee or to the Issuer and the Indenture Trustee by
the Holders of at least 25% of the Outstanding Amount of the Controlling
Class, a written notice specifying such default or incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a
notice of Default hereunder;

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

               (v) the commencement by the Issuer of a voluntary case under
any applicable federal or state bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by the Issuer to the entry of an
order for relief in an involuntary case under any such law, or the consent by
the Issuer to the appointment of or taking of possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the Trust Estate, or the making by
the Issuer of any general assignment for the benefit of creditors, or the
failure by the Issuer generally to pay its debts as such debts become due, or
the taking of any action by the Issuer in furtherance of any of the foregoing.



                                      28
<PAGE>

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

     Section 5.02. Acceleration of Maturity; Rescission and Annulment.(a) If
an Event of Default shall occur and be continuing, then and in every such case
the Indenture Trustee may or the Indenture Trustee as directed in writing by
the Holders of Notes representing not less than a majority of the Outstanding
Amount of the Controlling Class shall declare all the Notes to be then
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by Noteholders), and upon any such declaration the
Outstanding Amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable pursuant to the last paragraph of Section 5.06 of the Sale and
Servicing Agreement.

          (b) [Reserved].

          (c) If an Event of Default under this Indenture shall have occurred
and be continuing at any time when the Indenture Trustee is the Controlling
Party, the Indenture Trustee in its discretion may, or if so requested in
writing by Holders of Notes representing at least a majority of the
Outstanding Amount of the Controlling Class, shall, declare by written notice
to the Issuer all of the Notes to be immediately due and payable, and upon any
such declaration, the Outstanding Amount of the Notes, together with accrued
interest thereon through the date of acceleration, shall become immediately
due and payable as provided in the Notes set forth in Exhibit A-1, Exhibit
A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding
anything to the contrary in this paragraph (c), if an Event of Default
specified in clauses (iv) or (v) of Section 5.01 shall have occurred and be
continuing at any time when the Indenture Trustee is the Controlling Party,
the Notes shall become immediately due and payable at par, together with
accrued interest thereon.

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

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

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

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



                                      29
<PAGE>

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

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

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

          (a) The Issuer covenants that if (i) a default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five Business Days or, (ii) default is
made in the payment of the principal of or any installment of the principal of
any Note when the same becomes due and payable, the Issuer will, upon demand
of the Indenture Trustee, pay to it, for the benefit of the Holders of the
Notes, the entire amount then due and payable on such Notes in respect of
principal and interest, with interest on the overdue principal and, to the
extent payment at such rate of interest shall be legally enforceable, on
overdue installments of interest at the related Interest Rate and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses and
disbursements of the Indenture Trustee and its agents and counsel.

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

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

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



                                      30
<PAGE>

expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

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

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

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

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

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

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



                                      31
<PAGE>

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

     Section 5.04. Remedies; Priorities.

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

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

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

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

               (iv) sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private sales called and conducted
in any manner permitted by law; provided, however, that the Indenture Trustee
may not sell or otherwise liquidate the Trust Estate following an Event of
Default, other than an Event of Default described in Section 5.01(i) or (ii),
unless, (I) with respect to any Event of Default described in Section 5.01(iv)
and (v), (A) the Holders of 100% of the Outstanding Amount of the Controlling
Class consent thereto, or (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all
amounts then due and unpaid on such Notes in respect of principal and
interest, or (C) the Indenture Trustee determines that the Trust Estate will
not continue to provide sufficient funds for the payment of principal of and
interest on the Notes as they would have become due if the Notes had not been
declared due and payable, and the Indenture Trustee obtains the consent of
Holders of at least two thirds of the Outstanding Amount of the Controlling
Class or (II) with respect to an Event of Default described in Section
5.01(iii), (A) the Noteholders of all Outstanding Notes and the
Certificateholders of all outstanding Certificates consent thereto; or (B) the
proceeds of such sale or liquidation are sufficient to pay in full the
principal of and accrued interest on the Outstanding Notes and outstanding
Certificates.

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

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



                                      32
<PAGE>

          FIRST: to the Indenture Trustee for amounts due under Section 6.07;

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

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

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

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

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

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

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

          NINTH: any excess amounts remaining after making the payments
          described in clauses first through eighth above, to be applied
          pursuant to Section



                                      33
<PAGE>

          5.06(b) of the Sale and Servicing Agreement to the extent that any
          amounts payable thereunder have not been previously paid pursuant to
          clauses first through eighth above.

