<PAGE>

                                                                     Exhibit 4.1


                                    INDENTURE


                                     between


                         BMW VEHICLE OWNER TRUST 2004-A,
                                    as Issuer


                                       and


                                 CITIBANK, N.A.,
                              as Indenture Trustee


                             Dated as of May 1, 2004

<PAGE>

     THIS INDENTURE, dated as of May 1, 2004, is between BMW VEHICLE OWNER TRUST
2004-A, a Delaware statutory trust (the "Issuer"), and CITIBANK, N.A., a
national banking association, as trustee and not in its individual capacity (the
"Indenture Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Issuer's 1.18% Asset Backed
Notes, Class A-1 (the "Class A-1 Notes"), 1.88% Asset Backed Notes, Class A-2
(the "Class A-2 Notes"), 2.67% Asset Backed Notes, Class A-3 (the "Class A-3
Notes"), 3.32% Asset Backed Notes, Class A-4 (the "Class A-4 Notes") and 3.52%
Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, the
"Notes"):

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to (a) the Receivables and all moneys
received thereon after the close of business on April 30, 2004; (b) the security
interests in the Financed Vehicles and any accessions thereto granted by
Obligors pursuant to the Receivables and any other interest of the Issuer in
such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with
respect to the Receivables from claims on any physical damage, credit life or
disability insurance policies covering Financed Vehicles or Obligors, including
any vendor's single interest or other collateral protection insurance policy;
(d) any property that shall have secured a Receivable and that shall have been
acquired by or on behalf of the Seller, the Servicer, or the Issuer; (e) all
documents and other items contained in the Receivable Files; (f) the Trust
Accounts and all funds on deposit from time to time in the Trust Accounts and in
all investments and proceeds thereof (including all income thereon); (g) the
Issuer's rights and benefits, but none of its obligations, under the Sale and
Servicing Agreement (including the Issuer's right to cause the Seller, or the
Servicer, as the case may be, to repurchase Receivables from the Issuer under
the circumstances described therein); (h) the Issuer's rights and benefits under
the Receivables Purchase Agreement, including the representations and warranties
and the cure and repurchase obligations of the Seller under the Receivables
Purchase Agreement; and (i) all present and future claims, demands, causes of
action and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and other property that at any time constitute all or part of or are
included in the proceeds of any of the foregoing (collectively, the
"Collateral").

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

<PAGE>

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

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01.  Definitions.

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

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

     "Administration Agreement" means the Owner Trust Administration Agreement,
dated as of May 1, 2004, among the Administrator, the Issuer and the Indenture
Trustee.

     "Administrator" means BMW FS, or any successor Administrator under the
Administration Agreement.

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

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

     "BMW FS" means BMW Financial Services NA, LLC, a Delaware limited liability
company, and its successors and assigns.

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

                                        2

<PAGE>

     "Business Day" shall have the meaning assigned thereto in the Sale and
Servicing Agreement.

     "Class A Notes" means collectively the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, as the context may require.

     "Class A-1 Notes" means the 1.18% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1.

     "Class A-1 Rate" means 1.18% per annum, computed on the basis of the actual
number of days elapsed in the related Interest Period.

     "Class A-2 Notes" means the 1.88% Asset Backed Notes, Class A-2,
substantially in the form of Exhibit A-2.

     "Class A-2 Rate" means a 1.88% per annum computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class A-3 Notes" means the 2.67% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3.

     "Class A-3 Rate" means 2.67% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class A-4 Notes" means the 3.32% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4.

     "Class A-4 Rate" means 3.32% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class B Notes" means the 3.52% Asset Backed Notes, Class B, substantially
in the form of Exhibit A-5.

     "Class B Rate" means 3.52% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.

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

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

     "Closing Date" means May 12, 2004.

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

                                        3

<PAGE>

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

     "Controlling Class" means with respect to any Notes Outstanding, the Class
A Notes (voting together as a single class) so long as any Class A Notes are
Outstanding, and thereafter the Class B Notes so long as any Class B Notes are
Outstanding.

     "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business is
administered, which office at the date of execution of this Indenture is located
at 111 Wall Street, 14th Floor, New York, New York 10005, Attn: Corporate Trust
- BMW Vehicle Owner Trust 2004-A, or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee at the address designated by such successor Indenture Trustee by notice
to the Noteholders and the Issuer.

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

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

     "Deposit Date" means the Business Day prior to each Payment Date.

     "Depositor" means BMW FS Securities LLC and its successors and assigns.

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

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

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

     "Final Scheduled Payment Date" means the Class A-1 Final Scheduled Payment
Date, the Class A-2 Final Scheduled Payment Date, the Class A-3 Final Scheduled
Payment Date, the Class A-4 Final Scheduled Payment Date, or the Class B Final
Scheduled Payment Date, as applicable, as those terms are defined in the Sale
and Servicing Agreement.

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

                                        4

<PAGE>

thereto.

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

     "Indenture Trustee" means Citibank, N.A., a national banking association,
not in its individual capacity, but as Indenture Trustee under this Indenture,
or any successor Indenture Trustee under this Indenture.

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

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

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

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

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

     "Note" means a Class A Note or a Class B Note, as the context may require.

     "Note Depository Agreement" means the agreement dated May 12, 2004, among
the Issuer, the Administrator, the Indenture Trustee and The Depository Trust
Company, as the initial Clearing Agency, relating to the Class A Notes and the
Class B Notes, substantially in the form of Exhibit B.

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

                                        5

<PAGE>

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

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

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

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any Basic Document,
Notes owned by the Issuer, any other obligor on the Notes, the Depositor, the
Seller or any Affiliate of any of the foregoing Persons shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes that a
Responsible Officer of the Indenture Trustee knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor on the Notes, the Depositor, the
Seller or any Affiliate of any of the foregoing Persons.

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

                                        6

<PAGE>

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

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

     "Payment Date" means the twenty-fifth day of each month, or if any such
date is not a Business Day, the next succeeding Business Day, commencing June
25, 2004.

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

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

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

     "Receivables" means any contract listed on Schedule A (which Schedule may
be in the form of microfiche).

     "Receivables Purchase Agreement" means the Receivables Purchase Agreement,
dated as of May 1, 2004, among BMW FS, as Seller, and BMW FS Securities LLC, as
Depositor.

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

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

     "Redemption Price" means in the case of a redemption of the Notes pursuant
to Section 10.01, an amount equal to the unpaid principal amount of the Notes
redeemed plus accrued and unpaid interest thereon at the Interest Rate for each
Note being so redeemed on such Redemption Date.

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

                                        7

<PAGE>

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

     "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of May 1, 2004, among the Issuer, the Depositor, BMW FS, as Seller,
Servicer, Custodian and Administrator, and the Indenture Trustee.

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

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

     "Seller" means BMW FS, in its capacity as seller under the Receivables
Purchase Agreement and the Sale and Servicing Agreement, and its successor in
interest.

     "Servicer" means BMW FS, in its capacity as servicer under the Sale and
Servicing Agreement, and any Successor Servicer thereunder.

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

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

     "Trust Agreement" means the Amended and Restated Trust Agreement, dated as
of May 1, 2004, among BMW FS Securities LLC, as Depositor, and Wilmington Trust
Company, as Owner Trustee.

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

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

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

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

                                        8

<PAGE>

     SECTION 1.02.  Other Definitional Provisions.

          (a)  Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Trust Agreement.

