<PAGE>   1
                                                                     EXHIBIT 4.6



                CAPITAL AUTO RECEIVABLES ASSET TRUST 20___-SN[1]

                       CLASS A-1 _____% ASSET BACKED NOTES
                       CLASS A-2 _____% ASSET BACKED NOTES
                       CLASS A-3 _____% ASSET BACKED NOTES


                                   ----------


                                    INDENTURE

                         DATED AS OF ________ ___, 20__


                                   ----------


                                 [NAME OF BANK]
                              ---------------------
                                INDENTURE TRUSTEE


<PAGE>   2

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA SECTION                                        INDENTURE SECTION
-----------                                        -----------------
<S>                                                <C>

310(a)(1)                                          6.11
(a)(2)                                             6.11
(a)(3)                                             6.10
(a)(4)                                             6.14
(b)                                                6.11
(c)                                                N.A.
311(a)                                             6.12
(b)                                                6.12
(c)                                                N.A.
312(a)                                             7.1, 7.2
(b)                                                7.2
(c)                                                7.2
313(a)                                             7.4(a), 7.4(b)
(b)(1)                                             7.4(a)
(b)(2)                                             7.4(a)
(c)                                                7.4(a)
(d)                                                7.4(a)
314(a)                                             7.3(a), 3.9
(b)                                                3.6
(c)(1)                                             2.2, 2.9, 4.1, 11.1(a)
(c)(2)                                             11.1(a)
(c)(3)                                             11.1(a)
(d)                                                2.9, 11.1(b)
(e)                                                11.1(a)
(f)                                                11.1(a)
315(a)                                             6.1(b)
(b)                                                6.5
(c)                                                6.1(a)
(d)                                                6.2, 6.1(c)
(e)                                                5.13
316(a)last
 sentence                                          1.1
(a)(1)(A)                                          5.11
(a)(1)(B)                                          5.12
(a)(2)                                             Omitted
316(b), (c)                                        5.7
317(a)(1)                                          5.3(b)
(a)(2)                                             5.3(d)
(b)                                                3.3
318(a)                                             11.7
</TABLE>

N.A. means Not Applicable


Note:    This cross reference table shall not, for any purpose, be deemed to be
         part of this Indenture.



<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                   <C>                                                                                      <C>

                                                     ARTICLE I
                                     DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1           Definitions.................................................................................2
SECTION 1.2           Incorporation by Reference of Trust Indenture Act...........................................2

                                                     ARTICLE II
                                                     THE NOTES

SECTION 2.1           Form........................................................................................3
SECTION 2.2           Execution, Authentication and Delivery......................................................3
SECTION 2.3           Temporary Notes.............................................................................5
SECTION 2.4           Registration; Registration of Transfer and Exchange of Notes................................5
SECTION 2.5           Mutilated, Destroyed, Lost or Stolen Notes..................................................6
SECTION 2.6           Persons Deemed Noteholders..................................................................7
SECTION 2.7           Payment of Principal and Interest...........................................................7
SECTION 2.8           Cancellation of Notes.......................................................................9
SECTION 2.9           Release of Collateral.......................................................................9
SECTION 2.10          Book-Entry Notes............................................................................9
SECTION 2.11          Notices to Clearing Agency.................................................................10
SECTION 2.12          Definitive Notes...........................................................................10
SECTION 2.13          Seller as Noteholder.......................................................................11
SECTION 2.14          Tax Treatment..............................................................................11
SECTION 2.15          Special Terms Applicable to the [CLASS A-1] [PRIVATE] Notes................................11

                                                    ARTICLE III
                                                     COVENANTS

SECTION 3.1           Payment of Principal and Interest..........................................................12
SECTION 3.2           Maintenance of Agency Office...............................................................12
SECTION 3.3           Money for Payments To Be Held in Trust.....................................................12
SECTION 3.4           Existence..................................................................................14
SECTION 3.5           Protection of Trust Estate; Acknowledgment of Pledge.......................................14
SECTION 3.6           Opinions as to Trust Estate................................................................15
SECTION 3.7           Performance of Obligations; Servicing of Secured Notes.....................................15
SECTION 3.8           Negative Covenants.........................................................................17
SECTION 3.9           Annual Statement as to Compliance..........................................................17
SECTION 3.10          Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets........................18
SECTION 3.11          Successor or Transferee....................................................................20
</TABLE>



                                        i

<PAGE>   4

<TABLE>
<S>                   <C>                                                                                       <C>
SECTION 3.12          No Other Business..........................................................................20
SECTION 3.13          No Borrowing...............................................................................20
SECTION 3.14          Guarantees, Loans, Advances and Other Liabilities..........................................20
SECTION 3.15          Servicer's Obligations.....................................................................20
SECTION 3.16          Capital Expenditures.......................................................................21
SECTION 3.17          Removal of Administrator...................................................................21
SECTION 3.18          Restricted Payments........................................................................21
SECTION 3.19          Notice of Events of Default................................................................21
SECTION 3.20          Further Instruments and Acts...............................................................21
SECTION 3.21          Indenture Trustee's Assignment of Administrative Secured Notes and Warranty Secured Notes..21
SECTION 3.22          Representations and Warranties by the Issuer to the Indenture Trustee......................22

                                                     ARTICLE IV
                                             SATISFACTION AND DISCHARGE

SECTION 4.1           Satisfaction and Discharge of Indenture....................................................22
SECTION 4.2           Application of Trust Money.................................................................23
SECTION 4.3           Repayment of Monies Held by Paying Agent...................................................24
SECTION 4.4           Duration of Position of Indenture Trustee..................................................24

                                                     ARTICLE V
                                                DEFAULT AND REMEDIES

SECTION 5.1           Events of Default..........................................................................24
SECTION 5.2           Acceleration of Maturity; Rescission and Annulment.........................................25
SECTION 5.3           Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..................26
SECTION 5.4           Remedies; Priorities.......................................................................28
SECTION 5.5           Preservation of Physical Secured Notes.....................................................30
SECTION 5.6           Limitation of Suits........................................................................30
SECTION 5.7           Unconditional Rights of Noteholders To Receive Principal and Interest......................31
SECTION 5.8           Restoration of Rights and Remedies.........................................................31
SECTION 5.9           Rights and Remedies Cumulative.............................................................31
SECTION 5.10          Delay or Omission Not a Waiver.............................................................31
SECTION 5.11          Control by Noteholders.....................................................................31
SECTION 5.12          Waiver of Past Defaults....................................................................32
SECTION 5.13          Undertaking for Costs......................................................................32
SECTION 5.14          Waiver of Stay or Extension Laws...........................................................33
SECTION 5.15          Action on Notes............................................................................33
SECTION 5.16          Performance and Enforcement of Certain Obligations.........................................33
</TABLE>



                                       ii

<PAGE>   5

<TABLE>
<S>                   <C>                                                                                       <C>
                                                     ARTICLE VI
                                               THE INDENTURE TRUSTEE

SECTION 6.1           Duties of Indenture Trustee................................................................34
SECTION 6.2           Rights of Indenture Trustee................................................................35
SECTION 6.3           Indenture Trustee May Own Notes............................................................36
SECTION 6.4           Indenture Trustee's Disclaimer.............................................................36
SECTION 6.5           Notice of Defaults.........................................................................36
SECTION 6.6           Reports by Indenture Trustee to Holders....................................................36
SECTION 6.7           Compensation; Indemnity....................................................................36
SECTION 6.8           Replacement of Indenture Trustee...........................................................37
SECTION 6.9           Merger or Consolidation of Indenture Trustee...............................................38
SECTION 6.10          Appointment of Co-Indenture Trustee or Separate Indenture Trustee..........................38
SECTION 6.11          Eligibility; Disqualification..............................................................39
SECTION 6.12          Preferential Collection of Claims Against Issuer...........................................40
SECTION 6.13          Representations and Warranties of Indenture Trustee........................................40
SECTION 6.14          Indenture Trustee May Enforce Claims Without Possession of Notes...........................41
SECTION 6.15          Suit for Enforcement.......................................................................41
SECTION 6.16          Rights of Noteholders to Direct Indenture Trustee..........................................41

                                                    ARTICLE VII
                                           NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1           Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.....................41
SECTION 7.2           Preservation of Information, Communications to Noteholders.................................42
SECTION 7.3           Reports by Issuer..........................................................................42
SECTION 7.4           Reports by Trustee.........................................................................42

                                                    ARTICLE VIII
                                        ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1           Collection of Money........................................................................43
SECTION 8.2           Designated Accounts; Payments..............................................................43
SECTION 8.3           General Provisions Regarding Accounts......................................................46
SECTION 8.4           Release of Trust Estate....................................................................46
SECTION 8.5           Opinion of Counsel.........................................................................47

                                                     ARTICLE IX
                                              SUPPLEMENTAL INDENTURES

SECTION 9.1           Supplemental Indentures Without Consent of Noteholders.....................................47
SECTION 9.2           Supplemental Indentures With Consent of Noteholders........................................48
SECTION 9.3           Execution of Supplemental Indentures.......................................................50
</TABLE>



                                       iii

<PAGE>   6

<TABLE>
<S>                   <C>                                                                                       <C>
SECTION 9.4           Effect of Supplemental Indenture...........................................................50
SECTION 9.5           Conformity with Trust Indenture Act........................................................50
SECTION 9.6           Reference in Notes to Supplemental Indentures..............................................50

                                                     ARTICLE X
                                                REDEMPTION OF NOTES

SECTION 10.1          Redemption.................................................................................51
SECTION 10.2          Form of Redemption Notice..................................................................51
SECTION 10.3          Notes Payable on Redemption Date...........................................................51

                                                     ARTICLE XI
                                                   MISCELLANEOUS

SECTION 11.1          Compliance Certificates and Opinions, etc..................................................52
SECTION 11.2          Form of Documents Delivered to Indenture Trustee...........................................53
SECTION 11.3          Acts of Noteholders........................................................................54
SECTION 11.4          Notices, etc., to Indenture Trustee, Issuer and Rating Agencies............................55
SECTION 11.5          Notices to Noteholders; Waiver.............................................................55
SECTION 11.6          Alternate Payment and Notice Provisions....................................................56
SECTION 11.7          Conflict with Trust Indenture Act..........................................................56
SECTION 11.8          Other Seller Securitizations Subordinate...................................................56
SECTION 11.9          Effect of Headings and Table of Contents...................................................57
SECTION 11.10         Successors and Assigns.....................................................................57
SECTION 11.11         Separability...............................................................................57
SECTION 11.12         Benefits of Indenture......................................................................57
SECTION 11.13         Legal Holidays.............................................................................57
SECTION 11.14         GOVERNING LAW..............................................................................57
SECTION 11.15         Counterparts...............................................................................58
SECTION 11.16         Recording of Indenture.....................................................................58
SECTION 11.17         No Recourse................................................................................58
SECTION 11.18         No Petition................................................................................58
SECTION 11.19         Inspection.................................................................................59
SECTION 11.20         Indemnification by and Reimbursement of the Servicer.......................................59
</TABLE>


                                    EXHIBITS

        Exhibit A -    Location of Schedule of Secured Notes
        Exhibit B -    Form of Note Depository Agreement
        [EXHIBIT C-    FORM OF ASSET BACKED NOTE]
        [EXHIBIT C-1-  FORM OF FIXED RATE OFFERED CLASS A ASSET BACKED NOTE]
        [EXHIBIT C-2-  FORM OF FLOATING RATE OFFERED CLASS A ASSET BACKED NOTES]
        [EXHIBIT C-3-  FORM OF VARIABLE PAY ASSET BACKED REVOLVING NOTE]
        [EXHIBIT C-4-  FORM OF CLASS A-1 ASSET BACKED NOTE]
        Exhibit D -    Rule 144A Certificate



                                       iv
<PAGE>   7


         INDENTURE, dated as of _________ __, 20___, between CAPITAL AUTO
RECEIVABLES ASSET TRUST 20___-SN[1], a Delaware business trust (the "Issuer"),
and ___________________________, a ________________________, as trustee and not
in its individual capacity (the "Indenture Trustee").

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

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as trustee for the benefit of the Noteholders and (only to the extent expressly
provided herein) the Certificateholders, (a) all of the Issuer's right, title
and interest in, to and under the Secured Notes listed on the Schedule of
Secured Notes which is on file at the locations listed on Exhibit A hereto and
all moneys received thereon after the Cutoff Date; (b) all right, title and
interest of the Issuer in the lien upon, and security interests in, the Vehicles
and Program Leases as described in the Secured Notes; (c) all right, title and
interest of the Issuer in all proceeds attributable to the property described in
clauses (a) and (b), including insurance proceeds and other rights with respect
to the Vehicles and Program Leases under the Termination Value Agreement; (d)
all right, title and interest of the Issuer under any guarantees or similar
obligations relating to all Program Leases and Vehicles as described in the
Secured Notes, or the proceeds thereof; (e) all right, title and interest of the
Issuer to receive payments with respect to Program Leases and after sale or
transfer of a Vehicle pursuant to the terms of the Termination Value Agreement,
all as described in the Secured Notes; (f) all right, title and interest of the
Issuer in any instrument or document relating to the Secured Notes; (g) all
right, title and interest in all funds on deposit from time to time in the
Collection Account, the Note Distribution Account, the Certificate Distribution
Account [AND THE ACCUMULATION ACCOUNT]; (h) all right, title and interest of the
Issuer in, to and under the Trust Sale and Servicing Agreement (including all
rights of Capital Auto Receivables, Inc. ("CARI") under the Pooling and
Servicing Agreement assigned to the Issuer pursuant to the Trust Sale and
Servicing Agreement); [(i) ALL RIGHT, TITLE AND INTEREST OF THE ISSUER IN, TO
AND UNDER ANY THIRD PARTY INSTRUMENT;] and (j) all present and future claims,
demands, causes and chooses 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, voluntary or involuntary, into cash or other liquid property,
all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, investment
property, general intangibles, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure (a) the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and (b)
the payment of the Certificate Balance and interest on, and any other amounts



<PAGE>   8

owing in respect of, the Certificates, equally and ratably without prejudice,
priority or distinction, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture. This Indenture constitutes a
security agreement under the UCC.

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

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 Definitions. Certain capitalized terms used in this
Indenture shall have the respective meanings assigned them in Part I of Appendix
A to the Secured Note Trust Sale and Servicing Agreement (the "Trust Sale and
Servicing Agreement"), dated as of ________ __, 20___, between the Issuer, CARI
and General Motors Acceptance Corporation ("GMAC"). All references in this
Indenture to Articles, Sections, subsections and exhibits are to the same
contained in or attached to this Indenture unless otherwise specified. All terms
defined in this Indenture shall have the defined meanings when used in any
certificate, notice, Note or other document made or delivered pursuant hereto
unless otherwise defined therein. The rules of construction set forth in Part II
of such Appendix A shall be applicable to this Agreement.

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

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" means the Indenture Trustee.



                                       2
<PAGE>   9

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

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

                                   ARTICLE II
                                    THE NOTES

         SECTION 2.1 Form. (a) Each of [THE CLASS A-_ NOTES, ]the Class A-_
Notes and the Class A-3 Notes, together, in each case, with the Indenture
Trustee's certificate of authentication, shall be substantially in the form set
forth in Exhibit C[ EACH OF THE CLASS A-_ NOTES AND THE CLASS A-_ NOTES,
TOGETHER, IN EACH CASE, WITH THE INDENTURE TRUSTEE'S CERTIFICATE OF
AUTHENTICATION, SHALL BE SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT C-2,]
[EACH OF THE VARIABLE PAY REVOLVING NOTES, TOGETHER WITH THE INDENTURE TRUSTEE'S
CERTIFICATE OF AUTHENTICATION, SHALL BE SUBSTANTIALLY IN THE FORM SET FORTH IN
EXHIBIT C-3,] [AND EACH OF THE CLASS A-1 NOTES, TOGETHER WITH THE INDENTURE
TRUSTEE'S CERTIFICATE OF AUTHENTICATION, SHALL BE SUBSTANTIALLY IN THE FORM SET
FORTH IN EXHIBIT C-4,] [IN EACH CASE] with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and each such class may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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

                  (c) The terms of each class of Notes as provided for in
Exhibit C[-1, C-2, C-3 AND C-4] hereto are part of the terms of this Indenture.

         SECTION 2.2 Execution, Authentication and Delivery. (a) Each Note shall
be dated the date of its authentication and shall be issuable as a registered
Note in the minimum denomination of $1,000 and in integral multiples thereof
(except, if applicable, for one Note representing a residual portion of each
class which may be issued in a different denomination).

                  (b) The Notes shall be executed on behalf of the Issuer by any
of its Authorized Officers. The signature of any such Authorized Officer on the
Notes may be manual or facsimile.

                  (c) Notes bearing the manual or facsimile signature of
individuals who were at any time Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals



                                       3
<PAGE>   10

or any of them have ceased to hold such office prior to the authentication and
delivery of such Notes or did not hold such office at the date of such Notes.

                  (d) The Indenture Trustee, in exchange for the Grant of the
Secured Notes and the other components of the Trust, simultaneously with the
Grant to the Indenture Trustee of the Secured Notes, and, if definitive Secured
Notes are issued, the delivery to the Indenture Trustee of the Secured Notes,
shall cause to be authenticated and delivered to or upon the order of the
Issuer, the Notes for original issue in aggregate principal amount of
$____________, comprised of (i) Class A-1 Notes in the aggregate principal
amount of $____________, (ii) Class A-2 Notes in the aggregate principal amount
of $___________, (iii) Class A-3 Notes in the aggregate principal amount of
$_____________ [AND (iv) THE INITIAL VARIABLE PAY REVOLVING NOTE IN THE
AGGREGATE INITIAL PRINCIPAL AMOUNT OF $__________]. The aggregate principal
amount of all Notes outstanding at any time may not exceed $____________ except
as provided in Section 2.5.

