Common use of Exh Clause in Contracts

Exh. 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, Wells Fargo Bank, National Association in its individual capacity, xxx xwner of a beneficial interest in the Issuer, the Seller, the Depositor, 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. 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. EXHIBIT A-2 [XXXX XX XXXXX X-0 XXXX] XXLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER OF THIS NOTE AND ANY SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT TO THE ISSUER AND TO THE INDENTURE TRUSTEE THAT (i) IT IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA OR SIMILAR LAW, (B) PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR LAW, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSXXX XY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT OR (ii) ITS ACQUISITION AND HOLDING OF THE NOTE EITHER SATISFIES ALL REQUIREMENTS FOR EXEMPTIVE RELIEF PURSUANT TO A DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION OR OTHER APPLICABLE EXEMPTION, OR WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. ANY ATTEMPTED OR PURPORTED TRANSFER OF A NOTE WITH RESPECT TO WHICH NEITHER OF THE FOREGOING REPRESENTATIONS IS TRUE SHALL BE VOID AB INITIO. THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN MORGAN STANLEY ABS CAPITAL II INC., MORGAN STANLEY ASSET FUNDING INX. XX AXX XX XHEIR AFFILIATES. Exh. A-2-1 REGISTERED $__________(1) No. R-___ CUSIP NO. 61747R AP 5 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2 2.40% XXXXT XXXXXX NOTE, CLASS A-2 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2, a statutory trust organizex xxx exxxxxxx under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] DOLLARS, payable from time to time on each Distribution Date, from the Principal Distribution Account, in an amount, if any, of the Class A Principal Distributable Amount payable in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the Indenture dated as of June 30, 2004 (the "Indenture"), among the Issuer and Wells Fargo Bank, National Association, a national banking associatxxx, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of July 16, 2007 (the "Class A-2 Final Scheduled Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No payments of principal of the Class A-2 Notes shall be made until the Class A-1 Notes have been paid in full. Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date from and including the 15th day of the preceding calendar month (or, in the case of the first Distribution Date, from the Closing Date) to and including the 14th day of the calendar month in which such Distribution Date occurs. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Exh. 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, Wells Fargo Bank, National Association in its individual capacity, xxx xwner of a beneficial interest in the Issuer, the Seller, the Depositor, 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. 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. EXHIBIT A-2 A-4 [XXXX XX XXXXX X-0 XXXX] XXLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER OF THIS NOTE AND ANY SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT TO THE ISSUER AND TO THE INDENTURE TRUSTEE THAT (i) IT IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA OR SIMILAR LAW, (B) PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR LAW, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSXXX XY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT OR (ii) ITS ACQUISITION AND HOLDING OF THE NOTE EITHER SATISFIES ALL REQUIREMENTS FOR EXEMPTIVE RELIEF PURSUANT TO A DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION OR OTHER APPLICABLE EXEMPTION, OR WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. ANY ATTEMPTED OR PURPORTED TRANSFER OF A NOTE WITH RESPECT TO WHICH NEITHER OF THE FOREGOING REPRESENTATIONS IS TRUE SHALL BE VOID AB INITIO. THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN MORGAN STANLEY ABS CAPITAL II INC., MORGAN STANLEY ASSET FUNDING INX. XX AXX XX XHEIR AFFILIATES. Exh. A-2A-4-1 REGISTERED $__________(1) No. R-___ CUSIP NO. 61747R AP 5 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2 2.40% XXXXT XXXXXX NOTE, CLASS A-2 AR 1 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2, a statutory trust organizex xxx exxxxxxx under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] DOLLARS, payable from time to time on each Distribution Date, from the Principal Distribution Account, in an amount, if any, of the Class A Principal Distributable Amount payable in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the Indenture dated as of June 30, 2004 (the "Indenture"), among the Issuer and Wells Fargo Bank, National Association, a national banking associatxxx, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of July 16, 2007 (the "Class A-2 Final Scheduled Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No payments of principal of the Class A-2 Notes shall be made until the Class A-1 Notes have been paid in full. Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date from and including the 15th day of the preceding calendar month (or, in the case of the first Distribution Date, from the Closing Date) to and including the 14th day of the calendar month in which such Distribution Date occurs. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Exh. 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, Wells Fargo Bank, National Association in its individual capacity, xxx xwner of a beneficial interest in the Issuer, the Seller, the Depositor, 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. 