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

     Section 5.05. Optional Preservation of the Receivables. If the Indenture
Trustee is the Controlling Party and the Notes have been declared to be due
and payable under Section 5.02 following an Event of Default, and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may, but need not, elect to maintain possession of the Trust
Estate. It is the desire of the parties hereto and the Noteholders that there
be at all times sufficient funds for the payment of principal of and interest
on the Notes, and the Indenture Trustee shall take such desire into account
when determining whether or not to maintain possession of the Trust Estate. In
determining whether or not to maintain possession of the Trust Estate, the
Indenture Trustee may, at the expense of the Issuer and paid in the priority
set forth in Section 5.06(b) of the Sale and Servicing Agreement, but need
not, obtain and conclusively rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of
such proposed action and as to the sufficiency of the Trust Estate for such
purpose.

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

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

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

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

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

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

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



                                      34
<PAGE>

priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided.

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

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

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

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

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

     Section 5.11. Control by Controlling Class. If the Indenture Trustee is
the Controlling Party, the Holders of a majority of the Outstanding Amount of
the Controlling Class shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy



                                      35
<PAGE>

available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided that:

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

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

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

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

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

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

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

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



                                      36
<PAGE>

(b) any suit instituted by any Noteholder, or group of Noteholders, in each
case holding in the aggregate more than 10% of the Outstanding Amount of the
Notes (or, in the case of a right or remedy under this Indenture which is
instituted by the Controlling Class, more than 10% of the Controlling Class)
or (c) any suit instituted by any Noteholder for the enforcement of the
payment of principal of or interest on any Note on or after the respective due
dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).

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

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

     Section 5.16. Performance and Enforcement of Certain Obligations.

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

          (b) If an Event of Default has occurred, the Indenture Trustee may,
and at the direction (which direction shall be in writing) of the Holders of
not less than a majority of the Outstanding Amount of the Controlling Class
shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Seller or the Servicer under or in connection with the Sale
and Servicing Agreement and the Receivables Purchase Agreement including the
right



                                      37
<PAGE>

or power to take any action to compel or secure performance or observance by
the Seller or the Servicer, as the case may be, of each of their obligations
to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Sale and Servicing Agreement and the
Receivables Purchase Agreement, as the case may be, and any right of the
Issuer to take such action shall be suspended.



                                      38
<PAGE>

                                 ARTICLE VI.

                             THE INDENTURE TRUSTEE

     Section 6.01. Duties of Indenture Trustee.

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

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

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

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

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

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

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

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

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



                                      39
<PAGE>

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

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

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

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

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

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

     For purposes of this Section 6.01 and Section 8.03(c), the Indenture
Trustee, or a Responsible Officer thereof, shall be charged with actual
knowledge of any default or an Event of Default if a Responsible Officer
actually knows of such default or Event of Default or the Indenture Trustee
receives written notice of such default or Event of Default from the Issuer,
the Servicer or Noteholders owning Notes aggregating not less than 10% of the
Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture
Trustee shall not be required to take notice and in the absence of such actual
notice and knowledge, the Indenture Trustee may conclusively assume that there
is no such default or Event of Default.

     Section 6.02. Rights of Indenture Trustee.

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

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



                                      40
<PAGE>

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

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

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

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

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

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

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

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

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



                                      41
<PAGE>

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

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

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

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

     The Issuer's payment obligations to the Indenture Trustee and the
Administrator's indemnities to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation or
removal of the Indenture Trustee. When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.01(iv) or (v) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.



                                      42
<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                                      43
<PAGE>

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

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

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

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

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

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

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



                                      44
<PAGE>

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

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

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

     Section 6.11. Eligibility; Disqualification. (a) The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition, and the time deposits of the Indenture Trustee shall be rated at
least A-1 by Standard & Poor's and P-1 by Moody's. The Indenture Trustee shall
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

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

          (c) In the case of the appointment hereunder of a successor
Indenture Trustee with respect to any Class of Notes pursuant to this Section
6.11, the Issuer, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, the
successor Indenture Trustee all the rights,



                                      45
<PAGE>

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

     Section 6.12. [Reserved].