          (b)  All terms defined in this Indenture shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (c)  As used in this Indenture and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Indenture or in any such certificate or other document, and
accounting terms partly defined in this Indenture or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles. To the extent that
the definitions of accounting terms in this Indenture or in any such certificate
or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Indenture or in any such certificate or other document shall control.

          (d)  The words "hereof," "herein," "hereunder" and words of similar
import when used in this Indenture shall refer to this Indenture as a whole and
not to any particular provision of this Indenture; Article, Section, Schedule
and Exhibit references contained in this Indenture are references to Articles,
Sections, Schedules and Exhibits in or to this Indenture unless otherwise
specified; and the term "including" shall mean "including without limitation".

          (e)  The definitions contained in this Indenture are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

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

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

                                        9

<PAGE>

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

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

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

                                   ARTICLE II.

                                    THE NOTES

     SECTION 2.01.  Form. The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case
together with the Indenture Trustee's certificate of authentication, shall be in
substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4 and Exhibit A-5, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing the Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of such Note.

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

     Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and
Exhibit A-5 are part of the terms of this Indenture.

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

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

     The Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$313,000,000, Class A-2 Notes for original issue in an aggregate principal
amount of $417,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $470,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $256,312,000 and Class B Notes for original issue
in an aggregate principal

                                       10

<PAGE>

amount $33,521,000. The aggregate principal amount of Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any
time may not exceed such respective amounts except as provided in Section 2.06.

     The Notes shall be issuable as registered Notes in minimum denominations of
$1,000 and in integral multiples of $1,000 in excess thereof (except for one
Note of each class which may be issued in a denomination other than an integral
multiple of $1,000).

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

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

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

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

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

                                       11

<PAGE>

Notes.

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

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

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

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

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

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

     No Note, or any interest therein, may be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary

                                       12

<PAGE>

responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
such note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of a Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

     SECTION 2.05.  [Reserved].

     SECTION 2.06.  Mutilated, Destroyed, Lost or Stolen Notes. If (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by it to hold the Issuer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute, and upon an Issuer Order the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within 15 days shall be due and payable, or
shall have been called for redemption, instead of issuing a replacement Note,
the Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note, a bona
fide purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

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

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

                                       13

<PAGE>

proportionately with any and all other Notes duly issued hereunder.

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

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

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

          (a)  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes shall accrue interest at the Class A-1
Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate and the Class B
Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4 and Exhibit A-5, respectively, and such interest shall be payable on
each Payment Date as specified therein, subject to Section 3.01. Any installment
of interest or principal payable on a Note that is punctually paid or duly
provided for by the Issuer on the applicable Payment Date shall be paid to the
Person in whose name such Note (or one or more Predecessor Notes) is registered
on the Record Date by check mailed first-class postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.12, with respect
to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be
made by wire transfer in immediately available funds to the account designated
by such nominee; provided, however, that the final installment of principal
payable with respect to such Note on a Payment Date or on the related Final
Scheduled Payment Date (including the Redemption Price for any Note called for
redemption pursuant to Section 10.01) shall be payable as provided in paragraph
(b) below. The funds represented by any such checks returned undelivered shall
be held in accordance with Section 3.03.

          (b)  The principal of each Note shall be payable in installments on
each Payment Date as provided in Section 3.01 and the forms of the Notes set
forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit A-5.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
may be declared immediately due and payable, if not previously paid, in the
manner provided in Section 5.02 on any date on which an Event of Default shall
have occurred and be continuing by the Indenture Trustee or the Indenture
Trustee acting at the direction of the Holders of Notes representing not less
than a majority of the Outstanding Amount of the Notes of the Controlling Class.
All principal payments on each Class of Notes shall be made pro rata to the
Noteholders of the related Class entitled thereto. Upon written notice thereof,
the Indenture Trustee shall notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Payment Date on which

                                       14

<PAGE>

the Issuer expects the final installment of principal of and interest on such
Note to be paid. Such notice shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.02.

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

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

     SECTION 2.10.  Book-Entry Notes. The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on
the Note Register in the name of Cede & Co., the nominee of the initial Clearing
Agency, and no Owner thereof will receive a Definitive Note representing such
Note Owner's interest in such Note, except as provided in Section 2.12. Unless
and until definitive, fully registered Notes (the "Definitive Notes") have been
issued to such Note Owners pursuant to Section 2.12:

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

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

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

               (iv)  the rights of Note Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such Note Owners and the Clearing Agency or the Clearing
Agency Participants pursuant to the Note Depository Agreement. Unless and until
Definitive Notes are issued pursuant to Section 2.12,

                                       15

<PAGE>

the initial Clearing Agency will make book-entry transfers among the Clearing
Agency Participants and receive and transmit payments of principal of and
interest on the Notes to such Clearing Agency Participants; and

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

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

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

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

                                       16

<PAGE>

                                  ARTICLE III.

                                   COVENANTS

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

     SECTION 3.02.  Maintenance of Office or Agency. The Issuer will maintain in
the Borough of Manhattan, The City of New York, an office or agency where Notes
may be surrendered for registration of transfer or exchange, and where notices
and demands to or upon the Issuer in respect of the Notes and this Indenture may
be served. Such office will initially be located at 111 Wall Street, 14th Floor,
New York, New York 10005, Attn: Corporate Trust - BMW Vehicle Owner Trust
2004-A. The Issuer will give prompt written notice to the Indenture Trustee of
the location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.

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

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

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

                                       17

<PAGE>

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

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

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

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

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

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

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

                                       18

<PAGE>

payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

     SECTION 3.04.  Existence. Except as otherwise permitted by the provisions
of Section 3.10, the Issuer will keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware (unless
it becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other State or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Trust Estate.

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

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

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

               (iii) enforce any of the Collateral; or

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

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

     SECTION 3.06.  Opinions as to Trust Estate.

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

                                       19

<PAGE>

          (b)  On or before April 30, in each calendar year, beginning in 2005,
the Issuer shall furnish to the Indenture Trustee and the Rating Agencies an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and security interest created by this Indenture and reciting the details of
such action, or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the lien and security interest of this Indenture until April 30 of the following
calendar year.

     SECTION 3.07.  Performance of Obligations; Servicing of Receivables.

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

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

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

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

          (e)  [Reserved]

                                       20

<PAGE>

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

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

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

               (i)   except as expressly permitted by this Indenture, the
Receivables Purchase Agreement or the Sale and Servicing Agreement, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of
the Issuer, including those included in the Trust Estate, unless directed to do
so by the Indenture Trustee acting on direction of at least a majority of the
Outstanding Amount of the Notes of the Controlling Class given pursuant to this
Indenture;

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

               (iii) (A) permit the validity or effectiveness of this Indenture
to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (B) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the

                                       21

<PAGE>

Trust Estate or any part thereof or any interest therein or the proceeds thereof
(other than tax liens, mechanics' liens and other liens that arise by operation
of law, in each case on any of the Financed Vehicles and arising solely as a
result of an action or omission of the related Obligor and the lien of this
Indenture) or (C) permit the lien of this Indenture not to constitute a valid
first priority (other than with respect to any such tax, mechanics' or other
lien) security interest in the Trust Estate.

     SECTION 3.09.  Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Rating Agencies, within 90 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year 2004), an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

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

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

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

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

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

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

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

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

                                       22

<PAGE>

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

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

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

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

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

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

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

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

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

                                       23

<PAGE>

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

     SECTION 3.11.  Successor or Transferee.