                  [(e) ON THE TARGETED FINAL DISTRIBUTION DATE FOR EACH CLASS OF
CLASS A NOTES, AN INCREMENTAL ADVANCE UNDER ANY VARIABLE PAY REVOLVING NOTE MAY
BE OBTAINED AS SET FORTH IN SECTION 2.06 OF THE TRUST SALE AND SERVICING
AGREEMENT. IF THE INCREMENTAL ADVANCE WILL NOT BE OBTAINED FROM THE HOLDER OF AN
OUTSTANDING VARIABLE PAY REVOLVING NOTE, THEN (UPON ORDER OF THE SELLER) THE
ISSUER SHALL EXECUTE AND THE INDENTURE TRUSTEE SHALL CAUSE TO BE AUTHENTICATED
AND DELIVERED AN ADDITIONAL CLASS OF VARIABLE PAY REVOLVING NOTES. EACH SUCH
ORDER SHALL SET FORTH:

                           (i) THE DESIGNATION OF THE PARTICULAR CLASS (WHICH
         SHALL DISTINGUISH SUCH CLASS FROM ALL OTHER CLASSES);

                           (ii) THE AGGREGATE PRINCIPAL AMOUNT OF THE CLASS
         WHICH MAY BE AUTHENTICATED AND DELIVERED UNDER THIS INDENTURE (EXCEPT
         FOR NOTES AUTHENTICATED AND DELIVERED UPON REGISTRATION AND TRANSFER
         OF, OR IN EXCHANGE FOR, OR IN LIEU OF, OTHER NOTES OF SUCH CLASS
         PURSUANT TO THIS INDENTURE);

                           (iii) THE INTEREST RATE FOR SUCH CLASS; AND

                           (iv) ANY OTHER TERMS OR PROVISIONS OF SUCH CLASS
         WHICH SHALL NOT BE INCONSISTENT WITH THE PROVISIONS OF THIS INDENTURE.]

                  (f) No Notes shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Note a certificate of authentication substantially in the form set forth in
Exhibit C[-1], C-2, C-3 OR C-4, AS APPLICABLE], executed by the Indenture
Trustee by the manual signature of one of its Authorized Officers, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.



                                       4
<PAGE>   11

         SECTION 2.3 Temporary Notes. (a) Pending the preparation of Definitive
Notes, if any, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, such Temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations as are consistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

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

         SECTION 2.4 Registration; Registration of Transfer and Exchange of
Notes. (a) The Issuer shall cause to be kept the Note Register, comprising
separate registers for each class of Notes, in which, subject to such reasonable
regulations as the Issuer may prescribe, the Issuer shall provide for the
registration of the Notes and the registration of transfers and exchanges of the
Notes. The Indenture Trustee shall initially be the Note Registrar for the
purpose of registering the Notes and transfers of the Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor Note Registrar or, if it elects not to make such an appointment,
assume the duties of the Note Registrar.

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

                  (c) Upon surrender for registration of transfer of any Note at
the Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes in any authorized denominations, of a like aggregate principal amount.

                  (d) At the option of the Noteholder, Notes may be exchanged
for other Notes of the same class in any authorized denominations, of a like
aggregate principal amount, upon surrender



                                       5
<PAGE>   12

of such Notes to be exchanged at the Corporate Trust Office of the Indenture
Trustee or the Agency Office of the Issuer (and following the delivery, in the
former case, of such Notes to the Issuer by the Indenture Trustee), the Issuer
shall execute, and the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, such Notes which the Noteholder making
the exchange is entitled to receive.

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

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

                  (g) No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Issuer or Indenture
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or
9.6 not involving any transfer.

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

         SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
the Issuer shall execute and upon the Issuer's request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of a like class
and aggregate principal amount; provided, however, that if any such destroyed,
lost or stolen Note, but not a mutilated Note, shall have become or within seven
days shall be due and payable, or shall have been called for redemption, instead
of issuing a replacement Note, the Issuer may make payment to the Holder of



                                       6
<PAGE>   13

such destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date, if applicable, without surrender thereof.

                  (b) If, after the delivery of a replacement Note or payment in
respect of a destroyed, lost or stolen Note pursuant to subsection (a), a bona
fide purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from (i) any Person to whom it was delivered, (ii) the Person taking such
replacement Note from the Person to whom such replacement Note was delivered; or
(iii) any assignee of such Person, except a bona fide purchaser, and the Issuer
and the Indenture Trustee shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

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

                  (d) Any duplicate Note issued pursuant to this Section 2.5 in
replacement for any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be found at any time or be
enforced by any Person, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

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

         SECTION 2.6 Persons Deemed Noteholders. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the Noteholder for
the purpose of receiving payments of principal of and interest on such Note and
for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.

         SECTION 2.7 Payment of Principal and Interest. (a) Interest on each
class of Notes shall accrue in the manner set forth in Exhibit C[-1], C-2, C-3
OR C-4, AS APPLICABLE], at the applicable Interest Rate for such class and will
be due and payable on each Distribution Date in accordance with the priorities
set forth in Section 8.2(c). Any instalment of interest payable on any Note
shall be punctually paid or duly provided for by a deposit by or at the
direction of the Issuer into the Note Distribution Account on the applicable
Distribution Date and shall be paid to the Person in whose name such Note (or
one or more Predecessor Notes) is registered on the applicable Record Date, by



                                       7
<PAGE>   14

check mailed first-class, postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided, however, that, unless and
until Definitive Notes have been issued pursuant to Section 2.12, with respect
to Notes registered on the applicable Record Date in the name of the Note
Depository (initially, Cede & Co.), payment shall be made by wire transfer in
immediately available funds to the account designated by the Note Depository
[PROVIDED, FURTHER, THAT WITH RESPECT TO ANY PRIVATE NOTES, UPON WRITTEN REQUEST
OF THE HOLDER THEREOF, PAYMENT SHALL BE MADE BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO THE ACCOUNT DESIGNATED BY SUCH HOLDER UNTIL FURTHER WRITTEN
NOTICE FROM SUCH HOLDER].

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

                  (c) From and after the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, until such time as all Events of Default have been
cured or waived as provided in Section 5.2(b), all principal payments shall be
allocated pro rata among the Holders of all of the Notes on the basis of the
respective aggregate unpaid principal balances of Notes held by such Holders.

                  (d) With respect to any Distribution Date on which the final
instalment of principal and interest on a class of Notes is to be paid, the
Indenture Trustee shall notify each Noteholder of such class of record as of the
Record Date for such Distribution Date of the fact that the final instalment of
principal of and interest on such Note is to be paid on such Distribution Date.
With respect to any such class of Notes, such notice shall be sent: (i) on such
Record Date by facsimile,



                                       8
<PAGE>   15

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

         SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment,
redemption, exchange or registration of transfer shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 2.8, except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Order that they be destroyed or returned to it; provided, however, that such
Issuer Order is timely and the Notes have not been previously disposed of by the
Indenture Trustee. The Indenture Trustee shall certify to the Issuer upon
request that surrendered Notes have been duly canceled and retained or
destroyed, as the case may be.

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

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

                  (a) the provisions of this Section 2.10 shall be in full force
         and effect;

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



                                       9
<PAGE>   16

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

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

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

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

         SECTION 2.12 Definitive Notes. If: (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes
[(OTHER THAN THE PRIVATE NOTES)] and the Issuer is unable to locate a qualified
successor; (ii) the Administrator, at its option, advises the Indenture Trustee
in writing that it elects to terminate the book-entry system through the
Clearing Agency; or (iii) after the occurrence of an Event of Default or a
Servicer Default, Note Owners representing beneficial interests aggregating at
least a majority of the Outstanding Amount of 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 the Note Owners, then the
Clearing Agency shall notify all Note Owners and the Indenture Trustee of the
occurrence of any such event and of the availability of Definitive Notes to Note
Owners requesting the same. Upon surrender to the Indenture Trustee of the
typewritten Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
or the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders.



                                       10
<PAGE>   17

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

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

         [SECTION 2.15 SPECIAL TERMS APPLICABLE TO THE [CLASS A-1] [PRIVATE]
NOTES. (a) THE [CLASS A-1] [PRIVATE] NOTES HAVE NOT AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION. CONSEQUENTLY, THE [CLASS A-1]
[PRIVATE] NOTES ARE NOT TRANSFERABLE OTHER THAN PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SATISFACTION OF CERTAIN
OTHER PROVISIONS SPECIFIED HEREIN. AN INTEREST IN THE CLASS A-1 NOTES [AND THE
INITIAL VARIABLE PAY REVOLVING NOTE] IS BEING SOLD IN A PRIVATE PLACEMENT ON THE
DATE HEREOF. [EACH ADDITIONAL VARIABLE PAY REVOLVING NOTE, OR AN INTEREST
THEREIN, WILL BE SOLD IN A PRIVATE PLACEMENT PURSUANT TO SECTION 4(2) OF THE
SECURITIES ACT ON OR ABOUT THE DATE OF ISSUANCE THEREOF.] NO SALE, PLEDGE OR
OTHER TRANSFER OF ANY [CLASS A-1] [PRIVATE] NOTE (OR INTEREST THEREIN) AFTER THE
DATE HEREOF MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR
OTHER TRANSFER IS MADE TO A "QUALIFIED INSTITUTIONAL BUYER" THAT EXECUTES A
CERTIFICATE, IN THE FORM ATTACHED HERETO AS EXHIBIT D OR OTHERWISE IN FORM AND
SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER, TO THE EFFECT
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE 144A
UNDER THE SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A UNDER THE SECURITIES
ACT, AND (B) IT IS AWARE THAT THE TRANSFEROR OF SUCH NOTE INTENDS TO RELY ON THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY
RULE 144A UNDER THE SECURITIES ACT, OR (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER
IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT
BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE
INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER,
WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE
TRUSTEE AND THE SELLER, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN
OPINION OF COUNSEL (WHICH WILL NOT BE AT THE EXPENSE OF THE SELLER, THE SERVICER
OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE INDENTURE TRUSTEE
TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT. NEITHER
THE SELLER NOR THE INDENTURE TRUSTEE WILL REGISTER THE [CLASS A-1] [PRIVATE]
NOTES UNDER THE SECURITIES ACT, QUALIFY THE [CLASS A-1] [PRIVATE] NOTES UNDER
THE SECURITIES LAWS OF ANY STATE OR PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER
OR HOLDER THEREOF.



                                       11
<PAGE>   18

                  (b) THE [CLASS A-1] [PRIVATE] NOTES SHALL BE ISSUED IN THE
FORM OF DEFINITIVE NOTES AND SHALL BE IN FULLY REGISTERED FORM. SECTIONS 2.10,
2.11 AND 2.12 OF THIS INDENTURE SHALL NOT APPLY TO THE [CLASS A-1] [PRIVATE]
NOTES.

                  (C) EACH [CLASS A-1] [PRIVATE] NOTE SHALL BEAR A LEGEND TO THE
EFFECT SET FORTH IN SECTION 2.15(a) ABOVE.]

                                   ARTICLE III
                                    COVENANTS

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

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

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

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



                                       12
<PAGE>   19

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

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

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

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

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

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

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

                  (e) Subject to applicable laws with respect to escheat of
funds, any money held by the Indenture Trustee or any Paying Agent in trust for
the payment of any amount due with respect to any Note and remaining unclaimed
for one year after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any such



                                       13
<PAGE>   20

payment, may at the expense of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining shall be paid to the Issuer. The Indenture
Trustee may also adopt and employ, at the expense of the Issuer, any other
reasonable means of notification of such payment (including, but not limited to,
mailing notice of such payment to Holders whose Notes have been called but have
not been surrendered for redemption or whose right to or interest in monies due
and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

         SECTION 3.4 Existence. The Issuer shall 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 shall keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and shall obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

         SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge. (a)
The Issuer shall from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and shall take such
other action necessary or advisable to:


                           (i) maintain or preserve the lien and security
         interest (and the priority thereof) of this Indenture or carry out more
         effectively the purposes hereof, including by making the necessary
         filings of financing statements or amendments thereto within 60 days
         after the occurrence of any of the following and by promptly notifying
         the Indenture Trustee of any such filings: (A) any change in the
         Issuer's name, (B) any change in the location of the Issuer's principal
         place of business, (C) any merger or consolidation or other change in
         the Issuer's identity or organizational structure or in the
         jurisdiction in which the Issuer is located for purposes of the UCC and
         (D) any other change or occurrence that would make any financing
         statement or amendment seriously misleading within the meaning of
         Section 9-402(7) of the UCC.


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

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



                                       14
<PAGE>   21

                           (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;

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

                  (b) The Indenture Trustee acknowledges the pledge by the
Seller to the Indenture Trustee pursuant to Section 4.07(c) of the Trust Sale
and Servicing Agreement of (i) all of the Seller's right, title and interest in
and to the Reserve Account Property in order to provide for the payment to the
Noteholders, the Certificateholders and the Servicer in accordance with Sections
4.06(c) and (d) of the Trust Sale and Servicing Agreement, to assure
availability of the amounts maintained in the Reserve Account for the benefit of
the Noteholders, the Certificateholders and the Servicer, and as security for
the performance by the Seller of its obligations under the Trust Sale and
Servicing Agreement.

         SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
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 August 15 in each calendar year, beginning
August 15, 20___, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the 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 August 15,
20___ in the following calendar year.

         SECTION 3.7 Performance of Obligations; Servicing of Secured Notes. (a)
The Issuer shall not take any action and shall use its reasonable efforts not to
permit any action to be taken by others that would release any Person from any
of such Person's material covenants or obligations under any instrument or
agreement included in the Trust Estate or that would result in the amendment,



                                       15
<PAGE>   22

hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
otherwise expressly provided in this Indenture, the Trust Sale and Servicing
Agreement, the Pooling and Servicing Agreement, the Administration Agreement or
such other instrument or agreement.

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

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

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

                  (e) Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the rights
of the Indenture Trustee hereunder, the Issuer agrees that it shall not, without
the prior written consent of the Indenture Trustee or the Holders of at least a
majority in Outstanding Amount of the Notes, as applicable in accordance with
the terms thereof, amend, modify, waive, supplement, terminate or surrender, or
agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral or any of the Basic Documents, or
waive timely performance or observance by the Servicer or the Seller under the
Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the
Administrator under the Administration Agreement or GMAC under the Pooling and
Servicing Agreement. If any such amendment, modification, supplement or waiver
shall be so consented to by the Indenture Trustee or such Holders, as
applicable, the Issuer agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances.



                                       16
<PAGE>   23

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

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

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

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

                  (d) either (i) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to be
         amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations with
         respect to the Notes under this Indenture except as may be expressly
         permitted hereby, (ii) permit any lien, charge, excise, claim, security
         interest, mortgage or other encumbrance (other than the lien of this
         Indenture) to be created on or extend to or otherwise arise upon or
         burden the Trust Estate or any part thereof or any interest therein or
         the proceeds thereof (other than personal property tax liens,
         mechanics' liens and other liens that arise by operation of law, in
         each case on a Vehicle related to a Program Lease and arising solely as
         a result of an action or omission of the related Lessee), or (iii)
         permit the lien of this Indenture not to constitute a valid first
         priority security interest in the Trust Estate (other than with respect
         to any such personal property tax, mechanics' or other lien).

         SECTION 3.9 Annual Statement as to Compliance. The Issuer shall deliver
to the Indenture Trustee, on or before August 15 of each year, beginning August
15, 20___, an Officer's Certificate signed by an Authorized Officer, dated as of
June 30 of such year, stating that:

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



                                       17
<PAGE>   24

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

         SECTION 3.10 Consolidation, Merger, etc., of Issuer; Disposition of
Trust Assets. (a) The Issuer shall not consolidate or merge with or into any
other Person, unless:

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

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

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

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

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

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

                           (2) that such consolidation or merger and such
                  supplemental indenture shall have no material adverse tax
                  consequence to the Issuer or any Noteholder or
                  Certificateholder; and

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



                                       18
<PAGE>   25

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

                  (i) the Person that acquires such properties or assets of the
         Issuer (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
         and (B) by an indenture supplemental hereto, executed and delivered to
         the Indenture Trustee, in form satisfactory to the Indenture Trustee:

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

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

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

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

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

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

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

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

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



                                       19
<PAGE>   26

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

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

         SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture 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), the Issuer shall be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee from the Person acquiring such assets and
properties stating that the Issuer is to be so released.

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

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

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

         SECTION 3.15 Servicer's Obligations. The Issuer shall use its best
efforts to cause the Servicer to comply with its obligations under Section 3.09
of the Pooling and Servicing Agreement and Sections 4.01 and 4.02 of the Trust
Sale and Servicing Agreement.



                                       20
<PAGE>   27

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

         SECTION 3.17 Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such
removal.

         SECTION 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the Notes, so long as any Notes are Outstanding,
the Issuer shall not, directly or indirectly:

         (a) pay any dividend or make any distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
to the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise, in each case with respect to any ownership or equity interest or
similar security in or of the Issuer or to the Servicer;

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

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

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

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

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

         SECTION 3.21 Indenture Trustee's Assignment of Administrative Secured
Notes and Warranty Secured Notes. Upon receipt of the Administrative Purchase
Payment or the Warranty Payment with respect to an Administrative Secured Note
or a Warranty Secured Note, as the case



                                       21
<PAGE>   28

may be, the Indenture Trustee shall assign, without recourse, representation or
warranty, to the Servicer or the Warranty Purchaser, as the case may be, all the
Indenture Trustee's right, title and interest in and to such repurchased Secured
Note, all monies due thereon, the security interest in the related Lease Asset,
proceeds from any insurance policies and any documents relating thereto, such
assignment being an assignment outright and not for security; and the Servicer
or the Warranty Purchaser, as applicable, shall thereupon own such Secured Note,
and all such security and documents, free of any further obligation to the
Indenture Trustee, the Noteholders or the Certificateholders with respect
thereto. If in any enforcement suit or legal proceeding it is held that the
Servicer may not enforce a Secured Note on the ground that it is not a real
party in interest or a holder entitled to enforce the Secured Note, the
Indenture Trustee shall, at the Servicer's expense, take such steps as the
Servicer deems necessary to enforce the Secured Note, including bringing suit in
the Indenture Trustee's name or the names of the Noteholders or the
Certificateholders.