     Section 6.13. Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.

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



                                      46
<PAGE>

                                 ARTICLE VII.

                        NOTEHOLDERS' LISTS AND REPORTS

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

     Section 7.02. Preservation of Information; Communications to Noteholders.

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

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

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

     Section 7.03. Reports by Issuer.

          (a) The Issuer shall:

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

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



                                      47
<PAGE>

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

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

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

     Section 7.04. Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each March 31 beginning with March 31, 2003, upon
notice from the Issuer the Indenture Trustee shall mail to each Noteholder as
required by TIA Section 313(c) a brief report prepared by the Issuer dated as
of such date that complies with TIA Section 313(a). The Indenture Trustee also
shall comply with TIA Section 313(b).

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



                                      48
<PAGE>

                                ARTICLE VIII.

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

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

     Section 8.02. Trust Accounts.

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

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

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

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



                                      49
<PAGE>

     Notwithstanding any other provision of this Article VIII, and subject to
Section 5.04(b), (A) following the occurrence and during the continuation of
an Event of Default specified in Section 5.01(i), 5.01(ii), 5.01(iv) or
5.01(v) which has resulted in an acceleration of the Notes (or following the
occurrence of any such event after an Event of Default specified in Section
5.01(iii) has occurred and the Notes have been accelerated), the Servicer
shall instruct the Indenture Trustee to transfer the funds on deposit in the
Collection Account remaining after the application of clauses 5.06(b)(i) and
(ii) of the Sale and Servicing Agreement to the Principal Distribution Account
to the extent necessary to reduce the principal amount of all the Class A
Notes to zero, or, if the Class A Notes shall have been paid in full, to
transfer the funds on deposit in the Collection Account remaining after the
application of clauses 5.06(b)(i) through (iv) of the Sale and Servicing
Agreement to the Principal Distribution Account to the extent necessary to
reduce the principal amount of all the Class B Notes to zero, or, if the Class
A Notes and Class B Notes shall have been paid in full, to transfer the funds
on deposit in the Collection Account remaining after the application of
clauses 5.06(b)(i) through (vi) of the Sale and Servicing Agreement to the
Principal Distribution Account to the extent necessary to reduce the principal
amount of all the Class C Notes to zero, (B) following the occurrence and
during the continuation of an Event of Default specified in Section 5.01(iii)
of the Indenture, which has resulted in an acceleration of the Notes, the
Servicer shall instruct the Indenture Trustee to transfer the funds on deposit
in the Collection Account remaining after the application of clauses
5.06(b)(i) through (vii) of the Sale and Servicing Agreement to the Principal
Distribution Account to the extent necessary to reduce the principal amount of
all the Notes to zero, and (C) in the case of an event described in clause (A)
or (B), the Holders of the Certificates will not receive any distributions
until the principal amount and accrued interest on all the Notes has been paid
in full.

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

     Section 8.04. Release of Trust Estate.

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

          (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07
have been paid in full, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit



                                      50
<PAGE>

in the Trust Accounts. The Indenture Trustee shall release property from the
lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by
it of an Issuer Request accompanied by an Officer's Certificate, an Opinion of
Counsel and (if required by the TIA) Independent Certificates in accordance
with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of
Section 11.01.

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

     Section 8.05. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days prior written notice when requested by the Issuer to take any
action pursuant to Section 8.04(b), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.



                                      51
<PAGE>

                                 ARTICLE IX.

                            SUPPLEMENTAL INDENTURES

     Section 9.01. Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

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

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

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

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



                                      52
<PAGE>

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

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

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

               (ii) reduce the percentage of the Outstanding Amount of the
Notes or of the Controlling Class, the consent of the Holders of which is
required for any such supplemental indenture, or the consent of the Holders of
which is required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in
this Indenture;

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

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



                                      53
<PAGE>

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

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

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

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

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

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

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

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



                                      54
<PAGE>

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

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

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



                                      55
<PAGE>

                                  ARTICLE X.

                              REDEMPTION OF NOTES

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

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

     All notices of redemption shall state:

               (i) the Redemption Date;

               (ii) the Redemption Price;

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

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

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

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



                                      56
<PAGE>

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



                                      57
<PAGE>

                                 ARTICLE XI.