          (a)  Upon any consolidation or merger of the Issuer in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, 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), BMW Vehicle Owner Trust 2004-A will be
released from every covenant and agreement of this Indenture to be observed by
or performed on the part of the Issuer with respect to the Notes immediately
upon the delivery of written notice to the Indenture Trustee stating that BMW
Vehicle Owner Trust 2004-A is to be so released.

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

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

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

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

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

     SECTION 3.17.  Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator unless the Rating
Agency Condition shall have been satisfied in connection with such removal and
the Indenture Trustee receives written notice of the foregoing and consents
thereto.
                                       24

<PAGE>

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

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

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

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

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

          (A)  either:

                         (1)  all Notes theretofore authenticated and delivered
     (other than (i) Notes that have been destroyed, lost or stolen and that
     have been replaced or paid as provided in Section 2.06 and (ii) Notes for
     the payment of which money has theretofore been deposited in trust or
     segregated and held in trust by the Issuer and

                                       25

<PAGE>

     thereafter repaid to the Issuer or discharged from such trust, as provided
     in Section 3.03) have been delivered to the Indenture Trustee for
     cancellation; or

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

                         a.   have become due and payable,

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

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

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

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

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

     SECTION 4.02.  Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by
it in accordance with the provisions of the Notes and this Indenture to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Holders of the particular Notes for the payment or
redemption of which such moneys have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest.

     SECTION 4.03.  Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with

                                       26

<PAGE>

respect to such Notes shall, upon written demand of the Issuer, be paid to the
Indenture Trustee to be held and applied according to Section 3.03; and
thereupon, such Paying Agent shall be released from all further liability with
respect to such moneys.

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

                                   ARTICLE V.

                                   REMEDIES

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

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

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

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

               (iv)  the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any substantial
part of the Trust Estate in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or
the appointment of a receiver, liquidator, assignee, custodian,

                                       27

<PAGE>

trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Trust Estate, or the ordering of the winding-up or liquidation of
the Issuer's affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or

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

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

     SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.

          (a)  If an Event of Default shall occur and be continuing, then and in
every such case the Indenture Trustee may, or the Indenture Trustee as directed
in writing by the Holders of Notes representing not less than a majority of the
Outstanding Amount of the Notes of the Controlling Class shall, declare all the
Notes to be then immediately due and payable, by a notice in writing to the
Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such
declaration the Outstanding Amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable as provided in the Notes set forth in Exhibit A-1,
Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit A-5. Notwithstanding anything
to the contrary in this paragraph (a), if an Event of Default specified in
clauses (iv) or (v) of Section 5.01 shall have occurred and be continuing the
Notes shall become immediately due and payable at par, together with accrued
interest thereon.

          (b)  [Reserved]

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

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

                                       28

<PAGE>

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

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

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

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

     SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

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

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

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

                                       29

<PAGE>

to enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

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

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

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

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

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

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

                                       30

<PAGE>

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

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

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

     SECTION 5.04.  Remedies; Priorities.

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

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

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

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

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

provided that Indenture Trustee may not sell or otherwise liquidate the Trust
Estate following an Event of Default unless:

          (A)  the Event of Default is of the type described in Section 5.01(i)
or (ii); or

                                       31

<PAGE>

          (B)  with respect to an Event of Default described in Section 5.01
(iii);

                    (i)   the Noteholders of all Outstanding Notes consent
thereto; or

                    (ii)  the proceeds of such sale or liquidation are
sufficient to pay in full the principal of and accrued interest on the
Outstanding Notes.

          (C)  with respect to any Event of Default described in Section 5.01
(iv) and (v):

                    (i)   the Noteholders of Notes evidencing 100% of the
principal amount of the Controlling Class of Notes consent thereto; or

                    (ii)  the proceeds of such sale or liquidation are
sufficient to pay in full the principal of and the accrued interest on the
Outstanding Notes; or

                    (iii) the Indenture Trustee

                    (x) determines (but shall have no obligation to make such
               determination) that the Trust Estate will not continue to provide
               sufficient funds for the payment of principal of and interest on
               the Notes as they would have become due if the Notes had not been
               declared due and payable; and

                    (y) the Indenture Trustee obtains the consent of Noteholders
               of Notes evidencing not less than 66 2/3% of the principal amount
               of the Controlling Class of Notes; or

In determining such sufficiency or insufficiency with respect to clause (B)(ii)
and (C)(ii) or (C)(iii)(x), Indenture Trustee may, but need not, obtain at the
Issuer's expense, 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)  (i)   Notwithstanding the provisions of Section 8.02, following
the occurrence and during the continuation of an Event of Default specified in
Section 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) that has resulted in an
acceleration of the Notes (or following the occurrence of any such event after
an Event of Default specified in Section 5.01(iii) has occurred and the Trust
Estate has been liquidated), if Indenture Trustee collects any money or
property, it shall pay out such money or property (and other amounts including
amounts held on deposit in the Reserve Account) held as Collateral for the
benefit of the Noteholders, net of liquidation costs associated with the sale of
the Trust Estate (inclusive of any amount owing to the Indenture Trustee under
Section 6.07), in the following order:

          FIRST: to the Servicer for due and unpaid Servicing Fees;

          SECOND: to Class A Noteholders for amounts due and unpaid on the

                                       32

<PAGE>

          Class A Notes in respect of interest, ratably, without preference or
          priority of any kind, according to the amounts due and payable on the
          Class A Notes in respect of interest;

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

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

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

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

          SEVENTH: to the Indenture Trustee, any amounts due under Section 6.07;
          and to the Owner Trustee, any amounts due under Article VIII of the
          Trust Agreement; and

          EIGHTH: to the Certificate Distribution Account, for distribution to
          the Certificateholders.

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

               (ii)  Except as provided in Section 5.04(b)(i), the Indenture
Trustee shall make all payments and distributions of the Trust Estate in
accordance with Section 8.02.

     SECTION 5.05.  Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default, and such

                                       33

<PAGE>

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

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

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

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

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

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

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

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

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

                                       34

<PAGE>

provisions of this Indenture.

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

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

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

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

     SECTION 5.11.  Control by the Controlling Class of Noteholders. The Holders
of a majority of the Outstanding Amount of the Notes of the Controlling Class
shall have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee with respect to the
Notes or exercising any trust or power conferred on the Indenture Trustee;
provided that:

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

                                       35

<PAGE>

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

               (iii) if the conditions set forth in Section 5.05 have been
satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section, then any written direction to the Indenture Trustee by Holders
of Notes representing less than 100% of the Outstanding Amount of the 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.

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

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

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

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

                                       36

<PAGE>

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

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

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

     SECTION 5.16.  Performance and Enforcement of Certain Obligations.

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

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

                                       37

<PAGE>

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

                                   ARTICLE VI.

                              THE INDENTURE TRUSTEE

     SECTION 6.01.  Duties of Indenture Trustee.

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

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

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

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

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

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

                                       38

<PAGE>

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

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

          (d)  [Reserved]

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

          (f)  [Reserved]

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

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

          (i)  Except as otherwise specifically set forth in the Sale and
Servicing Agreement, in no event shall the Indenture Trustee be required to
perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer or any other party under the Sale and Servicing
Agreement.

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

     For purposes of this Section 6.01 and Section 8.03(c), the Indenture
Trustee, or a Responsible Officer thereof, shall be charged with actual
knowledge of any default or an Event of Default if a Responsible Officer
actually knows of such default or Event of Default or the Indenture Trustee
receives written notice of such default or Event of Default from the Issuer, the
Servicer or Noteholders owning Notes aggregating not less than 10% of the
Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture
Trustee shall not be required to take

                                       39

<PAGE>

notice and in the absence of such actual notice and knowledge, the Indenture
Trustee may conclusively assume that there is no such default or Event of
Default.