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

                  (a) Good Title. No Secured Note has been sold, transferred,
         assigned or pledged by the Issuer to any Person other than the
         Indenture Trustee; immediately prior to the conveyance of the Secured
         Notes pursuant to this Indenture, the Issuer had good and marketable
         title thereto, free of any Lien; and, upon execution and delivery of
         this Indenture by the Issuer, the Indenture Trustee shall have all of
         the right, title and interest of the Issuer in, to and under the
         Secured Notes, the unpaid indebtedness evidenced thereby and the
         collateral security therefor, free of any Lien; and

                  (b) First Perfected Security Interest. All filings (including,
         UCC filings) shall have been made and all actions shall have been taken
         necessary in any jurisdiction to give the Indenture Trustee a first
         perfected security interest in the Secured Notes.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

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



                                       22
<PAGE>   29

                  (a) either:

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

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

                                    (A) have become due and payable,

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

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

         and the Issuer, in the case of (A), (B) or (C) of Section 4.1(a)(2)
         above, has irrevocably deposited or caused to be irrevocably deposited
         with the Indenture Trustee cash or direct obligations of or obligations
         guaranteed by the United States of America (which will mature prior to
         the date such amounts are payable), in trust for such purpose, in an
         amount sufficient to pay and discharge the entire unpaid principal and
         accrued interest on such Notes not theretofore delivered to the
         Indenture Trustee for cancellation when due on the Final Scheduled
         Distribution Date for such Notes or the Redemption Date for such Notes
         (if such Notes have been called for redemption pursuant to Section
         10.1), as the case may be;

                  (b) the Issuer has paid or caused to be paid all other sums
         payable hereunder by the Issuer [OR UNDER ANY THIRD PARTY INSTRUMENT];
         and

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

         SECTION 4.2 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the



                                       23
<PAGE>   30

provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent, as the Indenture Trustee may determine, to the Holders
of the particular Notes for the payment or redemption of which such monies have
been deposited with the Indenture Trustee, of all sums due and to become due
thereon for principal and interest [AND TO PAYMENT OF ANY OTHER SECURED PARTY OR
ANY HOLDER OF ANY THIRD PARTY INSTRUMENT OF ALL SUMS, IF ANY, DUE OR TO BECOME
DUE TO ANY OTHER SECURED PARTY OR ANY HOLDER OF ANY THIRD PARTY INSTRUMENT UNDER
AND IN ACCORDANCE WITH THIS INDENTURE]; but such monies need not be segregated
from other funds except to the extent required herein or in the Trust Sale and
Servicing Agreement or required by law.

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

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

                                    ARTICLE V
                              DEFAULT AND REMEDIES

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

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

                  (b) except as set forth in Section 5.1(c), failure to pay any
         instalment of the principal of any Note as and when the same becomes
         due and payable, and such default continues unremedied for a period of
         30 days after there shall have been given, by registered or certified
         mail, to the Servicer by the Indenture Trustee or to the Servicer and
         the Indenture Trustee by the Holders of not less than 25% of the
         Outstanding Amount of the Notes, a written notice specifying such
         default and demanding that it be remedied and stating that such notice
         is a "Notice of Default" hereunder; or



                                       24
<PAGE>   31

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

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

                  (e) the filing of a decree or order for relief by a court
         having jurisdiction in the premises in respect of the Issuer or any
         substantial part of the Trust Estate in an involuntary case under any
         applicable federal or state bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator or similar official of the
         Issuer or for any substantial part of the Trust Estate, or ordering the
         winding-up or liquidation of the Issuer's affairs, and such decree or
         order shall remain unstayed and in effect for a period of 90
         consecutive days; or

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

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

         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. (a) If
an Event of Default should occur and be continuing, then and in every such case,
unless the principal amount of the Notes shall have already become due and
payable, either the Indenture Trustee or the Holders of Notes representing not
less than a majority of the Outstanding Amount of the Notes may declare all the
Notes to be immediately due and payable, by a notice in writing to the Issuer
(and to the Indenture Trustee if given by the Noteholders) setting forth the
Event or Events of Default, and upon



                                       25
<PAGE>   32

any such declaration the unpaid principal amount of such Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

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

         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if an Event of Default under
Sections 5.1(a), (b) or (c) occurs and such Event of Default has not been waived
pursuant to Section 5.12, the Issuer shall, upon demand of the Indenture
Trustee, pay to the Indenture Trustee, for the ratable benefit of the
Noteholders in accordance with their respective outstanding principal amounts,
the whole amount then due and payable on such Notes for principal and interest,
with interest upon the overdue principal, at the rate borne by the Notes and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

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

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



                                       26
<PAGE>   33

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

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

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

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

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

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



                                       27
<PAGE>   34

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

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

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

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

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

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

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

                            (iv) sell the Trust Estate or any portion thereof or
                  rights or interest therein, at one or more public or private
                  sales called and conducted in any manner permitted by law or
                  elect to not have the Secured Notes issued in definitive form
                  pursuant to the COLT Acknowledgment and continue to apply
                  collections on such Secured Notes as if there had been no
                  declaration of acceleration; provided, however, that the
                  Indenture Trustee may not sell or otherwise liquidate the
                  Trust Estate following an



                                       28
<PAGE>   35


                  Event of Default and acceleration of the Notes, unless:
                  (i)(A) the Holders of all of the aggregate Outstanding Amount
                  of the Notes consent thereto (and if such Event of Default
                  results under Section 5.1(d) of this Indenture, the Holders of
                  Certificates representing all of the Voting Interests also
                  consent thereto), or (B) the proceeds of such sale or
                  liquidation distributable to the Noteholders and the
                  Certificateholders are sufficient to discharge in full the
                  principal of and the accrued interest on the Notes and an
                  amount in respect of the Certificates equal to the Certificate
                  Balance and the Certificateholders Interest Distributable
                  Amount, each at the date of such sale or liquidation, or (C)
                  (x) there has been an Event of Default under Section 5.1(a),
                  (b) or (c) or otherwise arising from a failure to make a
                  required payment of principal on any Notes, (y) the Indenture
                  Trustee determines that the Trust Estate will not continue to
                  provide sufficient funds for the payment of principal of and
                  interest on the Notes as and when they would have become due
                  if the Notes had not been declared due and payable, and (z)
                  the Indenture Trustee obtains the consent of Holders of a
                  majority of the aggregate Outstanding Amount of the Notes; and
                  (ii) 10 days' prior written notice of sale or liquidation has
                  been given to the Rating Agencies; provided, further, that any
                  sale or disposition of less than all of the Secured Notes
                  constituting the Trust Estate shall be made in blocks of at
                  least the greater of (1) $50,000,000 in aggregate Secured Note
                  Value of Secured Notes and (2) 300 Secured Notes. In
                  determining such sufficiency or insufficiency with respect
                  to clauses (i)(B) and (i)(C)(y) of the first proviso in this
                  subparagraph, the Indenture Trustee may, but need not,
                  obtain and rely upon an opinion of an Independent investment
                  banking or accounting firm of national reputation as to the
                  feasibility of such proposed action and as to the sufficiency
                  of the Trust Estate for such purpose.


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

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

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

                  The Indenture Trustee may fix a record date and payment date
         for any payment to Noteholders pursuant to this Section 5.4. At least
         15 days before such record date, the Indenture Trustee 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.



                                       29
<PAGE>   36

         SECTION 5.5 Preservation of Definitive Secured Notes. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled in accordance with Section 5.2(b), pursuant to the COLT Acknowledgment
and this Indenture, the Indenture Trustee may, but need not, elect to cause
definitive Secured Notes to be issued, take possession of such definitive
Secured Notes and 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 take and maintain possession of the Trust Estate. In determining
whether to take and maintain possession of definitive Secured Notes and maintain
possession of the Trust Estate, the Indenture Trustee may, but need not, obtain
and rely upon an opinion of an Independent investment banking or accounting firm
of national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Trust Estate for such purpose.

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

                  (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 Notes 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 to be incurred in complying with such request;

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

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

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



                                       30
<PAGE>   37

of this Section 5.6, each and every Noteholder shall be entitled to such relief
as can be given either at law or in equity.

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

         SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and interest on, such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, if applicable, on or after the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

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

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

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

         SECTION 5.11 Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Notes shall, subject to provision being made for
indemnification against costs, expenses and liabilities in a form satisfactory
to the Indenture Trustee, have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture



                                       31
<PAGE>   38

Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided, however, 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 5.4, any
         direction to the Indenture Trustee to sell or liquidate the Trust
         Estate shall be by the Holders of Notes representing not less than 100%
         of the Outstanding Amount of the Notes;

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

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

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

         SECTION 5.12 Waiver of Past Defaults. (a) Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of not less than a majority of the Outstanding Amount of the Notes may
waive any past Default or Event of Default and its consequences except a Default
(i) in the payment of principal of or interest on any of the Notes or (ii) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Note. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Noteholders shall be restored to their
respective former positions and rights hereunder; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereto.

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

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



                                       32
<PAGE>   39

the costs of such Proceeding, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such Proceeding, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section 5.13 shall not apply to:

                  (a) any Proceeding instituted by the Indenture Trustee;

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

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

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

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

         SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer agrees to take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Seller and the Servicer of their respective obligations to the Issuer
under or in connection with the Trust Sale and Servicing Agreement and the
Pooling and Servicing Agreement or by GMAC of its obligations under or in
connection with the Pooling and Servicing Agreement in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Trust Sale and
Servicing Agreement and the Pooling and Servicing Agreement to the extent and in
the



                                       33
<PAGE>   40

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 their respective obligations
under the Trust Sale and Servicing Agreement and the Pooling and Servicing
Agreement.

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

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

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

         SECTION 6.1 Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

                  (i) the Indenture Trustee undertakes to perform such duties
         and only such duties as are specifically set forth in this Indenture
         and the Trust Sale and Servicing Agreement and no implied covenants or
         obligations shall be read into this Indenture, the Trust Sale and
         Servicing Agreement or any other Basic Document against the Indenture
         Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and conforming to the
         requirements of this Indenture; provided, however, that the Indenture
         Trustee shall examine



                                       34
<PAGE>   41

         the certificates and opinions to determine whether or not they conform
         to the requirements of this Indenture.

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

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

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

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

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

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

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

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

         SECTION 6.2 Rights of Indenture Trustee. (a) The Indenture Trustee may
rely on any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Indenture Trustee need not investigate any
fact or matter stated in the document.

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

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



                                       35
<PAGE>   42

or for the supervision of, any such agent, attorney, custodian or nominee
appointed with due care by it hereunder.

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

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

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

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

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

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

         SECTION 6.7 Compensation; Indemnity. (a) The Issuer shall cause the
Servicer pursuant to Section 3.08 of the Pooling and Servicing Agreement to pay
to the Indenture Trustee from time to time reasonable compensation for its
services. The Indenture Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Issuer shall cause the
Servicer pursuant to Section 3.08 of the Pooling and Servicing Agreement to
reimburse the Indenture



                                       36
<PAGE>   43

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

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

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

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

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

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

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

         (b) If the Indenture Trustee gives notice of its intent to resign or is
removed or if a vacancy exists in the office of the Indenture Trustee for any
reason (the Indenture Trustee in such event being referred to herein as the
retiring Indenture Trustee), the Issuer shall promptly appoint and designate a
successor Indenture Trustee.

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



                                       37
<PAGE>   44

         (d) If a successor Indenture Trustee does not take office within 60
days after the Indenture Trustee gives notice of its intent to resign or is
removed, the retiring Trustee, the Issuer or the Holders of a majority of the
Outstanding Amount of the Notes may petition any court of competent jurisdiction
for the appointment and designation of a successor Indenture Trustee.

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

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

         SECTION 6.9 Merger or Consolidation of Indenture Trustee. (a) Any
corporation into which the Indenture Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Indenture Trustee shall be a party, or any corporation succeeding
to the corporate trust business of the Indenture Trustee, shall be the successor
of the Indenture Trustee under this Indenture; provided, however, that such
corporation shall be eligible under the provisions of Section 6.11, without the
execution or filing of any instrument or any further act on the part of any of
the parties to this Indenture, anything in this Indenture to the contrary
notwithstanding.

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

         SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate or any Vehicle related to a Program Lease may
at the time be located, the Indenture Trustee shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders and (only to the extent
expressly provided herein) the Certificateholders, such title to the Trust
Estate, or any part hereof, and, subject to the other provisions of this Section
6.10, such powers, duties, obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. No



                                       38
<PAGE>   45

co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.

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

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

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

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

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

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

         SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and



                                       39
<PAGE>   46

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

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

         SECTION 6.13 Representations and Warranties of Indenture Trustee. The
Indenture Trustee represents and warrants as of the Closing Date that:

         (a) the Indenture Trustee (i) is a _____________________ duly
organized, validly existing and in good standing under the laws of
____________________ and (ii) satisfies the eligibility criteria set forth in
Section 6.11;

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

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

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

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



                                       40
<PAGE>   47

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

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

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

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished by the Servicer
to the Indenture Trustee (a) not more than five days before each Distribution
Date a list, in such form as the Indenture Trustee may reasonably require, of
the names and addresses of the Holders of Notes as of the close of business on
the related Record Date, and (b) at such other times as the Indenture Trustee
may request in writing, within 14 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than 10 days
prior to the time such list is furnished; provided, however,



                                       41
<PAGE>   48

that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished.

         SECTION 7.2 Preservation of Information, Communications to Noteholders.
(a) The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.1
and the names and addresses of Holders of Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.

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

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

         SECTION 7.3 Reports by Issuer. (a) The Issuer shall:

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

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

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

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

         SECTION 7.4 Reports by Trustee. (a) If required by TIA Section 313(a),
within 60 days after each February 1, beginning with February 1, 20___ Indenture
Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief
report dated as of such date that complies with TIA Section 313(a).



                                       42
<PAGE>   49

The Indenture Trustee also shall comply with TIA Section 313(b). A copy of any
report delivered pursuant to this Section 7.4(a) shall, at the time of its
mailing to Noteholders, be filed by the Indenture Trustee with the Commission
and each stock exchange, if any, on which the Notes are listed. The Issuer shall
notify the Indenture Trustee if and when the Notes are listed on any stock
exchange.

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

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

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

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

                  (i) The Aggregate Noteholders' Interest Distributable Amount
         shall be applied to each class of Notes in an amount equal to the
         Noteholders' Interest Distributable Amount



                                       43
<PAGE>   50

         for such class of Notes for such Distribution Date; provided, however,
         that if there are not sufficient funds in the Note Distribution Account
         to so apply the entire Aggregate Noteholders' Interest Distributable
         Amount, the amount available in the Note Distribution Account for such
         purpose shall be applied to each class of Notes pro rata on the basis
         of the respective amount otherwise to be applied to such class pursuant
         to this clause (i). The amount so applied to each class of Notes shall
         be paid to the Holders thereof on such Distribution Date.

                  (ii) Unless otherwise provided in clause (iii) below, an
         amount equal to the Aggregate Noteholders' Principal Distributable
         Amount shall be applied to each class of Notes in the following amounts
         and in the following order of priority and any amount so applied shall
         be paid on such Distribution Date to the Holders of such class of
         Notes:

                           [(1)     FIRST, TO THE CLASS A-1 NOTES, UNTIL THE
                                    OUTSTANDING AMOUNT ATTRIBUTABLE TO SUCH
                                    CLASS IS REDUCED TO ZERO;

                           (2)      SECOND, TO THE CLASS A-2 NOTES, UNTIL THE
                                    OUTSTANDING AMOUNT ATTRIBUTABLE TO SUCH
                                    CLASS IS REDUCED TO ZERO; AND

                           (3)      THIRD, TO THE CLASS A-3 NOTES, UNTIL THE
                                    OUTSTANDING AMOUNT ATTRIBUTABLE TO SUCH
                                    CLASS IS REDUCED TO ZERO.]

                  (A)      EXCEPT DURING A SEQUENTIAL AMORTIZATION PERIOD:

                           (1)      ON EACH DISTRIBUTION DATE THAT IS NOT A
                                    TARGETED FINAL DISTRIBUTION DATE FOR ANY
                                    CLASS OF CLASS A NOTES,

                                    (x)      TO THE VARIABLE PAY REVOLVING NOTES
                                             AS SET FORTH IN CLAUSE (iv) BELOW,
                                             UNTIL THE OUTSTANDING AMOUNT
                                             ATTRIBUTABLE TO ALL VARIABLE PAY
                                             REVOLVING NOTES IS REDUCED TO ZERO,
                                             AND

                                    (y)      THE REMAINDER, IF ANY, TO THE
                                             ACCUMULATION ACCOUNT.

                           (2)      ON EACH DISTRIBUTION DATE THAT IS THE
                                    TARGETED FINAL DISTRIBUTION DATE FOR A CLASS
                                    OF CLASS A NOTES,

                                    (x)      FIRST, TO SUCH CLASS OF CLASS A
                                             NOTES, UNTIL THE OUTSTANDING AMOUNT
                                             ATTRIBUTABLE TO SUCH CLASS IS
                                             REDUCED TO ZERO;

                                    (y)      SECOND, TO THE VARIABLE PAY
                                             REVOLVING NOTES AS SET FORTH IN
                                             CLAUSE (iv) BELOW, UNTIL THE
                                             OUTSTANDING AMOUNT ATTRIBUTABLE TO
                                             ALL VARIABLE PAY REVOLVING NOTES IS
                                             REDUCED TO ZERO; AND



                                       44
<PAGE>   51

                                    (z)      THE REMAINDER, IF ANY, TO THE
                                             ACCUMULATION ACCOUNT SO LONG AS ANY
                                             NOTE IS OUTSTANDING.

                  (B) DURING A CURABLE SEQUENTIAL AMORTIZATION PERIOD, TO THE
         CLASS OF CLASS A NOTES, THE OUTSTANDING AMOUNT OF WHICH WAS NOT REDUCED
         TO ZERO ON ITS FINAL TARGETED DISTRIBUTION DATE AND THE VARIABLE PAY
         REVOLVING NOTES, PRO RATA, BASED UPON THE NOTEHOLDERS' PRINCIPAL
         DISTRIBUTABLE AMOUNT FOR SUCH CLASS OF CLASS A NOTES AND THE
         NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT FOR ALL VARIABLE PAY
         REVOLVING NOTES, AS FOLLOWS:

                           (1)      PAYMENTS ALLOCABLE TO SUCH CLASS OF CLASS A
                                    NOTES SHALL BE PAID TO SUCH CLASS UNTIL THE
                                    OUTSTANDING AMOUNT ATTRIBUTABLE TO SUCH
                                    CLASS IS REDUCED TO ZERO; AND

                           (2)      PAYMENTS ALLOCABLE TO THE VARIABLE PAY
                                    REVOLVING NOTES SHALL BE APPLIED AS SET
                                    FORTH IN CLAUSE (iv) BELOW.