                                 MISCELLANEOUS

     Section 11.01. Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

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

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



                                      58
<PAGE>

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

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

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

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

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

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



                                      59
<PAGE>

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

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

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

     Section 11.03. Acts of Noteholders.

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

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

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

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

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



                                      60
<PAGE>

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

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

               (ii) the Issuer by the Indenture Trustee or by any Noteholder,
shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuer addressed to: National City Auto
Receivables Trust 2002-A, in care of Wilmington Trust Company, as Owner
Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration, or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer or the
Administrator. The Issuer shall promptly transmit any notice received by it
from the Noteholders to the Indenture Trustee.

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

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

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

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



                                      61
<PAGE>

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

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

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

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

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

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

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

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

     Section 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.



                                      62
<PAGE>

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

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

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

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

     Section 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested; provided,
however, that the Indenture Trustee may only cause the books of the Issuer to
be audited on an annual basis, unless there occurs an Event of Default
hereunder. The Indenture Trustee shall, and shall cause its representatives
to, hold in confidence all such information except to the extent such
information is publicly available or such disclosure may be required by law
(and all reasonable applications for confidential treatment are unavailing)
and except to the extent that the Indenture Trustee may reasonably



                                      63
<PAGE>

determine with the advice of counsel and after consultation with the Issuer
that such disclosure is consistent with its obligations hereunder.

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

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

     Section 11.19. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Indenture is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as
Owner Trustee of National City Auto Receivables Trust 2002-A, in the exercise
of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the
purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto and by any Person claiming by, through or under the parties hereto and
(d) under no circumstances shall Wilmington Trust Company be personally liable
for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Issuer under this Indenture or any other related
documents.

                                   * * * * *



                                      64
<PAGE>

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

                                   NATIONAL CITY AUTO RECEIVABLES TRUST
                                        2002-A,

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


                                        by: /s/ W. Chris Spanenberg
                                           ------------------------------------
                                           Name:   W. Chris Spanenberg
                                           Title:  Vice President


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


                                   by:  /s/ Scott W. Tepper
                                      -----------------------------------------
                                      Name:   Scott W. Tepper
                                      Title:  Assistant Vice President



                                      65
<PAGE>

STATE OF NEW YORK      }
                       }  ss.:
COUNTY OF NEW YORK     }


     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared _________________, a
_________________ of Wilmington Trust Company, not in its individual capacity
but solely as Owner Trustee of National City Auto Receivables Trust 2002-A, a
Delaware Business Trust (the "Trust") known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me
that the same was the act of the said Trust, and that s/he executed the same
as the act of said business trust for the purpose and consideration therein
expressed, and in the capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of March, 2002.



                            --------------------------------------------------
                               Notary Public in and for the State of New York.



My commission expires:


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



                                      66
<PAGE>

STATE OF NEW YORK          }
                           }  ss.:
COUNTY OF NEW YORK         }


     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared _________________, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of The Bank of New
York, a New York banking corporation, and that s/he executed the same as the
act of said corporation for the purpose and consideration therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _____ day of March, 2002.



                            --------------------------------------------------
                               Notary Public in and for the State of New York.



My commission expires:


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



                                      67
<PAGE>

                                                                    SCHEDULE A


                            Schedule of Receivables


                     [On file with the Indenture Trustee]



                                      68
<PAGE>


                                                                EXECUTION COPY


                                                                    SCHEDULE B



                           Perfection Representation



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

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

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

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

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

<PAGE>

                                                                   EXHIBIT A-1


                           [FORM OF CLASS A-1 NOTE]

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

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

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

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



                                      2
<PAGE>

REGISTERED        $           1
                   -----------

No. R-_____                                                CUSIP NO. 635310AA3

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                      2.04% ASSET BACKED NOTE, CLASS A-1

     NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to
___________________, or registered assigns, the principal sum of __________
DOLLARS, payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $ [INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $229,500,000
by (ii) the aggregate amount, if any, payable from the Principal Distribution
Account in respect of principal on the Class A-1 Notes pursuant to Section
3.01 of the Indenture dated as of March 1, 2002 (the "Indenture"), between the
Issuer and The Bank of New York, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of March
15, 2003 (the "Class A-1 Final Scheduled Payment Date") and the Redemption
Date, if any, pursuant to Section 10.01 of the Indenture. Capitalized terms
used but not defined herein are defined in the Indenture, which also contains
rules as to construction that shall be applicable herein.