     SECTION 6.02.  Rights of Indenture Trustee.

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

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

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

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

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

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

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

                                       40

<PAGE>

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

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

     SECTION 6.03.  Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.13.

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

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

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

     SECTION 6.07.  Compensation and Indemnity. The Issuer shall cause the
Servicer to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Issuer shall cause the Administrator to
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
out-of-pocket compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall
cause the Administrator to indemnify the Indenture Trustee against any and all
loss, liability or expense (including attorneys' fees and expenses) incurred by
it in connection with the administration of this trust and the performance of
its duties hereunder or under the Sale and Servicing Agreement or under any
other Basic Document. The Indenture Trustee shall notify the Issuer and the
Administrator promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuer and the Administrator shall not
relieve the Issuer or the Administrator of its obligations

                                       41

<PAGE>

hereunder if no prejudice to the Issuer or the Administrator shall have resulted
from such failure. The Issuer shall, or shall cause the Administrator to, defend
any such claim, and the Indenture Trustee may have separate counsel and the
Issuer shall, or shall cause the Administrator to, pay the fees and expenses of
such counsel. Neither the Issuer nor the Administrator need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

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

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

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

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

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

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

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

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

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

                                       42

<PAGE>

any Successor Indenture Trustee.

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

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

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

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

     If at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Notes so
authenticated; and if at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
authenticated by the successor Indenture Trustee shall have the full force and
effect for purposes of this Indenture and the Notes as any certificate of
authentication executed and delivered by the predecessor 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 may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Estate, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a

                                       43

<PAGE>

successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.08.

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

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

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

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

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

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

     SECTION 6.11.  Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition, and the time
deposits of the Indenture Trustee shall be rated at least "A-1" by

                                       44

<PAGE>

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

     SECTION 6.12.  [Reserved].

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

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

     SECTION 6.15.  Licenses. The Issuer shall take such action as, in its
reasonable judgment, shall be necessary to maintain the effectiveness of all
sales finance company licenses required under the Maryland Code and all licenses
required under the Pennsylvania Motor Vehicle Sales Finance Act, in connection
with this Indenture and the transactions contemplated hereby until the lien and
security interest of this Indenture shall no longer be in effect in accordance
with the terms hereof.

                                  ARTICLE VII.

                         NOTEHOLDERS' LISTS AND REPORTS

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

     SECTION 7.02.  Preservation of Information; Communications to Noteholders.

          (a)  The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The

                                       45

<PAGE>

Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished. The Indenture Trustee
shall make such list available to the Owner Trustee on written request, and to
the Noteholders upon written request of three or more Noteholders or one or more
Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes.
Upon receipt by the Indenture Trustee of any request by a Noteholder to receive
a copy of the current list of Noteholders, the Indenture Trustee shall promptly
notify the Administrator thereof by providing to the Administrator a copy of
such request and a copy of the list of Noteholders in response thereto.

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

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

     SECTION 7.03.  Reports by Issuer.

          (a)  The Issuer shall:

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

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

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

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

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

     A copy of each report at the time of its mailing to Noteholders shall be
filed by the

                                       46

<PAGE>

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.

                                  ARTICLE VIII.

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

     SECTION 8.02.  Trust Accounts.

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

          (b)  On or before each Deposit Date, the Issuer shall cause the
Servicer to deposit all Available Amounts with respect to the Collection Period
preceding such Payment Date in the Collection Account as provided in Section
5.02 and 5.04 of the Sale and Servicing Agreement. On or before each Deposit
Date, all amounts required to be withdrawn from the Reserve Account and
deposited in the Collection Account pursuant to Section 5.06 of the Sale and
Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve
Account and deposited to the Collection Account as provided therein, as to which
Issuer shall cause Servicer to timely provide the related instructions.

          (c)  On each Payment Date, the Indenture Trustee (based on the
information contained in the Servicer's Certificate delivered on or before the
related Determination Date pursuant to Section 4.09 of the Sale and Servicing
Agreement) shall make the withdrawals from the Collection Account and make
deposits, distributions and payments, to the extent of funds on deposit in the
Collection Account with respect to the Collection Period preceding such Payment
Date (including funds, if any, deposited therein from the Reserve Account), in
accordance with the provisions of Section 5.06(b) of the Sale and Servicing
Agreement (as to which the Issuer shall cause the Servicer to timely provide the
related instructions).

                                       47

<PAGE>

               (i)   On each Payment Date, the Indenture Trustee (based on the
information contained in the Servicer's Certificate delivered on or before the
related Determination Date pursuant to Section 4.09 of the Sale and Servicing
Agreement) shall withdraw the funds on deposit in the Interest Distribution
Account with respect to the Collection Period preceding such Distribution Date
and make distributions and payments in the following order of priority:

                    (A)  first, to the Noteholders of Class A Notes, the accrued
          and unpaid interest on the Class A Notes; provided that if there are
          not sufficient funds available to pay the entire amount of the accrued
          and unpaid interest on the Class A Notes, the amounts available shall
          be applied to the payment of such interest on the Class A Notes on a
          pro rata basis based upon the amount of interest due on each Class of
          Class A Notes; and

                    (B)  second, to the Noteholders of Class B Notes, the
          accrued and unpaid interest on the Class B Notes; provided that if
          there are not sufficient funds available to pay the entire amount of
          the accrued and unpaid interest on the Class B Notes, the amounts
          available shall be applied to the payment of such interest on the
          Class B Notes on a pro rata basis.

          (d)  On each Distribution Date, the Indenture Trustee (based on the
information contained in the Servicer's Certificate delivered on or before the
related Determination Date pursuant to Section 4.09 of the Sale and Servicing
Agreement) shall withdraw the funds on deposit on the Principal Distribution
Account with respect to the Collection Period preceding such Distribution Date
and make distributions and payments in the following order of priority:

               (i)   first, to the Noteholders of the Class A-1 Notes in
reduction of principal until the principal amount of the Outstanding Class A-1
Notes has been paid in full; provided that if there are not sufficient funds
available to pay the principal amount of the Outstanding Class A-1 Notes in
full, the amounts available shall be applied to the payment of principal on the
Class A-1 Notes on a pro rata basis;

               (ii)  second, to the Noteholders of the Class A-2 Notes in
reduction of principal until the principal amount of the Outstanding Class A-2
Notes has been paid in full; provided that if there are not sufficient funds
available to pay the principal amount of the Outstanding Class A-2 Notes in
full, the amounts available shall be applied to the payment of principal on the
Class A-2 Notes on a pro rata basis;

               (iii) third, to the Noteholders of the Class A-3 Notes in
reduction of principal until the principal amount of the Outstanding Class A-3
Notes has been paid in full; provided that if there are not sufficient funds
available to pay the principal amount of the Outstanding Class A-3 Notes in
full, the amounts available shall be applied to the payment of principal on the
Class A-3 Notes on a pro rata basis;

                                       48

<PAGE>

               (iv)  fourth, to the Noteholders of the Class A-4 Notes in
reduction of principal until the principal amount of the Outstanding Class A-4
Notes has been paid in full; provided that if there are not sufficient funds
available to pay the principal amount of the Outstanding Class A-4 Notes in
full, the amounts available shall be applied to the payment of principal on the
Class A-4 Notes on a pro rata basis;

               (v)   fifth, to the Noteholders of the Class B Notes in reduction
of principal until the principal amount of the Outstanding Class B Notes has
been paid in full; provided that if there are not sufficient funds available to
pay the principal amount of the Outstanding Class B Notes in full, the amounts
available shall be applied to the payment of principal on the Class B Notes on a
pro rata basis; and

               (vi)  sixth, any remaining amounts, to the Certificate
Distribution Account.