                  (C) DURING AN EXTENDED SEQUENTIAL AMORTIZATION PERIOD, TO THE
         CLASS A NOTES AND THE VARIABLE PAY REVOLVING NOTES, PRO RATA, BASED
         UPON THE AGGREGATE OUTSTANDING AMOUNT OF ALL CLASS A NOTES AND THE
         AGGREGATE OUTSTANDING AMOUNT OF ALL VARIABLE PAY REVOLVING NOTES AS
         FOLLOWS:

                           (1)      PAYMENTS ALLOCABLE TO THE CLASS A NOTES
                                    SHALL BE APPLIED TO EACH CLASS OF CLASS A
                                    NOTES IN THE FOLLOWING AMOUNTS AND IN THE
                                    FOLLOWING ORDER OF PRIORITY:

                                    (v)      FIRST, TO THE CLASS A-1 NOTES,
                                             UNTIL THE OUTSTANDING AMOUNT OF THE
                                             CLASS A-1 NOTES IS REDUCED TO ZERO;

                                    (w)      SECOND, TO THE CLASS A-2 NOTES,
                                             UNTIL THE OUTSTANDING AMOUNT OF THE
                                             CLASS A-2 NOTES IS REDUCED TO ZERO;
                                             AND

                                    (x)      THIRD, TO THE CLASS A-3 NOTES,
                                             UNTIL THE OUTSTANDING AMOUNT OF THE
                                             CLASS A-3 NOTES IS REDUCED TO ZERO.

                           (2)      PAYMENTS ALLOCABLE TO THE VARIABLE PAY
                                    REVOLVING NOTES SHALL BE APPLIED AS SET
                                    FORTH IN CLAUSE (iv) BELOW.]

                  (iii) If the Notes have been declared immediately due and
         payable following an Event of Default as provided in Section 5.2, until
         such time as all Events of Default have been cured or waived as
         provided in Section 5.2(b), any amounts remaining in the Note
         Distribution Account [OR THE ACCUMULATION ACCOUNT] after the
         applications described in Section 8.2(c)(i) and any amounts then on
         deposit or deposited into the Note Distribution



                                       45
<PAGE>   52

         Account [OR THE ACCUMULATION ACCOUNT] thereafter shall be applied to
         the repayment of principal on each class of the Notes pro rata on the
         basis of the respective unpaid principal amount of each such Note and
         paid to the Holders thereof on such Distribution Date.

                  (iv) [PAYMENTS ALLOCABLE TO THE VARIABLE PAY REVOLVING NOTES
         PURSUANT TO CLAUSE (ii) ABOVE SHALL BE APPLIED TO EACH CLASS OF
         VARIABLE PAY REVOLVING NOTES SEQUENTIALLY ACCORDING TO DATE OF
         ISSUANCE, SUCH THAT NO PAYMENTS WILL BE MADE TO ANY CLASS OF VARIABLE
         PAY REVOLVING NOTES UNTIL THE OUTSTANDING AMOUNTS ON ALL CLASSES OF
         VARIABLE PAY REVOLVING NOTES WHICH WERE ISSUED EARLIER IN TIME HAVE
         BEEN REDUCED TO ZERO.]

         SECTION 8.3 General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Designated Accounts shall be invested in Eligible
Investments and reinvested by the Indenture Trustee upon Issuer Order, subject
to the provisions of Section 5.01(b) of the Trust Sale and Servicing Agreement.
The Issuer shall not direct the Indenture Trustee to make any investment of any
funds or to sell any investment held in any of the Designated Accounts unless
the security interest granted and perfected in such account shall continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Indenture Trustee to make any such investment or sale, if requested by
the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

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

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

         SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the



                                       46
<PAGE>   53

Indenture Trustee's interest in the same, in a manner and under circumstances
that are consistent with the provisions of this Indenture. No party relying upon
an instrument executed by the Indenture Trustee as provided in this Article VIII
shall be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7
have been paid [AND ALL AMOUNTS OWING UNDER EACH THIRD PARTY INSTRUMENT HAVE
BEEN PAID], release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Designated Accounts.
The Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

         SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action shall not materially and
adversely impair the security for the 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.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

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

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



                                       47
<PAGE>   54

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

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

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

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

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

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

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

         SECTION 9.2 Supplemental Indentures With Consent of Noteholders. (a)
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating Agencies and with the consent of the
Holders of not less than a majority of the Outstanding Amount of the 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, changing in any manner, or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Noteholders
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby:



                                       48
<PAGE>   55

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

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

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

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

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

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Distribution Date
         (including the calculation of any of the individual components of such
         calculation), or modify or alter the provisions of the Indenture
         regarding the voting of Notes held by the Issuer, the Seller or any
         Affiliate of either of them; or

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

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



                                       49
<PAGE>   56

upon which such supplemental indenture becomes effective. The Indenture Trustee
shall not be liable for any such determination made in good faith.

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

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

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

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

         SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the TIA as then in effect so
long as this Indenture shall then be qualified under the TIA.

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



                                       50
<PAGE>   57

                                    ARTICLE X
                               REDEMPTION OF NOTES

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

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

         (b) All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the applicable Redemption Price; and

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

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

         SECTION 10.3 Notes Payable on Redemption Date. The Redeemable Notes
shall, following notice of redemption as required by Section 10.2, on the
Redemption Date cease to be Outstanding for purposes of this Indenture and shall
thereafter represent only the right to receive the applicable Redemption Price
and (unless the Issuer shall default in the payment of such Redemption



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<PAGE>   58

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

                                   ARTICLE XI
                                  MISCELLANEOUS

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

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

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

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



                                       52
<PAGE>   59

         (d) 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 (c) above, the Issuer shall also deliver
to the Indenture Trustee an Independent Certificate as to the same matters, if
the fair value to the Issuer of the securities to be so deposited and of all
other such securities made on the basis of any such withdrawal or release since
the commencement of the then current fiscal year of the Issuer, as set forth in
the certificates delivered pursuant to clause (c) above and this clause (d), 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.

         (e) Other than with respect to the release of any Warranty Secured
Notes, Administrative Secured Notes or Liquidating Secured Notes, 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.

         (f) Whenever the Issuer is required to furnish to the Indenture Trustee
an Officer's Certificate certifying or stating the opinion of any signatory
thereof as to the matters described in clause (e) 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, other than Warranty Secured Notes,
Administrative Secured Notes and Liquidating Secured Notes, or securities and of
all other property 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 (e) above and this clause (f), 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.

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

         SECTION 11.2 Form of Documents Delivered to Indenture Trustee. (a) In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to



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<PAGE>   60

other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

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

         SECTION 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders or a class of Noteholders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Noteholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Indenture Trustee and the Issuer, if made in the manner provided in this
Section 11.3.

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



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<PAGE>   61

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

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

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

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

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

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

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

         SECTION 11.5 Notices to Noteholders; Waiver. (a) Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if it is in
writing and mailed, first-class, postage prepaid to each Noteholder affected by
such event, at such Person's address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. If notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.



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<PAGE>   62

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

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

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

         SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee shall cause payments to be made
and notices to be given in accordance with such agreements.

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

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

         SECTION 11.8 Other Seller Securitizations Subordinate. Any of the
covenants set forth in Section 11.18 of the Indenture Trustee, each Noteholder
and each Note Owner is prohibited by, or declared illegal or otherwise
unenforceable against the Indenture Trustee or any such Noteholder or Note Owner
under applicable law by any court or other authority of competent jurisdiction,
and, as a result, the Indenture Trustee or a Noteholder or Note Owner is deemed
to have an interest in any assets of the Seller or any Affiliate of the Seller
other than the Issuer ("other assets"), the Indenture Trustee and each
Noteholder and Note Owner agrees that (i) its claim against any such other
assets shall be, and hereby is, subject and subordinate in all respects to the
rights of other Persons to whom rights in the other assets have been expressly
granted ("entitled Persons"), including to the payment in full of all amounts
owing to such entitled Persons, and (ii) the covenant



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<PAGE>   63

set forth in the preceding clause (i) constitutes a "subordination agreement"
within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

         SECTION 11.9 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 11.10 Successors and Assigns. (a) All covenants and agreements
in this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not.

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

         SECTION 11.11 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 11.12 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, the Noteholders, the Certificateholders
(only to the extent expressly provided herein) 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. [THE HOLDER OF A THIRD PARTY INSTRUMENT SHALL BE A THIRD-PARTY
BENEFICIARY TO THIS AGREEMENT ONLY TO THE EXTENT THAT IT HAS ANY RIGHTS
SPECIFIED HEREIN OR RIGHTS WITH RESPECT TO THIS INDENTURE SPECIFIED UNDER THE
SWAP COUNTERPARTY RIGHTS AGREEMENT.]

         SECTION 11.13 Legal Holidays. If the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
Notes or this Indenture) payment need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date on which nominally due, and no interest shall accrue for the period
from and after any such nominal date.


         SECTION 11.14 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




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<PAGE>   64

         SECTION 11.15 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 11.16 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the 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 11.17 No Recourse. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against:

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

                  (ii)     any owner of a beneficial interest in the Issuer; or

                  (iii)    any partner, owner, beneficiary, agent, officer,
                           director, employee or agent of the 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 (or any of
                           their successors or assigns), except as any such
                           Person may have expressly agreed (it being understood
                           that the Indenture Trustee and the Owner Trustee have
                           no such obligations in their individual capacity) and
                           except that any such partner, owner or beneficiary
                           shall be fully liable, to the extent provided by
                           applicable law, for any unpaid consideration for
                           stock, unpaid capital contribution or failure to pay
                           any instalment or call owing to such entity. For all
                           purposes of this Indenture, in the performance of any
                           duties or obligations of the Issuer hereunder, the
                           Owner Trustee shall be subject to, and entitled to
                           the benefits of, the terms and provisions of Articles
                           VI, VII and VIII of the Trust Agreement.

         SECTION 11.18 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder and Note Owner, by accepting a Note (or interest
therein) issued hereunder, hereby covenant and agree that they shall not, prior
to the date which is one year and one day after the termination of this
Indenture with respect to the Issuer pursuant to Section 4.1, acquiesce,
petition or otherwise invoke or cause the Seller or the Issuer to invoke the
process of any court or government



                                       58
<PAGE>   65

authority for the purpose of commencing or sustaining a case against the Seller
or the Issuer under any federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

         SECTION 11.19 Inspection. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

         SECTION 11.20 Indemnification by and Reimbursement of the Servicer. The
Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its
directors, officers, employees and agents in accordance with Section 6.03(b) of
the Trust Sale and Servicing Agreement and (ii) the Seller and its directors,
officers, employees and agents in accordance with Section 3.04 of the Trust Sale
and Servicing Agreement. The Indenture Trustee further acknowledges and accepts
the conditions and limitations with respect to the Servicer's obligation to
indemnify, defend and hold the Indenture Trustee harmless as set forth in
Section 6.01(a)(iv) of the Trust Sale and Servicing Agreement.



                                       59
<PAGE>   66

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


                                        CAPITAL AUTO RECEIVABLES
                                        ASSET TRUST 20___-SN[1]

                                        By:                                    ,
                                           ------------------------------------
                                           not in its individual capacity but
                                           solely as Owner


                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                                        ,
----------------------------------------
         as Indenture Trustee


By:
   -------------------------------------
Name:
Title:





                                       60
<PAGE>   67

STATE OF                   )
         ------------------
                           )       ss.:
COUNTY OF                  )
          -----------------


         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
said Capital Auto Receivables Asset Trust ______-__, a Delaware business trust,
and that 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 the ___ day of ________,
_____.



                             Notary Public in and for the State of ____________.




My commission expires:



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





                                       61
<PAGE>   68

STATE OF                   )
         ------------------
                           )       ss.:
COUNTY OF                  )
          -----------------


         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 said
___________________, a ____________________, and that he executed the same as
the act of said national banking association for the purpose and consideration
therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___ day of ________,
_____.




                              Notary Public in and for the State of ___________.




My commission expires:



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





                                       62
<PAGE>   69

                                                                       EXHIBIT A

                                   LOCATION OF
                            SCHEDULE OF SECURED NOTES


                  The Schedule of Secured Notes is on file at the offices of:

                  1.       The Indenture Trustee

                  2.       The Owner Trustee

                  3.       General Motors Acceptance Corporation

                  4.       Capital Auto Receivables, Inc.



                                      A-1
<PAGE>   70

                                                                       EXHIBIT B



                        FORM OF NOTE DEPOSITORY AGREEMENT



                                       B-1


<PAGE>   71

                                                                      [EXHIBIT C

                           FORM OF ASSET BACKED NOTES

REGISTERED                                                         $____________

NO. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                            CUSIP NO. __________

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

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

                CAPITAL AUTO RECEIVABLES ASSET TRUST 20___-SN[1]

                         CLASS A-__% ASSET BACKED NOTES

         CAPITAL AUTO RECEIVABLES ASSET TRUST 20___-SN[1], 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 IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE
REVERSE SIDE OF THIS NOTE), ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE
RESULT OBTAINED BY MULTIPLYING (i) A FRACTION, THE NUMERATOR OF WHICH IS THE
INITIAL PRINCIPAL AMOUNT HEREOF AND THE DENOMINATOR OF WHICH IS AGGREGATE
PRINCIPAL AMOUNT FOR SUCH CLASS A-__ NOTES BY (ii) THE AGGREGATE AMOUNT, IF ANY,
PAYABLE ON SUCH DISTRIBUTION DATE FROM THE NOTE DISTRIBUTION ACCOUNT IN RESPECT
OF PRINCIPAL ON THE CLASS A-__ NOTES PURSUANT TO SECTIONS 2.7, 3.1 AND 8.2(c) OF
THE INDENTURE; PROVIDED,



                                       C-1
<PAGE>   72

HOWEVER, THAT THE ENTIRE UNPAID PRINCIPAL AMOUNT OF THIS NOTE SHALL BE DUE AND
PAYABLE ON THE EARLIER OF ______________ (THE "FINAL SCHEDULED DISTRIBUTION
DATE") AND THE REDEMPTION DATE, IF ANY, PURSUANT TO SECTION 10.1 OF THE
INDENTURE. THE ISSUER SHALL PAY INTEREST ON THIS NOTE AT THE RATE PER ANNUM
SHOWN ABOVE ON EACH DISTRIBUTION DATE UNTIL THE PRINCIPAL OF THIS NOTE IS PAID
OR MADE AVAILABLE FOR PAYMENT ON THE PRINCIPAL AMOUNT OF THIS NOTE OUTSTANDING
ON THE PRECEDING DISTRIBUTION DATE (AFTER GIVING EFFECT TO ALL PAYMENTS OF
PRINCIPAL MADE ON THE PRECEDING DISTRIBUTION DATE (OR, FOR THE INITIAL
DISTRIBUTION DATE, THE OUTSTANDING PRINCIPAL BALANCE ON THE CLOSING DATE)).
INTEREST ON THIS NOTE WILL ACCRUE FROM AND INCLUDING THE CLOSING DATE, AND WILL
BE PAYABLE ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE NOTEHOLDERS'
INTEREST DISTRIBUTABLE AMOUNT FOR SUCH DISTRIBUTION DATE. INTEREST WILL BE
COMPUTED ON THE BASIS OF A 360-DAY YEAR OF TWELVE 30-DAY MONTHS (OR, IN THE CASE
OF THE INITIAL DISTRIBUTION DATE, __/360). SUCH PRINCIPAL OF AND INTEREST ON
THIS NOTE SHALL BE PAID IN THE MANNER SPECIFIED ON THE REVERSE HEREOF. ALL
INTEREST PAYMENTS ON EACH CLASS OF NOTES ON ANY DISTRIBUTION DATE SHALL BE MADE
PRO RATA TO THE NOTEHOLDERS OF SUCH CLASS ENTITLED THERETO.

         THE PRINCIPAL OF AND INTEREST ON THIS NOTE ARE PAYABLE IN SUCH COIN OR
CURRENCY OF THE UNITED STATES OF AMERICA WHICH, AT THE TIME OF PAYMENT, IS LEGAL
TENDER FOR PAYMENT OF PUBLIC AND PRIVATE DEBTS. ALL PAYMENTS MADE BY THE ISSUER
WITH RESPECT TO THIS NOTE SHALL BE APPLIED FIRST TO INTEREST DUE AND PAYABLE ON
THIS NOTE AS PROVIDED ABOVE AND THEN TO THE UNPAID PRINCIPAL OF THIS NOTE.

         REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON
THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH
ON THE FACE OF THIS NOTE.

         UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN EXECUTED BY
THE INDENTURE TRUSTEE WHOSE NAME APPEARS BELOW BY MANUAL SIGNATURE, THIS NOTE
SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF OR BE VALID OR OBLIGATORY FOR ANY PURPOSE.



                                      C-2
<PAGE>   73

         IN WITNESS WHEREOF, THE ISSUER HAS CAUSED THIS INSTRUMENT TO BE SIGNED,
MANUALLY OR IN FACSIMILE, BY ITS AUTHORIZED OFFICER.


DATE: ___________, 20__

                                        CAPITAL AUTO RECEIVABLES ASSET
                                        TRUST 20___-SN[1]


                                        BY:                                    ,
                                           ------------------------------------
                                           NOT IN ITS INDIVIDUAL CAPACITY BUT
                                           SOLELY AS OWNER TRUSTEE UNDER THE
                                           TRUST AGREEMENT



                                        BY:
                                           ------------------------------------
                                           NAME:
                                           TITLE:



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         THIS IS ONE OF THE NOTES DESIGNATED ABOVE AND REFERRED TO IN THE
WITHIN-MENTIONED INDENTURE.


                                                                               ,
                                        ---------------------------------------
                                        NOT IN ITS INDIVIDUAL CAPACITY BUT
                                        SOLELY AS INDENTURE TRUSTEE

                                        BY:
                                           ------------------------------------
                                           NAME:
                                           TITLE:




                                      C-3
<PAGE>   74

                                 REVERSE OF NOTE


         THIS NOTE IS ONE OF A DULY AUTHORIZED ISSUE OF NOTES OF THE ISSUER,
DESIGNATED AS ITS CLASS A-__ ASSET BACKED NOTES (HEREIN CALLED THE "CLASS A-__
NOTES"), ALL ISSUED UNDER AN INDENTURE, DATED AS OF _____________, _____ (SUCH
INDENTURE, AS SUPPLEMENTED OR AMENDED, IS HEREIN CALLED THE "INDENTURE"),
BETWEEN THE ISSUER AND _________________________, A ____________________, AS
TRUSTEE (THE "INDENTURE TRUSTEE", WHICH TERM INCLUDES ANY SUCCESSOR TRUSTEE
UNDER THE INDENTURE), TO WHICH INDENTURE AND ALL INDENTURES SUPPLEMENTAL THERETO
REFERENCE IS HEREBY MADE FOR A STATEMENT OF THE RESPECTIVE RIGHTS AND
OBLIGATIONS THEREUNDER OF THE ISSUER, THE INDENTURE TRUSTEE AND THE NOTEHOLDERS.
THE CLASS A-___ NOTES ARE ONE OF THREE DULY AUTHORIZED CLASSES OF NOTES OF THE
ISSUER ISSUED PURSUANT TO THE INDENTURE (COLLECTIVELY, AS TO ALL NOTES OF ALL
SUCH CLASSES, THE "NOTES"). THE NOTES ARE GOVERNED BY AND SUBJECT TO ALL TERMS
OF THE INDENTURE (WHICH TERMS ARE INCORPORATED HEREIN AND MADE A PART HEREOF),
TO WHICH INDENTURE THE HOLDER OF THIS NOTE BY VIRTUE OF ACCEPTANCE HEREOF
ASSENTS AND BY WHICH SUCH HOLDER IS BOUND. ALL CAPITALIZED TERMS USED AND NOT
OTHERWISE DEFINED IN THIS NOTE THAT ARE DEFINED IN THE INDENTURE, AS
SUPPLEMENTED OR AMENDED, SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN OR PURSUANT
TO THE INDENTURE.