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

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

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



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

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



                                      3
<PAGE>

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



                                      4
<PAGE>

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

Date:                           NATIONAL CITY AUTO RECEIVABLES TRUST
                                2002-A

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

                                    By:  _________________________________
                                         Authorized Signatory

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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




                                By:  _________________________________
                                            Authorized Signatory



                                      5
<PAGE>

                           REVERSE OF CLASS A-1 NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.04% Asset Backed Notes, Class A-1 (herein called the
"Class A-1 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-1 Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing April 17, 2002.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-1 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the Outstanding
Amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-1 Notes shall be made pro rata to the Class A-1
Noteholders entitled thereto.

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



                                      6
<PAGE>

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

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

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

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

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

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Issuer, or join in any institution
against the Issuer of, any bankruptcy, reorganization, arrangement,



                                      7
<PAGE>

insolvency or liquidation proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the other Basic Documents.

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

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

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

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

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

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

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



                                      8
<PAGE>

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

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



                                      9
<PAGE>

ASSIGNMENT


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

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

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

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

                        (name and address of assignee)

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

Dated:                                                        */

                                          Signature Guaranteed:


                                                                   */






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

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



                                      10
<PAGE>

                                                                   EXHIBIT A-2


                           [FORM OF CLASS A-2 NOTE]

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

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

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

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



                                      11
<PAGE>

REGISTERED        $_____________2

No. R-________                                            CUSIP NO. 635310AB1

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                      3.00% ASSET BACKED NOTE, CLASS A-2

     NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of __________
DOLLARS, payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $ [INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $230,000,000
by (ii) the aggregate amount, if any, payable from the Principal Distribution
Account in respect of principal on the Class A-2 Notes pursuant to Section
3.01 of the Indenture dated as of March 1, 2002 (the "Indenture"), between the
Issuer and The Bank of New York, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
January 15, 2005 (the "Class A-2 Final Scheduled Payment Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No
payments of principal of the Class A-2 Notes shall be made until the Class A-1
Notes have been paid in full. Capitalized terms used but not defined herein
are defined in the Indenture, which also contains rules as to construction
that shall be applicable herein.

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

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

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




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

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



                                      12
<PAGE>

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



                                      13
<PAGE>

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

Date:                              NATIONAL CITY AUTO RECEIVABLES TRUST
                                   2002-A

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

                                      By:  _________________________________
                                                   Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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




                                   By: _________________________________
                                            Authorized Signatory



                                      14
<PAGE>

                           REVERSE OF CLASS A-2 NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.00% Asset Backed Notes, Class A-2 (herein called the
"Class A-2 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-2 Notes will be payable on each Payment Date in
an amount described on the face hereof only after the Class A-1 Notes are paid
in full and have no Principal Balance. "Payment Date" means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing April 17, 2002.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-2 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the Outstanding
Amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-2 Notes shall be made pro rata to the Class A-2
Noteholders entitled thereto.

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


                                      15
<PAGE>

presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

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

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

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Issuer, or



                                      16
<PAGE>

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

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

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

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

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

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



                                      17
<PAGE>

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

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



                                      18
<PAGE>

ASSIGNMENT


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

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

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

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

                        (name and address of assignee)

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

Dated:                                        */

                                     Signature Guaranteed:


                                                                   */





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

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



                                      19
<PAGE>

                                                                   EXHIBIT A-3


                           [FORM OF CLASS A-3 NOTE]

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

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

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

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



                                      20
<PAGE>

REGISTERED        $_____________3

No. R-________                                             CUSIP NO. 635310AC9

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                      4.04% ASSET BACKED NOTE, CLASS A-3

     NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of __________
DOLLARS, payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $ [INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $321,000,000
by (ii) the aggregate amount, if any, payable from the Principal Distribution
Account in respect of principal on the Class A-3 Notes pursuant to Section
3.01 of the Indenture dated as of March 1, 2002 (the "Indenture"), between the
Issuer and The Bank of New York, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of July
15, 2006 (the "Class A-3 Final Scheduled Payment Date") and the Redemption
Date, if any, pursuant to Section 10.01 of the Indenture. No payments of
principal of the Class A-3 Notes shall be made until the Class A-1 Notes and
the Class A-2 Notes have been paid in full. Capitalized terms used but not
defined herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