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

     SECTION 8.04.  Release of Trust Estate.

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

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

          (c)  The Issuer agrees, upon request by the Servicer and
representation by the Servicer that it has complied with the procedure in
Section 9.01 of the Sale and Servicing

                                       49

<PAGE>

Agreement, to render the Issuer Request to the Indenture Trustee in accordance
with Section 4.04, and take such other actions as are required in that Section.

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

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01.  Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

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

                                       50

<PAGE>

or in any supplemental indenture or to make any other provisions with respect to
matters or questions arising under this Indenture or in any supplemental
indenture; provided, that such action shall not adversely affect the interests
of the Holders of the Notes;

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

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

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

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

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

               (i)   change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof, the interest
rate thereon or the Redemption Price with respect thereto, change the provisions
of this Indenture relating to the application of collections on, or the proceeds
of the sale of, the Trust Estate to payment of principal of or interest on the
Notes, or change any place of payment where, or the coin or currency in which,
any Note or the interest thereon is payable, or impair the right to institute
suit

                                       51

<PAGE>

for the enforcement of the provisions of this Indenture requiring the
application of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);

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

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

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

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

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

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

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

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

     Promptly after the execution by the Issuer and the Indenture Trustee of any
supplemental

                                       52

<PAGE>

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

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

     SECTION 9.04.  Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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

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

                                   ARTICLE X.

                               REDEMPTION OF NOTES

     SECTION 10.01. Redemption. The Notes are subject to redemption in whole,
but not in part, at the direction of the Servicer pursuant to Section 9.01 of
the Sale and Servicing

                                       53

<PAGE>

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

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

     All notices of redemption shall state:

               (i)   the Redemption Date;

               (ii)  the Redemption Price;

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

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

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

     SECTION 10.03. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption as required by
Section 10.02 (in the case of redemption pursuant to Section 10.01), on the
Redemption Date become due and payable at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Price.

                                   ARTICLE XI.

                                  MISCELLANEOUS

     SECTION 11.01. Compliance Certificates and Opinions, etc.

                                       54

<PAGE>

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

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

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

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

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

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

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

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

                                       55

<PAGE>

any securities so deposited, if the fair value thereof to the Issuer as set
forth in the related Officer's Certificate is less than $25,000 or less than one
percent of the Outstanding Amount of the Notes.

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

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

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

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

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

                                       56

<PAGE>

counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

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

     SECTION 11.03. Acts of Noteholders.

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

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

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

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

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

                                       57

<PAGE>

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

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

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

     Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
Fitch, at the following address: Fitch Ratings, One State Street Plaza, 32nd
Floor, New York New York 10004; (ii) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church
Street, New York, New York 10007; (iii) in the case of Standard & Poor's, at the
following address: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York 10041, Attention: Asset Backed
Surveillance Department; or as to each of the foregoing, at such other address
as shall be designated by written notice to the other parties.

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

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

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

                                       58

<PAGE>

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

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

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

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

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

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

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

     SECTION 11.12. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       59

<PAGE>

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

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

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

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

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

                                       60

<PAGE>

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

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

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

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

                                  *  *  *  *  *

                                       61

<PAGE>

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

                                        BMW VEHICLE OWNER TRUST 2004-A,


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


                                        By:        /s/ Janel R. Havrilla
                                            ------------------------------------
                                            Name:  Janel R. Havrilla
                                            Title: Financial Services Officer

                                        CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By:        /s/ Kristen Driscoll
                                            ------------------------------------
                                            Name:  Kristen Driscoll
                                            Title: Vice President

<PAGE>

STATE OF DELAWARE    }
                     } ss.:
COUNTY OF NEW CASTLE }

     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Janel R. Harrilla, a
Fin. Svcs. Officer of WILMINGTON TRUST COMPANY, not in its individual capacity
but solely as Owner Trustee of BMW Vehicle Owner Trust 2004-A, a Delaware
statutory trust (the "Trust") known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of the said Trust, and that s/he executed the same as the act
of said Trust for the purpose and consideration therein expressed, and in the
capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 10th day of May, 2004.

                                        /s/ Kathleen A. Pedelini

                                 Notary Public in and for the State of New York.


My commission expires:

Oct. 31, 2006

<PAGE>

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

     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Kristen Driscoll, 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 Citibank, N.A., a
national banking association, and that s/he executed the same as the act of said
corporation for the purpose and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 12 day of May, 2004.

                                         /s/ Narette Murphy
                          ------------------------------------------------------
                                 Notary Public in and for the State of New York.


My commission expires:

             1/21/07
----------------------------------------

                                       64

<PAGE>

                                   SCHEDULE A

                             Schedule of Receivables

                           [On file with the Servicer]


                                       65

<PAGE>
                                                                     EXHIBIT A-1

                            [FORM OF CLASS A-1 NOTE]

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

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


                                       66

<PAGE>

REGISTERED          $313,000,000/1/                        CUSIP NO. 055959 BB 5
No. R-1
                         BMW VEHICLE OWNER TRUST 2004-A

                       1.18% ASSET BACKED NOTE, CLASS A-1

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of THREE HUNDRED THIRTEEN MILLION DOLLARS, payable on each
Payment Date in an amount equal to the result obtained by multiplying (i)
$313,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-1 Notes pursuant to
Section 3.01 of the Indenture dated as of May 1, 2004 (the "Indenture"), between
the Issuer and Citibank, N.A., a national banking association, as Indenture
Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on May 25, 2005 (the
"Class A-1 Final Scheduled Payment Date"). Capitalized terms used but not
defined herein are defined in the Indenture, which also contains rules as to
construction that shall be applicable herein.

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

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

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

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

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

                                       67

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A


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


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                                       68

<PAGE>

                            REVERSE OF CLASS A-1 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.18% Asset Backed Notes, Class A-1 (herein called the "Class
A-1 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-1 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 25th day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing June 25, 2004.

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

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

                                       69

<PAGE>

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

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

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

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

     The Issuer has entered into the Indenture and this Note is issued with the
intention that, for purposes of federal and state income tax, franchise tax and
any other tax measured in whole or in part by income, the Notes will qualify as
indebtedness secured by the Trust Estate. Each

                                       70

<PAGE>

Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a
beneficial interest in a Note), agrees to treat the Notes for such purposes as
indebtedness.

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

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

                                       71

<PAGE>

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

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

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

                                       72

<PAGE>

                                   ASSIGNMENT

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

______________________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                */

                                        Signature Guaranteed:

                                                                */


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

                                       73

<PAGE>

                                                                     EXHIBIT A-2
                            [FORM OF CLASS A-2 NOTE]

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

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

                                       74

<PAGE>

REGISTERED          $400,000,000/1/                        CUSIP NO. 055959 BC 3

No. R-1

                         BMW VEHICLE OWNER TRUST 2004-A

                       1.88% ASSET BACKED NOTE, CLASS A-2

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of FOUR HUNDRED MILLION DOLLARS, payable on each Payment Date
in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $400,000,000 and the denominator of which is $417,000,000
by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the
Indenture dated as of May 1, 2004 (the "Indenture"), between the Issuer and
Citibank, N.A., a national banking association, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on October 25, 2006 (the "Class A-2 Final
Scheduled Payment Date"). No payments of principal of the Class A-2 Notes shall
be made until the Class A-1 Notes have been paid in full. Capitalized terms used
but not defined herein are defined in the Indenture, which also contains rules
as to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in the
last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 25th day of the month
preceding the month of such Payment Date (or, in the case of the first Payment
Date, from the Closing Date) to but excluding the 25th day of the month of such
Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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


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

<PAGE>

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


                                       76

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A


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


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                                       77

<PAGE>

                            REVERSE OF CLASS A-2 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.88% Asset Backed Notes, Class A-2 (herein called the "Class
A-2 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-2 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes are paid in
full and have no Outstanding Amount. "Payment Date" means the 25th day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing June 25, 2004.