         THE CLASS A-__ NOTES AND ALL OTHER NOTES ISSUED PURSUANT TO THE
INDENTURE ARE AND WILL BE EQUALLY AND RATABLY SECURED BY THE COLLATERAL PLEDGED
AS SECURITY THEREFOR AS PROVIDED IN THE INDENTURE.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE
OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES THAT NO
RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS
OF THE ISSUER, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE NOTES OR UNDER
THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION
THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR
INDIVIDUAL CAPACITIES, (ii) ANY OWNER OF A BENEFICIAL INTEREST IN THE ISSUER OR
(iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF
THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY
HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE OWNER TRUSTEE OR THE
INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE INDENTURE TRUSTEE OR THE
OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS ANY SUCH PERSON MAY HAVE
EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER, OWNER OR BENEFICIARY SHALL BE
FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE LAW, FOR ANY UNPAID
CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR FAILURE TO PAY ANY
INSTALMENT OR CALL OWING TO SUCH ENTITY.

         EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE
OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES THAT BY
ACCEPTING THE BENEFITS OF THE INDENTURE SUCH NOTEHOLDER WILL NOT, PRIOR TO THE
DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THIS INDENTURE WITH
RESPECT TO THE ISSUER, ACQUIESCE, PETITION OR OTHERWISE



                                      C-4
<PAGE>   75

INVOKE OR CAUSE THE SELLER OR THE ISSUER TO INVOKE THE PROCESS OF ANY COURT OR
GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST
THE SELLER OR THE ISSUER UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR
SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN,
SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE SELLER OR THE ISSUER OR ANY
SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF
THE AFFAIRS OF THE SELLER OR THE ISSUER.

         EACH NOTEHOLDER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A NOTE
OWNER, A BENEFICIAL INTEREST IN A NOTE, EXPRESSES ITS INTENTION THAT THIS NOTE
QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL
AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO
TREAT THE NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE PURPOSE OF
FEDERAL INCOME TAXES, STATE AND LOCAL INCOME AND FRANCHISE TAXES, MICHIGAN
SINGLE BUSINESS TAX, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON
GROSS OR NET INCOME.

         PRIOR TO THE DUE PRESENTMENT FOR REGISTRATION OF TRANSFER OF THIS NOTE,
THE ISSUER, THE INDENTURE TRUSTEE AND ANY AGENT OF THE ISSUER OR THE INDENTURE
TRUSTEE MAY TREAT THE PERSON IN WHOSE NAME THIS NOTE (AS OF THE DAY OF
DETERMINATION OR AS OF SUCH OTHER DATE AS MAY BE SPECIFIED IN THE INDENTURE) IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, WHETHER OR NOT THIS NOTE SHALL
BE OVERDUE, AND NEITHER THE ISSUER, THE INDENTURE TRUSTEE NOR ANY SUCH AGENT
SHALL BE AFFECTED BY NOTICE TO THE CONTRARY.

         THE INDENTURE PERMITS, WITH CERTAIN EXCEPTIONS AS THEREIN PROVIDED, THE
AMENDMENT THEREOF AND THE MODIFICATION OF THE RIGHTS AND OBLIGATIONS OF THE
ISSUER AND THE RIGHTS OF THE NOTEHOLDERS UNDER THE INDENTURE AT ANY TIME BY THE
ISSUER WITH THE CONSENT OF THE HOLDERS OF NOTES REPRESENTING A MAJORITY OF THE
OUTSTANDING AMOUNT OF ALL THE NOTES. THE INDENTURE ALSO CONTAINS PROVISIONS
PERMITTING THE HOLDERS OF NOTES REPRESENTING SPECIFIED PERCENTAGES OF THE
OUTSTANDING AMOUNT OF THE 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 OF MORE PREDECESSOR
NOTES) SHALL BE CONCLUSIVE AND BINDING UPON SUCH HOLDER AND UPON ALL FUTURE
HOLDERS OF THIS NOTE AND OF ANY NOTE ISSUED UPON THE REGISTRATION OF TRANSFER
HEREOF OR IN EXCHANGE HEREOF OR IN LIEU HEREOF WHETHER OR NOT NOTATION OF SUCH
CONSENT OR WAIVER IS MADE UPON THIS NOTE. THE INDENTURE ALSO PERMITS THE
INDENTURE TRUSTEE TO AMEND OR WAIVE CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE INDENTURE WITHOUT THE CONSENT OF THE NOTEHOLDERS.

         THE TERM "ISSUER" AS USED IN THIS NOTE INCLUDES ANY SUCCESSOR TO THE
ISSUER UNDER THE INDENTURE.



                                      C-5
<PAGE>   76

         THE ISSUER IS PERMITTED BY THE INDENTURE, UNDER CERTAIN CIRCUMSTANCES,
TO MERGE OR CONSOLIDATE, SUBJECT TO THE RIGHTS OF THE INDENTURE TRUSTEE AND THE
HOLDERS OF NOTES UNDER THE INDENTURE.

         THE NOTES ARE ISSUABLE ONLY IN REGISTERED FORM IN DENOMINATIONS AS
PROVIDED IN THE INDENTURE, SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH.

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

         NO REFERENCE HEREIN TO THE INDENTURE AND NO PROVISION OF THIS NOTE OR
OF THE INDENTURE SHALL ALTER OR IMPAIR THE OBLIGATION OF THE ISSUER, WHICH IS
ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE AT
THE TIMES, PLACE AND RATE, AND IN THE COIN OR CURRENCY HEREIN PRESCRIBED.

         ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT AS EXPRESSLY
PROVIDED IN THE BASIC DOCUMENTS, NEITHER THE SELLER, THE SERVICER, THE INDENTURE
TRUSTEE NOR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, ANY
OWNER OF A BENEFICIAL INTEREST IN THE ISSUER, NOR ANY OF THEIR RESPECTIVE
PARTNERS, BENEFICIARIES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR SUCCESSORS OR
ASSIGNS, SHALL BE PERSONALLY LIABLE FOR, NOR SHALL RECOURSE BE HAD TO ANY OF
THEM FOR, THE PAYMENT OF PRINCIPAL OF OR INTEREST ON, OR PERFORMANCE OF, OR
OMISSION TO PERFORM, ANY OF THE COVENANTS, OBLIGATIONS OR INDEMNIFICATIONS
CONTAINED IN THIS NOTE OR THE INDENTURE, IT BEING EXPRESSLY UNDERSTOOD THAT SAID
COVENANTS, OBLIGATIONS AND INDEMNIFICATIONS HAVE BEEN MADE BY THE OWNER TRUSTEE
SOLELY AS THE OWNER TRUSTEE IN THE ASSETS OF THE ISSUER. THE HOLDER OF THIS NOTE
BY THE ACCEPTANCE HEREOF AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THE BASIC
DOCUMENTS, IN THE CASE OF AN EVENT OF DEFAULT UNDER THE INDENTURE, THE HOLDER
SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING FOR ANY DEFICIENCY, LOSS OR
CLAIM THEREFROM; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE TAKEN
TO PREVENT RECOURSE TO, AND ENFORCEMENT AGAINST, THE ASSETS OF THE ISSUER FOR
ANY AND ALL LIABILITIES, OBLIGATIONS AND UNDERTAKINGS CONTAINED IN THE INDENTURE
OR IN THIS NOTE.





                                      C-6
<PAGE>   77

                                   ASSIGNMENT


SOCIAL SECURITY OR TAXPAYER I.D. OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


    FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

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

--------------------------------------------------------------------------------
                         (NAME AND ADDRESS OF ASSIGNEE)

THE WITHIN NOTE AND ALL RIGHTS THEREUNDER, AND HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS ____________________________________, AS ATTORNEY, TO TRANSFER SAID
NOTE ON THE BOOKS KEPT FOR REGISTRATION THEREOF, WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES.

DATED:                                                                (1)
      ------------------           -----------------------------------

                              SIGNATURE GUARANTEED:


                                                             ]
-------------------------   ---------------------------------



----------

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


                                      C-7
<PAGE>   78

                                                                    [EXHIBIT C-1

                        FORM OF FIXED RATE OFFERED NOTES

REGISTERED                                                         $____________

NO. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                            CUSIP NO. __________

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

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


                 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1]

                         CLASS A-__% ASSET BACKED NOTES


                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1], 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 IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE
REVERSE SIDE OF THIS NOTE), ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE
RESULT OBTAINED BY MULTIPLYING (i) A FRACTION, THE NUMERATOR OF WHICH IS THE
PRINCIPAL AMOUNT HEREOF AND THE DENOMINATOR OF WHICH IS AGGREGATE INITIAL
PRINCIPAL AMOUNT FOR SUCH CLASS A-__ NOTES BY (ii) THE AGGREGATE AMOUNT, IF ANY,
PAYABLE ON SUCH DISTRIBUTION DATE FROM THE NOTE DISTRIBUTION ACCOUNT IN RESPECT
OF



                                     C-1-1
<PAGE>   79

PRINCIPAL ON THE CLASS A-__ NOTES PURSUANT TO SECTIONS 2.7, 3.1 AND 8.2(c) OF
THE INDENTURE; PROVIDED, HOWEVER, THAT THE ENTIRE UNPAID PRINCIPAL AMOUNT OF
THIS NOTE SHALL BE DUE AND PAYABLE ON THE EARLIER OF ___________ (THE "FINAL
SCHEDULED DISTRIBUTION DATE") AND THE REDEMPTION DATE, IF ANY, PURSUANT TO
SECTION 10.1 OF THE INDENTURE. THE ISSUER SHALL PAY INTEREST ON THIS NOTE AT THE
RATE PER ANNUM SHOWN ABOVE ON EACH DISTRIBUTION DATE UNTIL THE PRINCIPAL OF THIS
NOTE IS PAID OR MADE AVAILABLE FOR PAYMENT ON THE PRINCIPAL AMOUNT OF THIS NOTE
OUTSTANDING ON THE PRECEDING DISTRIBUTION DATE (AFTER GIVING EFFECT TO ALL
PAYMENTS OF PRINCIPAL MADE ON THE PRECEDING DISTRIBUTION DATE (OR, FOR THE
INITIAL DISTRIBUTION DATE, THE OUTSTANDING PRINCIPAL BALANCE ON THE CLOSING
DATE)). INTEREST ON THE CLASS A-__ NOTES WILL ACCRUE FROM AND INCLUDING THE
CLOSING DATE, AND WILL BE PAYABLE ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL
TO THE NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT FOR SUCH DISTRIBUTION DATE FOR
THE CLASS A-__ NOTES. INTEREST WILL BE COMPUTED ON THE BASIS OF A 360-DAY YEAR
OF TWELVE 30-DAY MONTHS (OR, IN THE CASE OF THE INITIAL DISTRIBUTION DATE,
__/360). SUCH PRINCIPAL OF AND INTEREST ON THIS NOTE SHALL BE PAID IN THE MANNER
SPECIFIED ON THE REVERSE HEREOF. ALL INTEREST PAYMENTS ON EACH CLASS OF NOTES ON
ANY DISTRIBUTION DATE SHALL BE MADE PRO RATA TO THE NOTEHOLDERS OF SUCH CLASS
ENTITLED THERETO.

                  THE PRINCIPAL OF AND INTEREST ON THIS NOTE ARE PAYABLE IN SUCH
COIN OR CURRENCY OF THE UNITED STATES OF AMERICA WHICH, AT THE TIME OF PAYMENT,
IS LEGAL TENDER FOR PAYMENT OF PUBLIC AND PRIVATE DEBTS. ALL PAYMENTS MADE BY
THE ISSUER WITH RESPECT TO THIS NOTE SHALL BE APPLIED FIRST TO INTEREST DUE AND
PAYABLE ON THIS NOTE AS PROVIDED ABOVE AND THEN TO THE UNPAID PRINCIPAL OF THIS
NOTE.

                  REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH ON THE FACE OF THIS NOTE.

                  UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN
EXECUTED BY THE INDENTURE TRUSTEE WHOSE NAME APPEARS BELOW BY MANUAL SIGNATURE,
THIS NOTE SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF OR BE VALID OR OBLIGATORY FOR ANY PURPOSE.



                                     C-1-2
<PAGE>   80

         IN WITNESS WHEREOF, THE ISSUER HAS CAUSED THIS INSTRUMENT TO BE SIGNED,
MANUALLY OR IN FACSIMILE, BY ITS AUTHORIZED OFFICER.



DATE: _______ __, 20__                       CAPITAL AUTO RECEIVABLES ASSET
                                             TRUST 20__-SN[1],

                                             BY:                               ,
                                                -------------------------------
                                             NOT IN ITS INDIVIDUAL CAPACITY BUT
                                             SOLELY AS OWNER TRUSTEE UNDER THE
                                             TRUST AGREEMENT


                                             BY:
                                                -------------------------------
                                                NAME:
                                                TITLE:


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  THIS IS ONE OF THE NOTES DESIGNATED ABOVE AND REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.


                                                                               ,
                                             ----------------------------------
                                             NOT IN ITS INDIVIDUAL CAPACITY BUT
                                             SOLELY AS INDENTURE TRUSTEE

                                             BY:
                                                -------------------------------
                                                NAME:
                                                TITLE:



                                     C-1-3
<PAGE>   81

                                 REVERSE OF NOTE


                  THIS NOTE IS ONE OF A DULY AUTHORIZED ISSUE OF NOTES OF THE
ISSUER, DESIGNATED AS ITS CLASS A-__ ASSET BACKED NOTES (HEREIN CALLED THE
"CLASS A- NOTES"), ALL ISSUED UNDER AN INDENTURE, DATED AS OF _______ __, 20__
(SUCH INDENTURE, AS SUPPLEMENTED OR AMENDED, IS HEREIN CALLED THE "INDENTURE"),
BETWEEN THE ISSUER AND BANK ONE, NATIONAL ASSOCIATION, AS TRUSTEE (THE
"INDENTURE TRUSTEE", WHICH TERM INCLUDES ANY SUCCESSOR TRUSTEE UNDER THE
INDENTURE), TO WHICH INDENTURE AND ALL INDENTURES SUPPLEMENTAL THERETO REFERENCE
IS HEREBY MADE FOR A STATEMENT OF THE RESPECTIVE RIGHTS AND OBLIGATIONS
THEREUNDER OF THE ISSUER, THE INDENTURE TRUSTEE AND THE NOTEHOLDERS. THE CLASS
A-___ NOTES ARE ONE OF SEVERAL DULY AUTHORIZED CLASSES OF NOTES OF THE ISSUER
ISSUED PURSUANT TO THE INDENTURE (COLLECTIVELY, AS TO ALL NOTES OF ALL SUCH
CLASSES, THE "NOTES"). THE NOTES ARE GOVERNED BY AND SUBJECT TO ALL TERMS OF THE
INDENTURE (WHICH TERMS ARE INCORPORATED HEREIN AND MADE A PART HEREOF), TO WHICH
INDENTURE THE HOLDER OF THIS NOTE BY VIRTUE OF ACCEPTANCE HEREOF ASSENTS AND BY
WHICH SUCH HOLDER IS BOUND. ALL CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED
IN THIS NOTE THAT ARE DEFINED IN THE INDENTURE, AS SUPPLEMENTED OR AMENDED,
SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN OR PURSUANT TO THE INDENTURE.

                  THE CLASS A-__ NOTES AND ALL OTHER NOTES ISSUED PURSUANT TO
THE INDENTURE ARE AND WILL BE EQUALLY AND RATABLY SECURED BY THE COLLATERAL
PLEDGED AS SECURITY THEREFOR AS PROVIDED IN THE INDENTURE.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE
OBLIGATIONS OF THE ISSUER, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE
NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN
CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN
THEIR INDIVIDUAL CAPACITIES, (ii) THE SELLER OR ANY OTHER OWNER OF A BENEFICIAL
INTEREST IN THE ISSUER OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER,
DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR
INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE
OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE
INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS
ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER,
OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE
LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR
FAILURE TO PAY ANY INSTALMENT OR CALL OWING TO SUCH ENTITY.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH NOTEHOLDER WILL NOT, PRIOR
TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THIS
INDENTURE WITH RESPECT TO THE ISSUER, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR
CAUSE THE SELLER OR THE ISSUER TO INVOKE THE PROCESS OF ANY



                                     C-1-4
<PAGE>   82

COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE
AGAINST THE SELLER OR THE ISSUER UNDER ANY FEDERAL OR STATE BANKRUPTCY,
INSOLVENCY OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE,
TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE SELLER OR THE
ISSUER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR
LIQUIDATION OF THE AFFAIRS OF THE SELLER OR THE ISSUER.

                  EACH NOTEHOLDER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, EXPRESSES ITS INTENTION THAT THIS
NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE
COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES,
AGREES TO TREAT THE NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES, STATE AND LOCAL INCOME AND FRANCHISE TAXES,
MICHIGAN SINGLE BUSINESS TAX, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS OR NET INCOME.

                  PRIOR TO THE DUE PRESENTMENT FOR REGISTRATION OF TRANSFER OF
THIS NOTE, THE ISSUER, THE INDENTURE TRUSTEE AND ANY AGENT OF THE ISSUER OR THE
INDENTURE TRUSTEE MAY TREAT THE PERSON IN WHOSE NAME THIS NOTE (AS OF THE DAY OF
DETERMINATION OR AS OF SUCH OTHER DATE AS MAY BE SPECIFIED IN THE INDENTURE) IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, WHETHER OR NOT THIS NOTE SHALL
BE OVERDUE, AND NEITHER THE ISSUER, THE INDENTURE TRUSTEE NOR ANY SUCH AGENT
SHALL BE AFFECTED BY NOTICE TO THE CONTRARY.