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

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

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



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



                                      21

<PAGE>

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



                                      22
<PAGE>

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

Date:                              NATIONAL CITY AUTO RECEIVABLES TRUST
                                   2002-A

                                   By:     WILMINGTON TRUST COMPANY, notin its
                                           individual capacity but solely as
                                           Owner Trustee under the Trust
                                           Agreement,

                                      By:  _________________________________
                                                Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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




                                       By:  _________________________________
                                                  Authorized Signatory



                                      23
<PAGE>

                           REVERSE OF CLASS A-3 NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4.04% Asset Backed Notes, Class A-3 (herein called the
"Class A-3 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-3 Notes will be payable on each Payment Date in
an amount described on the face hereof only after the Class A-1 Notes and the
Class A-2 Notes are paid in full and have no Principal Balance. "Payment Date"
means the 15th day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing April 17, 2002.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-3 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the Outstanding
Amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-3 Notes shall be made pro rata to the Class A-3
Noteholders entitled thereto.

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



                                      24
<PAGE>

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

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

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

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

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

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



                                      25
<PAGE>

Indenture that such Noteholder or Note Owner will not at any time
institute against the Issuer, or join in any institution against 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, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

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

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

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



                                      26
<PAGE>

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

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



                                      27
<PAGE>

ASSIGNMENT


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

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

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

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

                        (name and address of assignee)

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

Dated:                                                     */

                                        Signature Guaranteed:


                                                                   */





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

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



                                      28
<PAGE>

                                                                   EXHIBIT A-4


                           [FORM OF CLASS A-4 NOTE]

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

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

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

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



                                      29
<PAGE>

REGISTERED        $_____________4

No. R-________                                             CUSIP NO. 635310AD7

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                      4.83% ASSET BACKED NOTE, CLASS A-4

     NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of __________
DOLLARS, payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $ [INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $266,235,000
by (ii) the aggregate amount, if any, payable from the Principal Distribution
Account in respect of principal on the Class A-4 Notes pursuant to Section
3.01 of the Indenture dated as of March 1, 2002 (the "Indenture"), between the
Issuer and The Bank of New York, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
August 15, 2009 (the "Class A-4 Final Scheduled Payment Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No
payments of principal of the Class A-4 Notes shall be made until the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

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

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

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




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

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



                                      30
<PAGE>

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



                                      31
<PAGE>

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

Date:                              NATIONAL CITY AUTO RECEIVABLES TRUST
                                   2002-A

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

                                       By:  _________________________________
                                                   Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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




                                      By:  _________________________________
                                              Authorized Signatory



                                      32
<PAGE>

                           REVERSE OF CLASS A-4 NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4.83% Asset Backed Notes, Class A-4 (herein called the
"Class A-4 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-4 Notes will be payable on each Payment Date in
an amount described on the face hereof only after the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes are paid in full and have no Principal
Balance. "Payment Date" means the 15th day of each month, or, if any such date
is not a Business Day, the next succeeding Business Day, commencing April 17,
2002.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class A-4 Final Scheduled Payment
Date and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the Outstanding
Amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro rata to the Class A-4
Noteholders entitled thereto.

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



                                      33
<PAGE>

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

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

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

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

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

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



                                      34
<PAGE>

Indenture that such Noteholder or Note Owner will not at any time institute
against the Issuer, or join in any institution against 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, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

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

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

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



                                      35
<PAGE>

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

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



                                      36
<PAGE>

                                  ASSIGNMENT


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

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

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

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

                        (name and address of assignee)

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

Dated:                                                  */

                                   Signature Guaranteed:


                                                                     */



                                      37
<PAGE>

                                                                    EXHIBIT B


                            [FORM OF CLASS B NOTE]

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

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

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

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



                                      38
<PAGE>

REGISTERED        $_____________5

No. R-________                                            CUSIP NO. _________

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                       3.62% ASSET BACKED NOTE, CLASS B

     NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of __________
DOLLARS, payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $ [INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $47,200,000
by (ii) the aggregate amount, if any, payable from the Principal Distribution
Account in respect of principal on the Class B Notes pursuant to Section 3.01
of the Indenture dated as of March 1, 2002 (the "Indenture"), between the
Issuer and The Bank of New York, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
August 15, 2009 (the "Class B Final Scheduled Payment Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No
payments of principal of the Class B Notes shall be made until the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have
been paid in full. Capitalized terms used but not defined herein are defined
in the Indenture, which also contains rules as to construction that shall be
applicable herein.