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

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

                                       78

<PAGE>

The City of New York.

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

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

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

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

     The Issuer has entered into the Indenture and this Note is issued with the
intention that,

                                       79

<PAGE>

for purposes of federal and state income tax, franchise tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each
Note Owner by acceptance of a beneficial interest in a Note), agrees to treat
the Notes for such purposes as indebtedness.

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

                                       80

<PAGE>

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

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

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

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

                                       81

<PAGE>

                                   ASSIGNMENT

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

______________________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                 */

                                        Signature Guaranteed:

                                                                 */


----------

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

                                       82

<PAGE>

REGISTERED     $17,000,000/1/                              CUSIP NO. 055959 BC 3

No. R-2

                         BMW VEHICLE OWNER TRUST 2004-A

                       1.88% ASSET BACKED NOTE, CLASS A-2

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of SEVENTEEN MILLION DOLLARS, payable on each Payment Date in
an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $17,000,000 and the denominator of which is $417,000,000
by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the
Indenture dated as of May 1, 2004 (the "Indenture"), between the Issuer and
Citibank, N.A., a national banking association, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on October 25, 2006 (the "Class A-2 Final
Scheduled Payment Date"). No payments of principal of the Class A-2 Notes shall
be made until the Class A-1 Notes have been paid in full. Capitalized terms used
but not defined herein are defined in the Indenture, which also contains rules
as to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in the
last sentence of Section 3.01 of the Indenture. Interest on this Note will
accrue for each Payment Date from and including the 25th day of the month
preceding the month of such Payment Date (or, in the case of the first Payment
Date, from the Closing Date) to but excluding the 25th day of the month of such
Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

<PAGE>

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


                                       84

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A


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


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                                       85

<PAGE>

                            REVERSE OF CLASS A-2 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 1.88% Asset Backed Notes, Class A-2 (herein called the "Class
A-2 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-2 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes are paid in
full and have no Outstanding Amount. "Payment Date" means the 25th day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing June 25, 2004.

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

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

                                       86

<PAGE>

The City of New York.

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

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

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

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

     The Issuer has entered into the Indenture and this Note is issued with the
intention that,

                                       87

<PAGE>

for purposes of federal and state income tax, franchise tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each
Note Owner by acceptance of a beneficial interest in a Note), agrees to treat
the Notes for such purposes as indebtedness.

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

                                       88

<PAGE>

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

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

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

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

                                       89

<PAGE>

                                   ASSIGNMENT


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

_______________________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                 */

                                        Signature Guaranteed:

                                                                 */


----------

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

                                       90

<PAGE>

                                                                     EXHIBIT A-3
                            [FORM OF CLASS A-3 NOTE]

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

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

                                       91

<PAGE>

REGISTERED:    $400,000,000/1/                             CUSIP NO. 055959 BD 1

No. R-1

                         BMW VEHICLE OWNER TRUST 2004-A

                       2.67% ASSET BACKED NOTE, CLASS A-3

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede &Co., or registered assigns,
the principal sum of FOUR HUNDRED MILLION DOLLARS, payable on each Payment Date
in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $400,000,000 and the denominator of which is $470,000,000
by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-3 Notes pursuant to Section 3.01 of the
Indenture dated as of May 1, 2004 (the "Indenture"), between the Issuer and
Citibank, N.A., a national banking association, as Indenture Trustee (the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on March 25, 2008 (the "Class A-3 Final
Scheduled Payment Date"). No payments of principal of the Class A-3 Notes shall
be made until the Class A-1 Notes and the Class A-2 Notes have been paid in
full. Capitalized terms used but not defined herein are defined in the
Indenture, which also contains rules as to construction that shall be applicable
herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the Indenture. Interest on this Note will accrue for each Payment Date
from and including the 25th day of the month preceding the month of such Payment
Date (in the case of the first Payment Date, from the Closing Date) to but
excluding the 25th day of the month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

<PAGE>

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


                                       93

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A

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


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                                       94

<PAGE>

                            REVERSE OF CLASS A-3 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.67% Asset Backed Notes, Class A-3 (herein called the "Class
A-3 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-3 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes and the Class
A-2 Notes are paid in full and have no Outstanding Amount. "Payment Date" means
the 25th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing June 25, 2004.

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

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

                                       95

<PAGE>

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

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

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

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

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

                                       96

<PAGE>

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

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

                                       97

<PAGE>

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

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

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

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


                                       98

<PAGE>

                                   ASSIGNMENT

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

_____________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                      */

                                           Signature Guaranteed:

                                                                   */


----------

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

                                       99

<PAGE>

REGISTERED: $70,000,000/1/                                 CUSIP NO. 055959 BD 1

No. R-2

                         BMW VEHICLE OWNER TRUST 2004-A

                       2.67% ASSET BACKED NOTE, CLASS A-3

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede &Co., or registered assigns,
the principal sum of SEVENTY MILLION DOLLARS, payable on each Payment Date in an
amount equal to the result obtained by multiplying (i) a fraction the numerator
of which is $70,000,000 and the denominator of which is $470,000,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-3 Notes pursuant to Section 3.01 of the Indenture
dated as of May 1, 2004 (the "Indenture"), between the Issuer and Citibank,
N.A., a national banking association, as Indenture Trustee (the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on March 25, 2008 (the "Class A-3 Final Scheduled
Payment Date"). No payments of principal of the Class A-3 Notes shall be made
until the Class A-1 Notes and the Class A-2 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the Indenture. Interest on this Note will accrue for each Payment Date
from and including the 25th day of the month preceding the month of such Payment
Date (in the case of the first Payment Date, from the Closing Date) to but
excluding the 25th day of the month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

<PAGE>

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


                                       101

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A


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


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By:
                                            ------------------------------------
                                             Authorized Signatory

                                       102

<PAGE>

                            REVERSE OF CLASS A-3 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.67% Asset Backed Notes, Class A-3 (herein called the "Class
A-3 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-3 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes and the Class
A-2 Notes are paid in full and have no Outstanding Amount. "Payment Date" means
the 25th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing June 25, 2004.