                  THE INDENTURE PERMITS, WITH CERTAIN EXCEPTIONS AS THEREIN
PROVIDED, THE AMENDMENT THEREOF AND THE MODIFICATION OF THE RIGHTS AND
OBLIGATIONS OF THE ISSUER AND THE RIGHTS OF THE NOTEHOLDERS UNDER THE INDENTURE
AT ANY TIME BY THE ISSUER WITH THE CONSENT OF THE HOLDERS OF NOTES REPRESENTING
A MAJORITY OF THE OUTSTANDING AMOUNT OF ALL THE NOTES. THE INDENTURE ALSO
CONTAINS PROVISIONS PERMITTING THE HOLDERS OF NOTES REPRESENTING SPECIFIED
PERCENTAGES OF THE OUTSTANDING AMOUNT OF THE 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 OF MORE
PREDECESSOR NOTES) SHALL BE CONCLUSIVE AND BINDING UPON SUCH HOLDER AND UPON ALL
FUTURE HOLDERS OF THIS NOTE AND OF ANY NOTE ISSUED UPON THE REGISTRATION OF
TRANSFER HEREOF OR IN EXCHANGE HEREOF OR IN LIEU HEREOF WHETHER OR NOT NOTATION
OF SUCH CONSENT OR WAIVER IS MADE UPON THIS NOTE. THE INDENTURE ALSO PERMITS THE
INDENTURE TRUSTEE TO AMEND OR WAIVE CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE INDENTURE WITHOUT THE CONSENT OF THE NOTEHOLDERS.

                  THE TERM "ISSUER" AS USED IN THIS NOTE INCLUDES ANY SUCCESSOR
TO THE ISSUER UNDER THE INDENTURE.

                  THE ISSUER IS PERMITTED BY THE INDENTURE, UNDER CERTAIN
CIRCUMSTANCES, TO MERGE OR CONSOLIDATE, SUBJECT TO THE RIGHTS OF THE INDENTURE
TRUSTEE AND THE HOLDERS OF NOTES UNDER THE INDENTURE.



                                     C-1-5
<PAGE>   83

                  THE NOTES ARE ISSUABLE ONLY IN REGISTERED FORM IN
DENOMINATIONS AS PROVIDED IN THE INDENTURE, SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.

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

                  NO REFERENCE HEREIN TO THE INDENTURE AND NO PROVISION OF THIS
NOTE OR OF THE INDENTURE SHALL ALTER OR IMPAIR THE OBLIGATION OF THE ISSUER,
WHICH IS ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF AND INTEREST ON
THIS NOTE AT THE TIMES, PLACE AND RATE, AND IN THE COIN OR CURRENCY HEREIN
PRESCRIBED.

                  ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, NEITHER THE SELLER, THE SERVICER, THE
INDENTURE TRUSTEE NOR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL
CAPACITIES, ANY OWNER OF A BENEFICIAL INTEREST IN THE ISSUER, NOR ANY OF THEIR
RESPECTIVE PARTNERS, BENEFICIARIES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR
SUCCESSORS OR ASSIGNS, SHALL BE PERSONALLY LIABLE FOR, NOR SHALL RECOURSE BE HAD
TO ANY OF THEM FOR, THE PAYMENT OF PRINCIPAL OF OR INTEREST ON, OR PERFORMANCE
OF, OR OMISSION TO PERFORM, ANY OF THE COVENANTS, OBLIGATIONS OR
INDEMNIFICATIONS CONTAINED IN THIS NOTE OR THE INDENTURE, IT BEING EXPRESSLY
UNDERSTOOD THAT SAID COVENANTS, OBLIGATIONS AND INDEMNIFICATIONS HAVE BEEN MADE
BY THE OWNER TRUSTEE SOLELY AS THE OWNER TRUSTEE IN THE ASSETS OF THE ISSUER.
THE HOLDER OF THIS NOTE BY THE ACCEPTANCE HEREOF AGREES THAT, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE CASE OF AN EVENT OF DEFAULT
UNDER THE INDENTURE, THE HOLDER SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING
FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL BE TAKEN TO PREVENT RECOURSE TO, AND ENFORCEMENT AGAINST,
THE ASSETS OF THE ISSUER FOR ANY AND ALL LIABILITIES, OBLIGATIONS AND
UNDERTAKINGS CONTAINED IN THE INDENTURE OR IN THIS NOTE.




                                     C-1-6
<PAGE>   84

                                   ASSIGNMENT


SOCIAL SECURITY OR TAXPAYER I.D. OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


         FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (NAME AND ADDRESS OF ASSIGNEE)

THE WITHIN NOTE AND ALL RIGHTS THEREUNDER, AND HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS ____________________________________, AS ATTORNEY, TO TRANSFER SAID
NOTE ON THE BOOKS KEPT FOR REGISTRATION THEREOF, WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES.

DATED:                                                                (2)
      ------------------           -----------------------------------

                              SIGNATURE GUARANTEED:


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



----------

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


                                     C-1-7
<PAGE>   85

                                                                     EXHIBIT C-2

                       FORM OF FLOATING RATE OFFERED NOTES

REGISTERED                                                         $____________

NO. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                            CUSIP NO. __________

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

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


                 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1]

                  CLASS A- __ FLOATING RATE ASSET BACKED NOTES


                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1], 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 IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE
REVERSE SIDE OF THIS NOTE), ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE
RESULT OBTAINED BY MULTIPLYING (i) A FRACTION, THE NUMERATOR OF WHICH IS THE
INITIAL PRINCIPAL AMOUNT HEREOF AND THE DENOMINATOR OF WHICH IS AGGREGATE
PRINCIPAL AMOUNT FOR SUCH CLASS A-__ NOTES BY (ii) THE AGGREGATE AMOUNT, IF ANY,
PAYABLE ON SUCH DISTRIBUTION DATE FROM THE NOTE DISTRIBUTION ACCOUNT IN



                                     C-2-1
<PAGE>   86

RESPECT OF PRINCIPAL ON THE CLASS A-__ NOTES PURSUANT TO SECTIONS 2.7, 3.1 AND
8.2(c) OF THE INDENTURE; PROVIDED, HOWEVER, THAT THE ENTIRE UNPAID PRINCIPAL
AMOUNT OF THIS NOTE SHALL BE DUE AND PAYABLE ON THE EARLIER OF ___________ (THE
"FINAL SCHEDULED DISTRIBUTION DATE") AND THE REDEMPTION DATE, IF ANY, PURSUANT
TO SECTION 10.1 OF THE INDENTURE. THE ISSUER SHALL PAY INTEREST ON THIS NOTE ON
EACH DISTRIBUTION DATE UNTIL THE PRINCIPAL OF THIS NOTE IS PAID OR MADE
AVAILABLE FOR PAYMENT ON THE PRINCIPAL AMOUNT OF THIS NOTE OUTSTANDING ON THE
PRECEDING DISTRIBUTION DATE (AFTER GIVING EFFECT TO ALL PAYMENTS OF PRINCIPAL
MADE ON THE PRECEDING DISTRIBUTION DATE (OR, FOR THE INITIAL DISTRIBUTION DATE,
THE OUTSTANDING PRINCIPAL BALANCE ON THE CLOSING DATE)). INTEREST ON THE CLASS
A-__ NOTES WILL ACCRUE FROM AND INCLUDING THE CLOSING DATE, AND WILL BE PAYABLE
ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE NOTEHOLDERS' INTEREST
DISTRIBUTABLE AMOUNT FOR SUCH DISTRIBUTION DATE FOR THE CLASS A-__ NOTES.
INTEREST WILL BE COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED FROM
AND INCLUDING THE PRIOR DISTRIBUTION DATE (OR, IN THE CASE OF THE FIRST
DISTRIBUTION DATE, FROM AND INCLUDING THE CLOSING DATE) AND A 360-DAY YEAR. SUCH
PRINCIPAL OF AND INTEREST ON THIS NOTE SHALL BE PAID IN THE MANNER SPECIFIED ON
THE REVERSE HEREOF. ALL INTEREST PAYMENTS ON EACH CLASS OF NOTES ON ANY
DISTRIBUTION DATE SHALL BE MADE PRO RATA TO THE NOTEHOLDERS OF SUCH CLASS
ENTITLED THERETO.

                  THE PRINCIPAL OF AND INTEREST ON THIS NOTE ARE PAYABLE IN SUCH
COIN OR CURRENCY OF THE UNITED STATES OF AMERICA WHICH, AT THE TIME OF PAYMENT,
IS LEGAL TENDER FOR PAYMENT OF PUBLIC AND PRIVATE DEBTS. ALL PAYMENTS MADE BY
THE ISSUER WITH RESPECT TO THIS NOTE SHALL BE APPLIED FIRST TO INTEREST DUE AND
PAYABLE ON THIS NOTE AS PROVIDED ABOVE AND THEN TO THE UNPAID PRINCIPAL OF THIS
NOTE.

                  REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH ON THE FACE OF THIS NOTE.

                  UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN
EXECUTED BY THE INDENTURE TRUSTEE WHOSE NAME APPEARS BELOW BY MANUAL SIGNATURE,
THIS NOTE SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF OR BE VALID OR OBLIGATORY FOR ANY PURPOSE.



                                     C-2-2
<PAGE>   87

         IN WITNESS WHEREOF, THE ISSUER HAS CAUSED THIS INSTRUMENT TO BE SIGNED,
MANUALLY OR IN FACSIMILE, BY ITS AUTHORIZED OFFICER.



DATE: _______ __, 20__                      CAPITAL AUTO RECEIVABLES ASSET TRUST
                                            20__-SN[1],

                                            BY:                                ,
                                               --------------------------------
                                            NOT IN ITS INDIVIDUAL CAPACITY BUT
                                            SOLELY AS OWNER TRUSTEE UNDER THE
                                            TRUST AGREEMENT


                                            BY:
                                               --------------------------------
                                                NAME:
                                                TITLE:



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  THIS IS ONE OF THE NOTES DESIGNATED ABOVE AND REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.



                                                                               ,
                                        ---------------------------------------
                                        NOT IN ITS INDIVIDUAL CAPACITY BUT
                                        SOLELY AS INDENTURE TRUSTEE

                                        BY:
                                           ------------------------------------
                                           NAME:
                                           TITLE:




                                     C-2-3
<PAGE>   88

                                 REVERSE OF NOTE


                  THIS NOTE IS ONE OF A DULY AUTHORIZED ISSUE OF NOTES OF THE
ISSUER, DESIGNATED AS ITS CLASS A-__ FLOATING RATE ASSET BACKED NOTES (HEREIN
CALLED THE "CLASS A-__ NOTES"), ALL ISSUED UNDER AN INDENTURE, DATED AS OF
_______ __, 20__ (SUCH INDENTURE, AS SUPPLEMENTED OR AMENDED, IS HEREIN CALLED
THE "INDENTURE"), BETWEEN THE ISSUER AND BANK ONE, NATIONAL ASSOCIATION, AS
TRUSTEE (THE "INDENTURE TRUSTEE", WHICH TERM INCLUDES ANY SUCCESSOR TRUSTEE
UNDER THE INDENTURE), TO WHICH INDENTURE AND ALL INDENTURES SUPPLEMENTAL THERETO
REFERENCE IS HEREBY MADE FOR A STATEMENT OF THE RESPECTIVE RIGHTS AND
OBLIGATIONS THEREUNDER OF THE ISSUER, THE INDENTURE TRUSTEE AND THE NOTEHOLDERS.
THE CLASS A-___ NOTES ARE ONE OF SEVERAL DULY AUTHORIZED CLASSES OF NOTES OF THE
ISSUER ISSUED PURSUANT TO THE INDENTURE (COLLECTIVELY, AS TO ALL NOTES OF ALL
SUCH CLASSES, THE "NOTES"). THE NOTES ARE GOVERNED BY AND SUBJECT TO ALL TERMS
OF THE INDENTURE (WHICH TERMS ARE INCORPORATED HEREIN AND MADE A PART HEREOF),
TO WHICH INDENTURE THE HOLDER OF THIS NOTE BY VIRTUE OF ACCEPTANCE HEREOF
ASSENTS AND BY WHICH SUCH HOLDER IS BOUND. ALL CAPITALIZED TERMS USED AND NOT
OTHERWISE DEFINED IN THIS NOTE THAT ARE DEFINED IN THE INDENTURE, AS
SUPPLEMENTED OR AMENDED, SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN OR PURSUANT
TO THE INDENTURE.

                  THE CLASS A-__ NOTES AND ALL OTHER NOTES ISSUED PURSUANT TO
THE INDENTURE ARE AND WILL BE EQUALLY AND RATABLY SECURED BY THE COLLATERAL
PLEDGED AS SECURITY THEREFOR AS PROVIDED IN THE INDENTURE.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE
OBLIGATIONS OF THE ISSUER, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE
NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN
CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN
THEIR INDIVIDUAL CAPACITIES, (ii) THE SELLER OR ANY OTHER OWNER OF A BENEFICIAL
INTEREST IN THE ISSUER OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER,
DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR
INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE
OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE
INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS
ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER,
OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE
LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR
FAILURE TO PAY ANY INSTALMENT OR CALL OWING TO SUCH ENTITY.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH NOTEHOLDER WILL NOT, PRIOR
TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THIS
INDENTURE WITH RESPECT TO THE ISSUER, ACQUIESCE,



                                     C-2-4
<PAGE>   89

PETITION OR OTHERWISE INVOKE OR CAUSE THE SELLER OR THE ISSUER TO INVOKE THE
PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR
SUSTAINING A CASE AGAINST THE SELLER OR THE ISSUER UNDER ANY FEDERAL OR STATE
BANKRUPTCY, INSOLVENCY OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR,
ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE
SELLER OR THE ISSUER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE
WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE SELLER OR THE ISSUER.

                  EACH NOTEHOLDER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, EXPRESSES ITS INTENTION THAT THIS
NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE
COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES,
AGREES TO TREAT THE NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES, STATE AND LOCAL INCOME AND FRANCHISE TAXES,
MICHIGAN SINGLE BUSINESS TAX, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS OR NET INCOME.

                  PRIOR TO THE DUE PRESENTMENT FOR REGISTRATION OF TRANSFER OF
THIS NOTE, THE ISSUER, THE INDENTURE TRUSTEE AND ANY AGENT OF THE ISSUER OR THE
INDENTURE TRUSTEE MAY TREAT THE PERSON IN WHOSE NAME THIS NOTE (AS OF THE DAY OF
DETERMINATION OR AS OF SUCH OTHER DATE AS MAY BE SPECIFIED IN THE INDENTURE) IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, WHETHER OR NOT THIS NOTE SHALL
BE OVERDUE, AND NEITHER THE ISSUER, THE INDENTURE TRUSTEE NOR ANY SUCH AGENT
SHALL BE AFFECTED BY NOTICE TO THE CONTRARY.

                  THE INDENTURE PERMITS, WITH CERTAIN EXCEPTIONS AS THEREIN
PROVIDED, THE AMENDMENT THEREOF AND THE MODIFICATION OF THE RIGHTS AND
OBLIGATIONS OF THE ISSUER AND THE RIGHTS OF THE NOTEHOLDERS UNDER THE INDENTURE
AT ANY TIME BY THE ISSUER WITH THE CONSENT OF THE HOLDERS OF NOTES REPRESENTING
A MAJORITY OF THE OUTSTANDING AMOUNT OF ALL THE NOTES. THE INDENTURE ALSO
CONTAINS PROVISIONS PERMITTING THE HOLDERS OF NOTES REPRESENTING SPECIFIED
PERCENTAGES OF THE OUTSTANDING AMOUNT OF THE 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 OF MORE
PREDECESSOR NOTES) SHALL BE CONCLUSIVE AND BINDING UPON SUCH HOLDER AND UPON ALL
FUTURE HOLDERS OF THIS NOTE AND OF ANY NOTE ISSUED UPON THE REGISTRATION OF
TRANSFER HEREOF OR IN EXCHANGE HEREOF OR IN LIEU HEREOF WHETHER OR NOT NOTATION
OF SUCH CONSENT OR WAIVER IS MADE UPON THIS NOTE. THE INDENTURE ALSO PERMITS THE
INDENTURE TRUSTEE TO AMEND OR WAIVE CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE INDENTURE WITHOUT THE CONSENT OF THE NOTEHOLDERS.

                  THE TERM "ISSUER" AS USED IN THIS NOTE INCLUDES ANY SUCCESSOR
TO THE ISSUER UNDER THE INDENTURE.

                  THE ISSUER IS PERMITTED BY THE INDENTURE, UNDER CERTAIN
CIRCUMSTANCES, TO MERGE OR CONSOLIDATE, SUBJECT TO THE RIGHTS OF THE INDENTURE
TRUSTEE AND THE HOLDERS OF NOTES UNDER THE INDENTURE.



                                     C-2-5
<PAGE>   90

                  THE NOTES ARE ISSUABLE ONLY IN REGISTERED FORM IN
DENOMINATIONS AS PROVIDED IN THE INDENTURE, SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.

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

                  NO REFERENCE HEREIN TO THE INDENTURE AND NO PROVISION OF THIS
NOTE OR OF THE INDENTURE SHALL ALTER OR IMPAIR THE OBLIGATION OF THE ISSUER,
WHICH IS ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF AND INTEREST ON
THIS NOTE AT THE TIMES, PLACE AND RATE, AND IN THE COIN OR CURRENCY HEREIN
PRESCRIBED.

                  ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, NEITHER THE SELLER, THE SERVICER, THE
INDENTURE TRUSTEE NOR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL
CAPACITIES, ANY OWNER OF A BENEFICIAL INTEREST IN THE ISSUER, NOR ANY OF THEIR
RESPECTIVE PARTNERS, BENEFICIARIES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR
SUCCESSORS OR ASSIGNS, SHALL BE PERSONALLY LIABLE FOR, NOR SHALL RECOURSE BE HAD
TO ANY OF THEM FOR, THE PAYMENT OF PRINCIPAL OF OR INTEREST ON, OR PERFORMANCE
OF, OR OMISSION TO PERFORM, ANY OF THE COVENANTS, OBLIGATIONS OR
INDEMNIFICATIONS CONTAINED IN THIS NOTE OR THE INDENTURE, IT BEING EXPRESSLY
UNDERSTOOD THAT SAID COVENANTS, OBLIGATIONS AND INDEMNIFICATIONS HAVE BEEN MADE
BY THE OWNER TRUSTEE SOLELY AS THE OWNER TRUSTEE IN THE ASSETS OF THE ISSUER.
THE HOLDER OF THIS NOTE BY THE ACCEPTANCE HEREOF AGREES THAT, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE CASE OF AN EVENT OF DEFAULT
UNDER THE INDENTURE, THE HOLDER SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING
FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL BE TAKEN TO PREVENT RECOURSE TO, AND ENFORCEMENT AGAINST,
THE ASSETS OF THE ISSUER FOR ANY AND ALL LIABILITIES, OBLIGATIONS AND
UNDERTAKINGS CONTAINED IN THE INDENTURE OR IN THIS NOTE.