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

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

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




-----------

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



                                      39
<PAGE>

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



                                      40
<PAGE>

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

Date:                              NATIONAL CITY AUTO RECEIVABLES TRUST
                                   2002-A

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

                                       By:  _________________________________
                                                 Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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




                                       By:  _________________________________
                                                    Authorized Signatory



                                      41
<PAGE>

                            REVERSE OF CLASS B NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.62% Asset Backed Notes, Class B (herein called the "Class
B Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class B Notes are subject to all
terms of the Indenture.

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

     Principal of the Class B Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are paid in full and
have no Principal Balance. "Payment Date" means the 15th day of each month,
or, if any such date is not a Business Day, the next succeeding Business Day,
commencing April 17, 2002.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class B Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class B Notes shall be made pro rata to the Class B Noteholders
entitled thereto.

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



                                      42
<PAGE>

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

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

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

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

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



                                      43
<PAGE>

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Issuer, or join in any institution
against 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, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

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

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

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



                                      44
<PAGE>

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

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



                                      45
<PAGE>

                                  ASSIGNMENT


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

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

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

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

                        (name and address of assignee)

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

Dated:                                                */

                                  Signature Guaranteed:


                                                                */





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

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






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

  */      NOTICE: The signature to this assignment must correspond with the
          name of the registered owner as it appears on the face of the within
          Note in every particular, without alteration, enlargement or any
          change whatsoever. Such signature must be guaranteed by



                                      46
<PAGE>

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



                                      47
<PAGE>

                                                                     EXHIBIT C


                            [FORM OF CLASS C NOTE]

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

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

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

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



                                      48
<PAGE>

REGISTERED        $_____________6

No. R-________                                           CUSIP NO. _________**

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                       4.52% ASSET BACKED NOTE, CLASS C

     NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of __________
DOLLARS, payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $ [INSERT
INITIAL PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $16,659,100
by (ii) the aggregate amount, if any, payable from the Principal Distribution
Account in respect of principal on the Class C Notes pursuant to Section 3.01
of the Indenture dated as of March 1, 2002 (the "Indenture"), between the
Issuer and The Bank of New York, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of
August 15, 2009 (the "Class C Final Scheduled Payment Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No
payments of principal of the Class C Notes shall be made until 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 have been paid in full. Capitalized terms used but not defined
herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

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

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

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




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

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



                                      49
<PAGE>

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



                                      50
<PAGE>

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

Date:                              NATIONAL CITY AUTO RECEIVABLES TRUST
                                   2002-A

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

                                     By:  _________________________________
                                                  Authorized Signatory


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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




                                       By:  _________________________________
                                                   Authorized Signatory



                                      51
<PAGE>

                            REVERSE OF CLASS C NOTE


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4.52% Asset Backed Notes, Class C (herein called the "Class
C Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class C Notes are subject to all
terms of the Indenture.

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

     Principal of the Class C Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes are
paid in full and have no Principal Balance. "Payment Date" means the 15th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing April 17, 2002.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the Class C Final Scheduled Payment Date
and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments
on the Class C Notes shall be made pro rata to the Class C Noteholders
entitled thereto.

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



                                      52
<PAGE>

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

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

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

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

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



                                      53
<PAGE>

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Issuer, or join in any institution
against 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, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

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

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

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



                                      54
<PAGE>

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

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



                                      55
<PAGE>

                                  ASSIGNMENT


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

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

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

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

                        (name and address of assignee)

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

Dated:                                                    */

                                       Signature Guaranteed:


                                                                      */





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

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






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

  */      NOTICE: The signature to this assignment must correspond with the
          name of the registered owner as it appears on the face of the within
          Note in every particular, without alteration, enlargement or any
          change whatsoever. Such signature must be guaranteed by



                                      56
<PAGE>

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



                                      57