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

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

                                       103

<PAGE>

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

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

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

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

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

                                       104

<PAGE>

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

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

                                       105

<PAGE>

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

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

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

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


                                       106

<PAGE>

                                   ASSIGNMENT

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

____________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                         */

                                                Signature Guaranteed:


                                                                        */

----------

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


                                       107

<PAGE>

                                                                     EXHIBIT A-4
                            [FORM OF CLASS A-4 NOTE]

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

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


                                       108

<PAGE>

REGISTERED  $256,312,000/1/                                CUSIP NO. 055959 BE 9

No. R-1
                         BMW VEHICLE OWNER TRUST 2004-A

                       3.32% ASSET BACKED NOTE, CLASS A-4

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of TWO HUNDRED FIFTY-SIX MILLION THREE HUNDRED TWELVE THOUSAND
DOLLARS, payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) $256,312,000 by (ii) the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class A-4
Notes pursuant to Section 3.01 of the Indenture dated as of May 1, 2004 (the
"Indenture"), between the Issuer and Citibank, N.A., a national banking
association, as Indenture Trustee (the "Indenture Trustee"); provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the earlier of February 25, 2009 (the "Class A-4 Final Scheduled Payment Date")
and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No
payments of principal of the Class A-4 Notes shall be made until the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in the Indenture,
which also contains rules as to construction that shall be applicable herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the Indenture. Interest on this Note will accrue for each Payment Date
from and including the 25th day of the month preceding the month of such Payment
Date (in the case of the first Payment Date, from the Closing Date) to but
excluding the 25th day of the month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

<PAGE>

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


                                       110

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A


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

                                        By: ------------------------------------
                                             Authorized Signatory

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By: ------------------------------------
                                             Authorized Signatory


                                       111

<PAGE>

                            REVERSE OF CLASS A-4 NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.32% Asset Backed Notes, Class A-4 (herein called the "Class
A-4 Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all
terms of the Indenture.

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

     Principal of the Class A-4 Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A-1 Notes and the Class
A-2 Notes and the Class A-3 Notes are paid in full and have no Outstanding
Amount. "Payment Date" means the 25th day of each month, or, if any such date is
not a Business Day, the next succeeding Business Day, commencing June 25, 2004.

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

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

                                       112

<PAGE>

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

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

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

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

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

                                       113

<PAGE>

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

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

                                       114

<PAGE>

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

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

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

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


                                       115

<PAGE>

                                   ASSIGNMENT

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

_________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                 */

                                        Signature Guaranteed:

                                                                 */

----------

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

                                       116

<PAGE>

                                                                     EXHIBIT A-5

                             [FORM OF CLASS B NOTE]

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

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


                                       117

<PAGE>

REGISTERED     $33,521,000/1/                              CUSIP NO. 055959 BF 6

No. R-1

                         BMW VEHICLE OWNER TRUST 2004-A

                        3.52% ASSET BACKED NOTE, CLASS B

     BMW VEHICLE OWNER TRUST 2004-A, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of THIRTY-THREE MILLION FIVE HUNDRED TWENTY-ONE THOUSAND
DOLLARS, payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) $33,521,000 by (ii) the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class B Notes
pursuant to Section 3.01 of the Indenture dated as of May 1, 2004 (the
"Indenture"), between the Issuer and Citibank, N.A., a national banking
association, as Indenture Trustee (the "Indenture Trustee"); provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the earlier of October 25, 2010 (the "Class B Final Scheduled Payment Date") and
the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No
payments of principal of the Class B Notes shall be made until the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and Class A-4 Notes have been
paid in full. Capitalized terms used but not defined herein are defined in the
Indenture, which also contains rules as to construction that shall be applicable
herein.

     The Issuer will pay interest on this Note at the rate per annum set forth
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the Indenture. Interest on this Note will accrue for each Payment Date
from and including the 25th day of the month preceding the month of such Payment
Date (in the case of the first Payment Date, from the Closing Date) to but
excluding the 25th day of the month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

<PAGE>

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


                                       119

<PAGE>

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

Date:                                   BMW VEHICLE OWNER TRUST 2004-A

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


                                        By: ------------------------------------
                                             Authorized Signatory

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                   CITIBANK, N.A., not in its individual
                                        capacity but solely as Indenture
                                        Trustee,


                                        By: ------------------------------------
                                             Authorized Signatory


                                       120

<PAGE>

                             REVERSE OF CLASS B NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.52% Asset Backed Notes, Class B (herein called the "Class B
Notes"), all issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Class B Notes are subject to all terms of the
Indenture.

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

     Principal of the Class B Notes will be payable on each Payment Date in an
amount described on the face hereof only after the Class A Notes are paid in
full and have no Outstanding Amount. "Payment Date" means the 25th day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing June 25, 2004.

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

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

                                       121

<PAGE>

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

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

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

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

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

                                       122

<PAGE>

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

     This Note, or any interest therein, may not be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
this note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60; PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will
not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of this Note in book-entry form or any
interest therein, each transferee will be deemed to have represented, warranted
and covenanted that it satisfies the foregoing requirements and the Indenture
Trustee may relay conclusively on the same for purposes hereof.

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

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

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

                                       123

<PAGE>

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

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

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

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


                                       124

<PAGE>

                                   ASSIGNMENT

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

_______________________________________________________________

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

________________________________________________________________________________

                         (name and address of assignee)

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

Dated:                                                 */

                                        Signature Guaranteed:

                                                                 */


----------

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

                                       125

<PAGE>

                                    EXHIBIT B

                        FORM OF NOTE DEPOSITORY AGREEMENT


                                       126

<PAGE>

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

TIA Section                                                  Indenture Reference
------------                                                 -------------------
310(a)(1)....................................................6.08, 6.11
310(a)(2)....................................................6.11
310(a)(3)....................................................6.10(b)
310(a)(4)....................................................Not Applicable
310(a)(5)....................................................6.11
310(b).......................................................6.11
310(c).......................................................Not Applicable
311(a).......................................................6.13, 6.14
311(b).......................................................Not Applicable
311(c).......................................................Not Applicable
312(a).......................................................7.01, 7.02(a)
312(b).......................................................7.02(b)
312(c).......................................................7.02(c)
313(a).......................................................7.03, 7.04
313(b).......................................................7.03, 7.04
313(c).......................................................7.03, 7.04
313(d).......................................................7.03, 7.04
314(a).......................................................7.03(a)
314(b).......................................................3.06(b)
314(c)(1)....................................................11.01(a)
314(c)(2)....................................................11.01(a)
314(c)(3)....................................................11.01(a)
314(d).......................................................8.04, 11.01(a)
314(e).......................................................11.01(a)
315(a).......................................................6.01(b)
315(b).......................................................6.05
315(c).......................................................6.01(a)
315(d).......................................................6.01(c)
315(d)(1)....................................................6.01(b), 6.01(c)(i)
315(d)(2)....................................................6.01(c)(ii)
315(d)(3)....................................................6.01(c)(iii)
315(e).......................................................5.13
316(a)(1)(A).................................................5.11
316(a)(1)(B).................................................5.12
316(a)(2)....................................................Not Applicable
316(b).......................................................5.06, 5.07
316(c).......................................................5.04(b)
317(a)(1)....................................................5.03(a), 5.03(b)
317(a)(2)....................................................5.03(d)
317(b).......................................................3.03
318(a).......................................................11.18

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Article I.    DEFINITIONS AND INCORPORATION BY REFERENCE.......................2