                                     C-2-6
<PAGE>   91

                                   ASSIGNMENT


SOCIAL SECURITY OR TAXPAYER I.D. OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


         FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (NAME AND ADDRESS OF ASSIGNEE)

THE WITHIN NOTE AND ALL RIGHTS THEREUNDER, AND HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS ____________________________________, AS ATTORNEY, TO TRANSFER SAID
NOTE ON THE BOOKS KEPT FOR REGISTRATION THEREOF, WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES.

DATED:                                                                (3)
      ------------------           -----------------------------------

                              SIGNATURE GUARANTEED:


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



----------

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

<PAGE>   92

                                                                     EXHIBIT C-3

                       FORM OF VARIABLE PAY REVOLVING NOTE

REGISTERED                                                         $____________

NO. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                   CUSIP NO. N/A

                           THE SECURITIES REPRESENTED BY THIS NOTE WERE
         ORIGINALLY ISSUED ON ________ __, 20__, HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
         SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
         SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

                           THIS NOTE (AND INTERESTS THEREIN) ARE ALSO SUBJECT TO
         THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERENCED BELOW.

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


                 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1]

       FLOATING RATE VARIABLE PAY ASSET BACKED REVOLVING NOTES, CLASS ___


                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1], 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 BALANCE OUTSTANDING UNDER
THIS VARIABLE PAY REVOLVING NOTE AS SHOWN ON SCHEDULE I ATTACHED HERETO, PAYABLE
IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE REVERSE SIDE OF THIS NOTE),
ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE RESULT



                                     C-3-1
<PAGE>   93

OBTAINED BY MULTIPLYING (i) A FRACTION, THE NUMERATOR OF WHICH IS THE PRINCIPAL
AMOUNT HEREOF AND THE DENOMINATOR OF WHICH IS THE AGGREGATE PRINCIPAL AMOUNTS
FOR ALL VARIABLE PAY REVOLVING NOTES, CLASS ___ , BY (ii) THE AGGREGATE AMOUNT,
IF ANY, PAYABLE ON SUCH DISTRIBUTION DATE FROM THE NOTE DISTRIBUTION ACCOUNT IN
RESPECT OF PRINCIPAL ON THE VARIABLE PAY REVOLVING NOTES, CLASS ___, PURSUANT TO
SECTIONS 2.7, 3.1 AND 8.2(c) OF THE INDENTURE; PROVIDED, HOWEVER, THAT THE
ENTIRE UNPAID PRINCIPAL AMOUNT OF THIS NOTE SHALL BE DUE AND PAYABLE ON THE
EARLIER OF THE ___________ (THE "FINAL SCHEDULED DISTRIBUTION DATE") AND THE
REDEMPTION DATE, IF ANY, PURSUANT TO SECTION 10.1 OF THE INDENTURE. THE ISSUER
SHALL PAY INTEREST ON THIS NOTE ON EACH DISTRIBUTION DATE UNTIL THE PRINCIPAL OF
THIS NOTE IS PAID OR MADE AVAILABLE FOR PAYMENT ON THE PRINCIPAL AMOUNT OF THIS
NOTE OUTSTANDING ON THE PRECEDING DISTRIBUTION DATE (AFTER GIVING EFFECT TO ALL
PAYMENTS OF PRINCIPAL MADE ON THE PRECEDING DISTRIBUTION DATE (OR, FOR THE
INITIAL DISTRIBUTION DATE, THE OUTSTANDING PRINCIPAL BALANCE ON THE CLOSING
DATE)). INTEREST ON THE VARIABLE PAY REVOLVING NOTES, CLASS __, WILL ACCRUE FROM
AND INCLUDING THE CLOSING DATE, AND WILL BE PAYABLE ON EACH DISTRIBUTION DATE IN
AN AMOUNT EQUAL TO THE NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT FOR SUCH
DISTRIBUTION DATE FOR THE VARIABLE PAY REVOLVING NOTES, CLASS __. INTEREST WILL
BE COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED FROM AND INCLUDING
THE PRIOR DISTRIBUTION DATE (OR, IN THE CASE OF THE FIRST DISTRIBUTION DATE,
FROM AND INCLUDING THE CLOSING DATE) AND A 360-DAY YEAR. SUCH PRINCIPAL OF AND
INTEREST ON THIS NOTE SHALL BE PAID IN THE MANNER SPECIFIED ON THE REVERSE
HEREOF. ALL INTEREST PAYMENTS ON EACH CLASS OF NOTES ON ANY DISTRIBUTION DATE
SHALL BE MADE PRO RATA TO THE NOTEHOLDERS OF SUCH CLASS ENTITLED THERETO.

                  SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IF ON A
TARGETED FINAL DISTRIBUTION DATE FOR ANY CLASS A NOTES, THE ISSUER GIVES NOTICE,
BY TELEPHONE AND CONFIRMED IN WRITING, BY A DULY APPROVED AGENT THEREOF,
REQUESTING AN INCREMENTAL ADVANCE IN ORDER TO MAKE PRINCIPAL PAYMENTS ON THE
APPLICABLE CLASS A NOTES ON SUCH TARGETED FINAL DISTRIBUTION DATE, THE HOLDER
HEREOF MAY, BUT SHALL NOT BE OBLIGATED TO, AGREE TO MAKE SUCH INCREMENTAL
ADVANCE. THE AMOUNT OF SUCH INCREMENTAL ADVANCE SHALL EQUAL THE AMOUNT SPECIFIED
BY THE ISSUER.

                  THE PRINCIPAL OF AND INTEREST ON THIS NOTE ARE PAYABLE IN SUCH
COIN OR CURRENCY OF THE UNITED STATES OF AMERICA WHICH, AT THE TIME OF PAYMENT,
IS LEGAL TENDER FOR PAYMENT OF PUBLIC AND PRIVATE DEBTS. ALL PAYMENTS MADE BY
THE ISSUER WITH RESPECT TO THIS NOTE SHALL BE APPLIED FIRST TO INTEREST DUE AND
PAYABLE ON THIS NOTE AS PROVIDED ABOVE AND THEN TO THE UNPAID PRINCIPAL OF THIS
NOTE.

                  REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH ON THE FACE OF THIS NOTE.

                  UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN
EXECUTED BY THE INDENTURE TRUSTEE WHOSE NAME APPEARS BELOW BY MANUAL SIGNATURE,
THIS NOTE SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF OR BE VALID OR OBLIGATORY FOR ANY PURPOSE.



                                     C-3-2
<PAGE>   94

                  IN WITNESS WHEREOF, THE ISSUER HAS CAUSED THIS INSTRUMENT TO
BE SIGNED, MANUALLY OR IN FACSIMILE, BY ITS AUTHORIZED OFFICER.



DATE: _______ __, 20__                       CAPITAL AUTO RECEIVABLES ASSET
                                             TRUST 20__-SN[1],

                                             BY:                               ,
                                                -------------------------------
                                             NOT IN ITS INDIVIDUAL CAPACITY BUT
                                             SOLELY AS OWNER TRUSTEE UNDER THE
                                             TRUST AGREEMENT

                                             BY:
                                                -------------------------------
                                                 NAME:
                                                 TITLE:



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  THIS IS ONE OF THE NOTES DESIGNATED ABOVE AND REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.


                                                                               ,
                                        ---------------------------------------
                                        NOT IN ITS INDIVIDUAL CAPACITY BUT
                                        SOLELY AS INDENTURE TRUSTEE


                                        BY:
                                           ------------------------------------
                                           NAME:
                                           TITLE:




                                     C-3-3
<PAGE>   95

                                 REVERSE OF NOTE


                  THIS NOTE IS ONE OF A DULY AUTHORIZED ISSUE OF NOTES OF THE
ISSUER, DESIGNATED AS ITS FLOATING RATE VARIABLE PAY ASSET BACKED REVOLVING
NOTES, CLASS ___ (HEREIN CALLED THE "CLASS ___ VARIABLE PAY REVOLVING NOTES"),
ALL ISSUED UNDER AN INDENTURE, DATED AS OF _______ __, 20__ (SUCH INDENTURE, AS
SUPPLEMENTED OR AMENDED, IS HEREIN CALLED THE "INDENTURE"), BETWEEN THE ISSUER
AND BANK ONE, NATIONAL ASSOCIATION, AS TRUSTEE (THE "INDENTURE TRUSTEE", WHICH
TERM INCLUDES ANY SUCCESSOR TRUSTEE UNDER THE INDENTURE), TO WHICH INDENTURE AND
ALL INDENTURES SUPPLEMENTAL THERETO REFERENCE IS HEREBY MADE FOR A STATEMENT OF
THE RESPECTIVE RIGHTS AND OBLIGATIONS THEREUNDER OF THE ISSUER, THE INDENTURE
TRUSTEE AND THE NOTEHOLDERS. THE CLASS ___ VARIABLE PAY REVOLVING NOTES ARE ONE
OF SEVERAL DULY AUTHORIZED CLASSES OF NOTES OF THE ISSUER ISSUED PURSUANT TO THE
INDENTURE (COLLECTIVELY, AS TO ALL NOTES OF ALL SUCH CLASSES, THE "NOTES"). THE
NOTES ARE GOVERNED BY AND SUBJECT TO ALL TERMS OF THE INDENTURE (WHICH TERMS ARE
INCORPORATED HEREIN AND MADE A PART HEREOF), TO WHICH INDENTURE THE HOLDER OF
THIS NOTE BY VIRTUE OF ACCEPTANCE HEREOF ASSENTS AND BY WHICH SUCH HOLDER IS
BOUND. ALL CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED IN THIS NOTE THAT
ARE DEFINED IN THE INDENTURE, AS SUPPLEMENTED OR AMENDED, SHALL HAVE THE
MEANINGS ASSIGNED TO THEM IN OR PURSUANT TO THE INDENTURE.

                  THE CLASS ___ VARIABLE PAY REVOLVING NOTES AND ALL OTHER NOTES
ISSUED PURSUANT TO THE INDENTURE ARE AND WILL BE EQUALLY AND RATABLY SECURED BY
THE COLLATERAL PLEDGED AS SECURITY THEREFOR AS PROVIDED IN THE INDENTURE.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE
OBLIGATIONS OF THE ISSUER, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE
NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN
CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN
THEIR INDIVIDUAL CAPACITIES, (ii) THE SELLER AND ANY OTHER OWNER OF A BENEFICIAL
INTEREST IN THE ISSUER OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER,
DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR
INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE
OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE
INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS
ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER,
OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE
LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR
FAILURE TO PAY ANY INSTALMENT OR CALL OWING TO SUCH ENTITY.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH NOTEHOLDER WILL NOT, PRIOR
TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THIS
INDENTURE WITH RESPECT TO THE ISSUER, ACQUIESCE,



                                     C-3-4
<PAGE>   96

PETITION OR OTHERWISE INVOKE OR CAUSE THE SELLER OR THE ISSUER TO INVOKE THE
PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR
SUSTAINING A CASE AGAINST THE SELLER OR THE ISSUER UNDER ANY FEDERAL OR STATE
BANKRUPTCY, INSOLVENCY OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR,
ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE
SELLER OR THE ISSUER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE
WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE SELLER OR THE ISSUER.

                  EACH NOTEHOLDER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, EXPRESSES ITS INTENTION THAT THIS
NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE
COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES,
AGREES TO TREAT THE NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES, STATE AND LOCAL INCOME AND FRANCHISE TAXES,
MICHIGAN SINGLE BUSINESS TAX, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS OR NET INCOME.

                  PRIOR TO THE DUE PRESENTMENT FOR REGISTRATION OF TRANSFER OF
THIS NOTE, THE ISSUER, THE INDENTURE TRUSTEE AND ANY AGENT OF THE ISSUER OR THE
INDENTURE TRUSTEE MAY TREAT THE PERSON IN WHOSE NAME THIS NOTE (AS OF THE DAY OF
DETERMINATION OR AS OF SUCH OTHER DATE AS MAY BE SPECIFIED IN THE INDENTURE) IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, WHETHER OR NOT THIS NOTE SHALL
BE OVERDUE, AND NEITHER THE ISSUER, THE INDENTURE TRUSTEE NOR ANY SUCH AGENT
SHALL BE AFFECTED BY NOTICE TO THE CONTRARY.

                  THE INDENTURE PERMITS, WITH CERTAIN EXCEPTIONS AS THEREIN
PROVIDED, THE AMENDMENT THEREOF AND THE MODIFICATION OF THE RIGHTS AND
OBLIGATIONS OF THE ISSUER AND THE RIGHTS OF THE NOTEHOLDERS UNDER THE INDENTURE
AT ANY TIME BY THE ISSUER WITH THE CONSENT OF THE HOLDERS OF NOTES REPRESENTING
A MAJORITY OF THE OUTSTANDING AMOUNT OF ALL THE NOTES. THE INDENTURE ALSO
CONTAINS PROVISIONS PERMITTING THE HOLDERS OF NOTES REPRESENTING SPECIFIED
PERCENTAGES OF THE OUTSTANDING AMOUNT OF THE 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 OF MORE
PREDECESSOR NOTES) SHALL BE CONCLUSIVE AND BINDING UPON SUCH HOLDER AND UPON ALL
FUTURE HOLDERS OF THIS NOTE AND OF ANY NOTE ISSUED UPON THE REGISTRATION OF
TRANSFER HEREOF OR IN EXCHANGE HEREOF OR IN LIEU HEREOF WHETHER OR NOT NOTATION
OF SUCH CONSENT OR WAIVER IS MADE UPON THIS NOTE. THE INDENTURE ALSO PERMITS THE
INDENTURE TRUSTEE TO AMEND OR WAIVE CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE INDENTURE WITHOUT THE CONSENT OF THE NOTEHOLDERS.

                  THE TERM "ISSUER" AS USED IN THIS NOTE INCLUDES ANY SUCCESSOR
TO THE ISSUER UNDER THE INDENTURE.

                  THE ISSUER IS PERMITTED BY THE INDENTURE, UNDER CERTAIN
CIRCUMSTANCES, TO MERGE OR CONSOLIDATE, SUBJECT TO THE RIGHTS OF THE INDENTURE
TRUSTEE AND THE HOLDERS OF NOTES UNDER THE INDENTURE.



                                     C-3-5
<PAGE>   97

                  THE NOTES ARE ISSUABLE ONLY IN REGISTERED FORM IN
DENOMINATIONS AS PROVIDED IN THE INDENTURE, SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.

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

                  NO REFERENCE HEREIN TO THE INDENTURE AND NO PROVISION OF THIS
NOTE OR OF THE INDENTURE SHALL ALTER OR IMPAIR THE OBLIGATION OF THE ISSUER,
WHICH IS ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF AND INTEREST ON
THIS NOTE AT THE TIMES, PLACE AND RATE, AND IN THE COIN OR CURRENCY HEREIN
PRESCRIBED.

                  ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, NEITHER THE SELLER, THE SERVICER, THE
INDENTURE TRUSTEE NOR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL
CAPACITIES, ANY OWNER OF A BENEFICIAL INTEREST IN THE ISSUER, NOR ANY OF THEIR
RESPECTIVE PARTNERS, BENEFICIARIES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR
SUCCESSORS OR ASSIGNS, SHALL BE PERSONALLY LIABLE FOR, NOR SHALL RECOURSE BE HAD
TO ANY OF THEM FOR, THE PAYMENT OF PRINCIPAL OF OR INTEREST ON, OR PERFORMANCE
OF, OR OMISSION TO PERFORM, ANY OF THE COVENANTS, OBLIGATIONS OR
INDEMNIFICATIONS CONTAINED IN THIS NOTE OR THE INDENTURE, IT BEING EXPRESSLY
UNDERSTOOD THAT SAID COVENANTS, OBLIGATIONS AND INDEMNIFICATIONS HAVE BEEN MADE
BY THE OWNER TRUSTEE SOLELY AS THE OWNER TRUSTEE IN THE ASSETS OF THE ISSUER.
THE HOLDER OF THIS NOTE BY THE ACCEPTANCE HEREOF AGREES THAT, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE CASE OF AN EVENT OF DEFAULT
UNDER THE INDENTURE, THE HOLDER SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING
FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL BE TAKEN TO PREVENT RECOURSE TO, AND ENFORCEMENT AGAINST,
THE ASSETS OF THE ISSUER FOR ANY AND ALL LIABILITIES, OBLIGATIONS AND
UNDERTAKINGS CONTAINED IN THE INDENTURE OR IN THIS NOTE.




                                     C-3-6
<PAGE>   98

                                   SCHEDULE 1
                         TO VARIABLE PAY REVOLVING NOTE


<TABLE>
<CAPTION>
                  PRINCIPAL    PRINCIPAL          PRINCIPAL          NOTATION
DATE              BORROWED     PAID               OUTSTANDING        MADE BY
----              ---------    ---------          -----------        --------
<S>              <C>          <C>                 <C>                <C>

</TABLE>



THE AGGREGATE UNPAID PRINCIPAL BALANCE SHOWN ON THIS SCHEDULE SHALL BE
REBUTTABLE PRESUMPTIVE EVIDENCE OF THE PRINCIPAL BALANCE OWING AND UNPAID ON
THIS NOTE. THE FAILURE TO RECORD THE DATE AND AMOUNT OF ANY ADVANCE ON THIS
SCHEDULE SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF
CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 UNDER THIS NOTE TO REPAY THE
OUTSTANDING PRINCIPAL BALANCE HEREOF TOGETHER WITH ALL INTEREST ACCRUING
THEREON.





                                     C-3-7
<PAGE>   99

                                   ASSIGNMENT


SOCIAL SECURITY OR TAXPAYER I.D. OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


         FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (NAME AND ADDRESS OF ASSIGNEE)

THE WITHIN NOTE AND ALL RIGHTS THEREUNDER, AND HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS ____________________________________, AS ATTORNEY, TO TRANSFER SAID
NOTE ON THE BOOKS KEPT FOR REGISTRATION THEREOF, WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES.