   SECTION 1.01.  Definitions..................................................2

   SECTION 1.02.  Other Definitional Provisions................................9

   SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............9

Article II.   THE NOTES.......................................................10

   SECTION 2.01.  Form........................................................10

   SECTION 2.02.  Execution, Authentication and Delivery......................10

   SECTION 2.03.  Temporary Notes.............................................11

   SECTION 2.04.  Registration; Registration of Transfer and Exchange.........11

   SECTION 2.05.  [Reserved]..................................................13

   SECTION 2.06.  Mutilated, Destroyed, Lost or Stolen Notes..................13

   SECTION 2.07.  Persons Deemed Owners.......................................14

   SECTION 2.08.  Payment of Principal and Interest; Defaulted Interest.......14

   SECTION 2.09.  Cancellation................................................15

   SECTION 2.10.  Book-Entry Notes............................................15

   SECTION 2.11.  Notices to Clearing Agency..................................16

   SECTION 2.12.  Definitive Notes............................................16

   SECTION 2.13.  Tax Treatment...............................................16

Article III.  COVENANTS.......................................................17

   SECTION 3.01.  Payment of Principal and Interest...........................17

   SECTION 3.02.  Maintenance of Office or Agency.............................17

   SECTION 3.03.  Money for Payments To Be Held in Trust......................17

   SECTION 3.04.  Existence...................................................19

   SECTION 3.05.  Protection of Trust Estate..................................19

   SECTION 3.06.  Opinions as to Trust Estate.................................19

   SECTION 3.07.  Performance of Obligations; Servicing of Receivables........20

   SECTION 3.08.  Negative Covenants..........................................21

   SECTION 3.09.  Annual Statement as to Compliance...........................22

   SECTION 3.10.  Issuer May Consolidate, etc., Only on Certain Terms.........22

   SECTION 3.11.  Successor or Transferee.....................................24

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

   SECTION 3.12.  No Other Business...........................................24

   SECTION 3.13.  No Borrowing................................................24

   SECTION 3.14.  Servicer's Obligations......................................24

   SECTION 3.15.  Guarantees, Loans, Advances and Other Liabilities...........24

   SECTION 3.16.  Capital Expenditures........................................24

   SECTION 3.17.  Removal of Administrator....................................24

   SECTION 3.18.  Restricted Payments.........................................25

   SECTION 3.19.  Notice of Events of Default.................................25

   SECTION 3.20.  Further Instruments and Acts................................25

Article IV.   SATISFACTION AND DISCHARGE......................................25

   SECTION 4.01.  Satisfaction and Discharge of Indenture.....................25

   SECTION 4.02.  Application of Trust Money..................................26

   SECTION 4.03.  Repayment of Moneys Held by Paying Agent....................26

   SECTION 4.04.  Release of Collateral.......................................27

Article V.    REMEDIES........................................................27

   SECTION 5.01.  Events of Default...........................................27

   SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment..........28

   SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
                  by Indenture Trustee........................................29

   SECTION 5.04.  Remedies; Priorities........................................31

   SECTION 5.05.  Optional Preservation of the Receivables....................33

   SECTION 5.06.  Limitation of Suits.........................................34

   SECTION 5.07.  Unconditional Rights of Noteholders To Receive Principal
                  and Interest................................................35

   SECTION 5.08.  Restoration of Rights and Remedies..........................35

   SECTION 5.09.  Rights and Remedies Cumulative..............................35

   SECTION 5.10.  Delay or Omission Not a Waiver..............................35

   SECTION 5.11.  Control by the Controlling Class of Noteholders.............35

   SECTION 5.12.  Waiver of Past Defaults.....................................36

   SECTION 5.13.  Undertaking for Costs.......................................36

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

   SECTION 5.14.  Waiver of Stay or Extension Laws............................37

   SECTION 5.15.  Action on Notes.............................................37

   SECTION 5.16.  Performance and Enforcement of Certain Obligations..........37

Article VI.   THE INDENTURE TRUSTEE...........................................38

   SECTION 6.01.  Duties of Indenture Trustee.................................38

   SECTION 6.02.  Rights of Indenture Trustee.................................40

   SECTION 6.03.  Individual Rights of Indenture Trustee......................41

   SECTION 6.04.  Indenture Trustee's Disclaimer..............................41

   SECTION 6.05.  Notice of Defaults..........................................41

   SECTION 6.06.  Reports by Indenture Trustee to Holders.....................41

   SECTION 6.07.  Compensation and Indemnity..................................41

   SECTION 6.08.  Replacement of Indenture Trustee............................42

   SECTION 6.09.  Successor Indenture Trustee by Merger.......................43

   SECTION 6.10.  Appointment of Co-Indenture Trustee or Separate
                  Indenture Trustee...........................................43

   SECTION 6.11.  Eligibility; Disqualification...............................44

   SECTION 6.12.  [Reserved]..................................................45

   SECTION 6.13.  Preferential Collection of Claims Against Issuer............45

   SECTION 6.14.  Waiver of Setoffs...........................................45

   SECTION 6.15.  Licenses....................................................45

Article VII.  NOTEHOLDERS' LISTS AND REPORTS..................................45

   SECTION 7.01.  Issuer To Furnish Indenture Trustee Names and Addresses
                  of Noteholders..............................................45

   SECTION 7.02.  Preservation of Information; Communications to Noteholders..45

   SECTION 7.03.  Reports by Issuer...........................................46

   SECTION 7.04.  Reports by Indenture Trustee................................46

Article VIII. ACCOUNTS, DISBURSEMENTS AND RELEASES............................47

   SECTION 8.01.  Collection of Money.........................................47

   SECTION 8.02.  Trust Accounts..............................................47

   SECTION 8.03.  General Provisions Regarding Accounts.......................49

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

   SECTION 8.04.  Release of Trust Estate.....................................49

   SECTION 8.05.  Opinion of Counsel..........................................50

Article IX.   SUPPLEMENTAL INDENTURES.........................................50

   SECTION 9.01.  Supplemental Indentures Without Consent of Noteholders......50

   SECTION 9.02.  Supplemental Indentures with Consent of Noteholders.........51

   SECTION 9.03.  Execution of Supplemental Indentures........................53

   SECTION 9.04.  Effect of Supplemental Indenture............................53

   SECTION 9.05.  Reference in Notes to Supplemental Indentures...............53

   SECTION 9.06.  Conformity with Trust Indenture Act.........................53

Article X.    REDEMPTION OF NOTES.............................................53

   SECTION 10.01. Redemption..................................................53

   SECTION 10.02. Form of Redemption Notice...................................54

   SECTION 10.03. Notes Payable on Redemption Date............................54

Article XI.   MISCELLANEOUS...................................................54

   SECTION 11.01. Compliance Certificates and Opinions, etc...................54

   SECTION 11.02. Form of Documents Delivered to Indenture Trustee............56

   SECTION 11.03. Acts of Noteholders.........................................57

   SECTION 11.04. Notices, etc., to Indenture Trustee, Issuer and
                  Rating Agencies.............................................57

   SECTION 11.05. Notices to Noteholders; Waiver..............................58

   SECTION 11.06. Alternate Payment and Notice Provisions.....................59

   SECTION 11.07. Effect of Headings and Table of Contents....................59

   SECTION 11.08. Successors and Assigns......................................59

   SECTION 11.09. Separability................................................59

   SECTION 11.10. Benefits of Indenture.......................................59

   SECTION 11.11. Legal Holidays..............................................59

   SECTION 11.12. Governing Law...............................................59

   SECTION 11.13. Counterparts................................................60

   SECTION 11.14. Recording of Indenture......................................60

   SECTION 11.15. Trust Obligation............................................60

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

   SECTION 11.16. No Petition.................................................60

   SECTION 11.17. Inspection..................................................60

   SECTION 11.18. Conflict with Trust Indenture Act...........................61

   SECTION 11.19. Limitation of Liability.....................................61


                                    EXHIBITS

SCHEDULE A    Schedule of Receivables
EXHIBIT A-1   Form of Class A-1 Note
EXHIBIT A-2   Form of Class A-2 Notes
EXHIBIT A-3   Form of Class A-3 Notes
EXHIBIT A-4   Form of Class A-4 Note
EXHIBIT A-5   Form of Class B Note
EXHIBIT B     Form of the Note Depository Agreement