DATED:                                                             (4)
      ------------------           --------------------------------

                              SIGNATURE GUARANTEED:


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


----------

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


                                     C-3-8
<PAGE>   100

                                                                     EXHIBIT C-4

                             FORM OF CLASS A-1 NOTE

REGISTERED                                                         $____________

NO. R-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                   CUSIP NO. N/A

         THE SECURITIES REPRESENTED BY THIS NOTE WERE ORIGINALLY ISSUED ON
         ________ _, 20__, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND
         MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
         LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

         THIS NOTE (AND INTERESTS THEREIN) ARE ALSO SUBJECT TO THE RESTRICTIONS
         SET FORTH IN THE INDENTURE REFERENCED BELOW.

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


                 CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1]

                       CLASS A-1 ____% ASSET BACKED NOTES


                  CAPITAL AUTO RECEIVABLES ASSET TRUST 20__-SN[1], 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 IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE
REVERSE SIDE OF THIS NOTE), ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE
RESULT OBTAINED BY MULTIPLYING (i) A FRACTION, THE NUMERATOR OF WHICH IS THE
INITIAL PRINCIPAL AMOUNT HEREOF AND THE DENOMINATOR OF WHICH IS AGGREGATE
PRINCIPAL AMOUNT FOR SUCH CLASS A-1 NOTE, BY (ii) THE AGGREGATE AMOUNT, IF ANY,
PAYABLE ON SUCH DISTRIBUTION DATE FROM THE NOTE DISTRIBUTION ACCOUNT IN RESPECT
OF PRINCIPAL ON THE CLASS A-1 NOTES PURSUANT TO SECTIONS 2.7, 3.1 AND 8.2(c) OF
THE INDENTURE; PROVIDED,



                                     C-4-1
<PAGE>   101

HOWEVER, THAT THE ENTIRE UNPAID PRINCIPAL AMOUNT OF THIS NOTE SHALL BE DUE AND
PAYABLE ON THE EARLIER OF THE _______________ (THE "FINAL SCHEDULED DISTRIBUTION
DATE") AND THE REDEMPTION DATE, IF ANY, PURSUANT TO SECTION 10.1 OF THE
INDENTURE. THE ISSUER SHALL PAY INTEREST ON THIS NOTE AT THE RATE PER ANNUM
SHOWN ABOVE ON EACH DISTRIBUTION DATE UNTIL THE PRINCIPAL OF THIS NOTE IS PAID
OR MADE AVAILABLE FOR PAYMENT ON THE PRINCIPAL AMOUNT OF THIS NOTE OUTSTANDING
ON THE PRECEDING DISTRIBUTION DATE (AFTER GIVING EFFECT TO ALL PAYMENTS OF
PRINCIPAL MADE ON THE PRECEDING DISTRIBUTION DATE (OR, FOR THE INITIAL
DISTRIBUTION DATE, THE OUTSTANDING PRINCIPAL BALANCE ON THE CLOSING DATE)).
INTEREST ON THE CLASS A-1 NOTES WILL ACCRUE FROM AND INCLUDING THE CLOSING DATE,
AND WILL BE PAYABLE ON EACH DISTRIBUTION DATE IN AN AMOUNT EQUAL TO THE
NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT FOR SUCH DISTRIBUTION DATE FOR THE
CLASS A-1 NOTES. INTEREST WILL BE COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF
DAYS ELAPSED FROM AND INCLUDING THE PRIOR DISTRIBUTION DATE (OR, IN THE CASE OF
THE FIRST DISTRIBUTION DATE, FROM AND INCLUDING THE CLOSING DATE) AND A 360-DAY
YEAR. SUCH PRINCIPAL OF AND INTEREST ON THIS NOTE SHALL BE PAID IN THE MANNER
SPECIFIED ON THE REVERSE HEREOF. ALL INTEREST PAYMENTS ON EACH CLASS OF NOTES ON
ANY DISTRIBUTION DATE SHALL BE MADE PRO RATA TO THE NOTEHOLDERS OF SUCH CLASS
ENTITLED THERETO.

                  THE PRINCIPAL OF AND INTEREST ON THIS NOTE ARE PAYABLE IN SUCH
COIN OR CURRENCY OF THE UNITED STATES OF AMERICA WHICH, AT THE TIME OF PAYMENT,
IS LEGAL TENDER FOR PAYMENT OF PUBLIC AND PRIVATE DEBTS. ALL PAYMENTS MADE BY
THE ISSUER WITH RESPECT TO THIS NOTE SHALL BE APPLIED FIRST TO INTEREST DUE AND
PAYABLE ON THIS NOTE AS PROVIDED ABOVE AND THEN TO THE UNPAID PRINCIPAL OF THIS
NOTE.

                  REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH ON THE FACE OF THIS NOTE.

                  UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN
EXECUTED BY THE INDENTURE TRUSTEE WHOSE NAME APPEARS BELOW BY MANUAL SIGNATURE,
THIS NOTE SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF OR BE VALID OR OBLIGATORY FOR ANY PURPOSE.




                                     C-4-2
<PAGE>   102

                  IN WITNESS WHEREOF, THE ISSUER HAS CAUSED THIS INSTRUMENT TO
BE SIGNED, MANUALLY OR IN FACSIMILE, BY ITS AUTHORIZED OFFICER.



DATE: _______ __, 20__                       CAPITAL AUTO RECEIVABLES ASSET
                                             TRUST 20__-SN[1],

                                             BY:                               ,
                                                -------------------------------
                                             NOT IN ITS INDIVIDUAL CAPACITY BUT
                                             SOLELY AS OWNER TRUSTEE UNDER THE
                                             TRUST AGREEMENT

                                             BY:
                                                -------------------------------
                                                 NAME:
                                                 TITLE:



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  THIS IS ONE OF THE NOTES DESIGNATED ABOVE AND REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.


                                                                               ,
                                        ---------------------------------------
                                        NOT IN ITS INDIVIDUAL CAPACITY BUT
                                        SOLELY AS INDENTURE TRUSTEE

                                        BY:
                                           ------------------------------------
                                           NAME:
                                           TITLE:




                                     C-4-3
<PAGE>   103

                                 REVERSE OF NOTE


                  THIS NOTE IS ONE OF A DULY AUTHORIZED ISSUE OF NOTES OF THE
ISSUER, DESIGNATED AS ITS CLASS A-1 ASSET BACKED NOTES (HEREIN CALLED THE "CLASS
A-1 NOTES"), ALL ISSUED UNDER AN INDENTURE, DATED AS OF JANUARY 17, 2001 (SUCH
INDENTURE, AS SUPPLEMENTED OR AMENDED, IS HEREIN CALLED THE "INDENTURE"),
BETWEEN THE ISSUER AND BANK ONE, NATIONAL ASSOCIATION, AS TRUSTEE (THE
"INDENTURE TRUSTEE", WHICH TERM INCLUDES ANY SUCCESSOR TRUSTEE UNDER THE
INDENTURE), TO WHICH INDENTURE AND ALL INDENTURES SUPPLEMENTAL THERETO REFERENCE
IS HEREBY MADE FOR A STATEMENT OF THE RESPECTIVE RIGHTS AND OBLIGATIONS
THEREUNDER OF THE ISSUER, THE INDENTURE TRUSTEE AND THE NOTEHOLDERS. THE CLASS
A-1 NOTES ARE ONE OF SEVERAL DULY AUTHORIZED CLASSES OF NOTES OF THE ISSUER
ISSUED PURSUANT TO THE INDENTURE (COLLECTIVELY, AS TO ALL NOTES OF ALL SUCH
CLASSES, THE "NOTES"). THE NOTES ARE GOVERNED BY AND SUBJECT TO ALL TERMS OF THE
INDENTURE (WHICH TERMS ARE INCORPORATED HEREIN AND MADE A PART HEREOF), TO WHICH
INDENTURE THE HOLDER OF THIS NOTE BY VIRTUE OF ACCEPTANCE HEREOF ASSENTS AND BY
WHICH SUCH HOLDER IS BOUND. ALL CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED
IN THIS NOTE THAT ARE DEFINED IN THE INDENTURE, AS SUPPLEMENTED OR AMENDED,
SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN OR PURSUANT TO THE INDENTURE.

                  THE CLASS A-1 NOTES AND ALL OTHER NOTES ISSUED PURSUANT TO THE
INDENTURE ARE AND WILL BE EQUALLY AND RATABLY SECURED BY THE COLLATERAL PLEDGED
AS SECURITY THEREFOR AS PROVIDED IN THE INDENTURE.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE
OBLIGATIONS OF THE ISSUER, THE OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE
NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN
CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN
THEIR INDIVIDUAL CAPACITIES, (ii) THE SELLER OR ANY OTHER OWNER OF A BENEFICIAL
INTEREST IN THE ISSUER OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER,
DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR
INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUER, THE
OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE
INDENTURE TRUSTEE OR THE OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, EXCEPT AS
ANY SUCH PERSON MAY HAVE EXPRESSLY AGREED AND EXCEPT THAT ANY SUCH PARTNER,
OWNER OR BENEFICIARY SHALL BE FULLY LIABLE, TO THE EXTENT PROVIDED BY APPLICABLE
LAW, FOR ANY UNPAID CONSIDERATION FOR STOCK, UNPAID CAPITAL CONTRIBUTION OR
FAILURE TO PAY ANY INSTALMENT OR CALL OWING TO SUCH ENTITY.

                  EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN
THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, COVENANTS AND AGREES
THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH NOTEHOLDER WILL NOT, PRIOR
TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THIS
INDENTURE WITH RESPECT TO THE ISSUER, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR
CAUSE THE SELLER OR THE ISSUER TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT



                                     C-4-4
<PAGE>   104

AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE SELLER
OR THE ISSUER UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR SIMILAR LAW
OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR
OR OTHER SIMILAR OFFICIAL OF THE SELLER OR THE ISSUER OR ANY SUBSTANTIAL PART OF
ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE
SELLER OR THE ISSUER.

                  EACH NOTEHOLDER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A
NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, EXPRESSES ITS INTENTION THAT THIS
NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE
COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES,
AGREES TO TREAT THE NOTES AS INDEBTEDNESS SECURED BY THE COLLATERAL FOR THE
PURPOSE OF FEDERAL INCOME TAXES, STATE AND LOCAL INCOME AND FRANCHISE TAXES,
MICHIGAN SINGLE BUSINESS TAX, AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR
BASED UPON GROSS OR NET INCOME.

                  PRIOR TO THE DUE PRESENTMENT FOR REGISTRATION OF TRANSFER OF
THIS NOTE, THE ISSUER, THE INDENTURE TRUSTEE AND ANY AGENT OF THE ISSUER OR THE
INDENTURE TRUSTEE MAY TREAT THE PERSON IN WHOSE NAME THIS NOTE (AS OF THE DAY OF
DETERMINATION OR AS OF SUCH OTHER DATE AS MAY BE SPECIFIED IN THE INDENTURE) IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, WHETHER OR NOT THIS NOTE SHALL
BE OVERDUE, AND NEITHER THE ISSUER, THE INDENTURE TRUSTEE NOR ANY SUCH AGENT
SHALL BE AFFECTED BY NOTICE TO THE CONTRARY.

                  THE INDENTURE PERMITS, WITH CERTAIN EXCEPTIONS AS THEREIN
PROVIDED, THE AMENDMENT THEREOF AND THE MODIFICATION OF THE RIGHTS AND
OBLIGATIONS OF THE ISSUER AND THE RIGHTS OF THE NOTEHOLDERS UNDER THE INDENTURE
AT ANY TIME BY THE ISSUER WITH THE CONSENT OF THE HOLDERS OF NOTES REPRESENTING
A MAJORITY OF THE OUTSTANDING AMOUNT OF ALL THE NOTES. THE INDENTURE ALSO
CONTAINS PROVISIONS PERMITTING THE HOLDERS OF NOTES REPRESENTING SPECIFIED
PERCENTAGES OF THE OUTSTANDING AMOUNT OF THE 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 OF MORE
PREDECESSOR NOTES) SHALL BE CONCLUSIVE AND BINDING UPON SUCH HOLDER AND UPON ALL
FUTURE HOLDERS OF THIS NOTE AND OF ANY NOTE ISSUED UPON THE REGISTRATION OF
TRANSFER HEREOF OR IN EXCHANGE HEREOF OR IN LIEU HEREOF WHETHER OR NOT NOTATION
OF SUCH CONSENT OR WAIVER IS MADE UPON THIS NOTE. THE INDENTURE ALSO PERMITS THE
INDENTURE TRUSTEE TO AMEND OR WAIVE CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE INDENTURE WITHOUT THE CONSENT OF THE NOTEHOLDERS.

                  THE TERM "ISSUER" AS USED IN THIS NOTE INCLUDES ANY SUCCESSOR
TO THE ISSUER UNDER THE INDENTURE.

                  THE ISSUER IS PERMITTED BY THE INDENTURE, UNDER CERTAIN
CIRCUMSTANCES, TO MERGE OR CONSOLIDATE, SUBJECT TO THE RIGHTS OF THE INDENTURE
TRUSTEE AND THE HOLDERS OF NOTES UNDER THE INDENTURE.



                                     C-4-5
<PAGE>   105

                  THE NOTES ARE ISSUABLE ONLY IN REGISTERED FORM IN
DENOMINATIONS AS PROVIDED IN THE INDENTURE, SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.

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

                  NO REFERENCE HEREIN TO THE INDENTURE AND NO PROVISION OF THIS
NOTE OR OF THE INDENTURE SHALL ALTER OR IMPAIR THE OBLIGATION OF THE ISSUER,
WHICH IS ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF AND INTEREST ON
THIS NOTE AT THE TIMES, PLACE AND RATE, AND IN THE COIN OR CURRENCY HEREIN
PRESCRIBED.

                  ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, NEITHER THE SELLER, THE SERVICER, THE
INDENTURE TRUSTEE NOR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL
CAPACITIES, ANY OWNER OF A BENEFICIAL INTEREST IN THE ISSUER, NOR ANY OF THEIR
RESPECTIVE PARTNERS, BENEFICIARIES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR
SUCCESSORS OR ASSIGNS, SHALL BE PERSONALLY LIABLE FOR, NOR SHALL RECOURSE BE HAD
TO ANY OF THEM FOR, THE PAYMENT OF PRINCIPAL OF OR INTEREST ON, OR PERFORMANCE
OF, OR OMISSION TO PERFORM, ANY OF THE COVENANTS, OBLIGATIONS OR
INDEMNIFICATIONS CONTAINED IN THIS NOTE OR THE INDENTURE, IT BEING EXPRESSLY
UNDERSTOOD THAT SAID COVENANTS, OBLIGATIONS AND INDEMNIFICATIONS HAVE BEEN MADE
BY THE OWNER TRUSTEE SOLELY AS THE OWNER TRUSTEE IN THE ASSETS OF THE ISSUER.
THE HOLDER OF THIS NOTE BY THE ACCEPTANCE HEREOF AGREES THAT, EXCEPT AS
EXPRESSLY PROVIDED IN THE BASIC DOCUMENTS, IN THE CASE OF AN EVENT OF DEFAULT
UNDER THE INDENTURE, THE HOLDER SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING
FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL BE TAKEN TO PREVENT RECOURSE TO, AND ENFORCEMENT AGAINST,
THE ASSETS OF THE ISSUER FOR ANY AND ALL LIABILITIES, OBLIGATIONS AND
UNDERTAKINGS CONTAINED IN THE INDENTURE OR IN THIS NOTE.




                                     C-4-6
<PAGE>   106

                                   ASSIGNMENT


SOCIAL SECURITY OR TAXPAYER I.D. OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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


         FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (NAME AND ADDRESS OF ASSIGNEE)

THE WITHIN NOTE AND ALL RIGHTS THEREUNDER, AND HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS ____________________________________, AS ATTORNEY, TO TRANSFER SAID
NOTE ON THE BOOKS KEPT FOR REGISTRATION THEREOF, WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES.

DATED:                                                                (5)
      ------------------           -----------------------------------

                              SIGNATURE GUARANTEED:


-------------------------   ----------------------------------]



----------

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



                                     C-4-7
<PAGE>   107

                                                                       EXHIBIT D


                              RULE 144A CERTIFICATE

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

                                        ,
----------------------------------------
as Trustee of Capital Auto Receivables Asset Trust 20___-SN[1]
[ADDRESS]

Ladies and Gentlemen:

         In connection with the purchase of a [CLASS A-1 __% ASSET BACKED NOTE
(THE "CLASS A-1 NOTE")] [VARIABLE RATE PAY ASSET BACKED REVOLVING NOTE, CLASS __
(THE "VARIABLE PAY REVOLVING NOTE", AND TOGETHER WITH THE CLASS A-1 NOTES, THE
"PRIVATE NOTES")] of the Capital Auto Receivables Asset Trust 20__-SN[1], the
undersigned buyer ("Buyer") hereby acknowledges, represents and agrees that:

                  (a) Buyer is a "qualified institutional buyer" as defined
under Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"), acting for its own account or for the accounts of other "qualified
institutional buyers" as defined under Rule 144A under the Securities Act. Buyer
is familiar with Rule 144A under the Securities Act and Buyer is aware that the
seller of the Class A-1 Note to it and other parties intend to rely on the
statements made herein and the exemption from the registration requirements of
the Securities Act provided by Rule 144A.

                  (b) Buyer is purchasing the Class A-1 Note for its own account
(or the accounts of other "qualified institutional buyers"), not with a view to,
or for offer or sale in connection with, any distribution thereof, subject to
the disposition of Buyer's property (or property held in the accounts of other
"qualified institutional buyers") being at all times within Buyer's control and
subject to Buyer's ability to resell such Class A-1 Note pursuant to Rule 144A
under the Securities Act. Buyer agrees to offer, sell or otherwise transfer the
Class A-1 Note only in conformity with the restrictions on transfer set forth in
the Indenture dated as of __________, 20__ pursuant to which the Class A-1 Note
was issued and the legend set forth on the definitive physical certificate
evidencing the Class A-1 Note. Buyer acknowledges the definitive certificate
evidencing the Class A-1 Note will bear a legend in the form set forth in the
paragraph entitled "Restrictions on the Transferability of the Notes" in the
Private Placement Memorandum




                                      D-1
<PAGE>   108

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


                                             -----------------------------------
                                                            Print Name of Buyer

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                             Date:
                                                  ------------------------------



                                      D-2