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. EXHIBIT A-2 B [XXXX XX XXXXX X-0 XXXXFORM OF CLASS B NOTE] XXLESS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER OF THIS NOTE AND ANY SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT TO THE ISSUER AND TO THE INDENTURE TRUSTEE THAT (i) IT IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA OR SIMILAR LAW, (B) PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR LAW, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSXXX XY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT OR (ii) ITS ACQUISITION AND HOLDING OF THE NOTE EITHER SATISFIES ALL REQUIREMENTS FOR EXEMPTIVE RELIEF PURSUANT TO A DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION OR OTHER APPLICABLE EXEMPTION, OR WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. ANY ATTEMPTED OR PURPORTED TRANSFER OF A NOTE WITH RESPECT TO WHICH NEITHER OF THE FOREGOING REPRESENTATIONS IS TRUE SHALL BE VOID AB INITIO. THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN MORGAN STANLEY ABS CAPITAL II INC., MORGAN STANLEY ASSET FUNDING INX. XX AXX XX XHEIR AFFILIATES. Exh. A-2-1 B-1 REGISTERED $__________(1) No. R-___ CUSIP NO. 61747R AP 5 AS 9 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2 2.403.30% XXXXT XXXXXX XXXEX XXXXXD NOTE, CLASS A-2 B MORGAN STANLEY AUTO LOAN TRUST 2004-HB2, a statutory trust organizex xxx exxxxxxx under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] DOLLARS, payable from time to time on each Distribution Date, from the Principal Distribution Account, in an amount, if any, of the Class A B Principal Distributable Amount payable in respect of principal on the Class A-2 B Notes pursuant to Section 3.01 of the Indenture dated as of June 30, 2004 (the "Indenture"), among the Issuer and Wells Fargo Bank, National Association, a national banking associatxxx, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of July 16March 15, 2007 2012 (the "Class A-2 B Final Scheduled Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No payments of principal of The Class B Notes are subordinated to the Class A-2 A Notes shall be made until as and to the Class A-1 Notes have been paid extent set forth in fullthe Indenture. Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date from and including the 15th day of the preceding calendar month (or, in the case of the first Distribution Date, from the Closing Date) to and including the 14th day of the calendar month in which such Distribution Date occurs. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Exh. 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, Wells Fargo Bank, National Association in its individual capacity, xxx xwner of a beneficial interest in the Issuer, the Seller, the Depositor, 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. 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. EXHIBIT A-2 A-3 [XXXX XX XXXXX X-0 XXXX] XXLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER OF THIS NOTE AND ANY SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT TO THE ISSUER AND TO THE INDENTURE TRUSTEE THAT (i) IT IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA OR SIMILAR LAW, (B) PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR LAW, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSXXX XY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT OR (ii) ITS ACQUISITION AND HOLDING OF THE NOTE EITHER SATISFIES ALL REQUIREMENTS FOR EXEMPTIVE RELIEF PURSUANT TO A DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION OR OTHER APPLICABLE EXEMPTION, OR WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. ANY ATTEMPTED OR PURPORTED TRANSFER OF A NOTE WITH RESPECT TO WHICH NEITHER OF THE FOREGOING REPRESENTATIONS IS TRUE SHALL BE VOID AB INITIO. THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN MORGAN STANLEY ABS CAPITAL II INC., MORGAN STANLEY ASSET FUNDING INX. XX AXX XX XHEIR AFFILIATES. Exh. A-2A-3-1 REGISTERED $__________(1) No. R-___ CUSIP NO. 61747R AP 5 AQ 3 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2 2.402.94% XXXXT XXXXXX NOTE, CLASS A-2 A-3 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2, a statutory trust organizex xxx exxxxxxx under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] DOLLARS, payable from time to time on each Distribution Date, from the Principal Distribution Account, in an amount, if any, of the Class A Principal Distributable Amount payable in respect of principal on the Class A-2 A-3 Notes pursuant to Section 3.01 of the Indenture dated as of June 30, 2004 (the "Indenture"), among the Issuer and Wells Fargo Bank, National Association, a national banking associatxxx, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of July March 16, 2007 2009 (the "Class A-2 A-3 Final Scheduled Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No payments of principal of the Class A-2 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 Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date from and including the 15th day of the preceding calendar month (or, in the case of the first Distribution Date, from the Closing Date) to and including the 14th day of the calendar month in which such Distribution Date occurs. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Exh. 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, Wells Fargo BankBank Minnesota, National Association Natioxxx Xssociation in its individual capacity, xxx xwner any owner of a beneficial interest in the Issuer, the Seller, the Depositor, 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. 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. EXHIBIT XXXXXXX X-0 [XXXM OF CLASS A-2 NOTE] [XXXX XX XXXXX X-0 XXXX] XXLESS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER OF THIS NOTE AND ANY SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT TO THE ISSUER AND TO THE INDENTURE TRUSTEE THAT (i) IT IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA OR SIMILAR LAW, (B) PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR LAW, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C) ENTITY WHOSE UNDERLYING XXXXXLYING ASSETS INCLUDE PLAN ASSXXX XY ASSETS BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT OR (ii) ITS ACQUISITION AND HOLDING OF THE NOTE EITHER SATISFIES ALL REQUIREMENTS FOR EXEMPTIVE RELIEF PURSUANT TO A DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION OR OTHER APPLICABLE EXEMPTION, OR WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. ANY ATTEMPTED OR PURPORTED TRANSFER OF A NOTE WITH RESPECT TO WHICH NEITHER OF THE FOREGOING REPRESENTATIONS IS TRUE SHALL BE VOID AB INITIO. THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN MORGAN STANLEY ABS CAPITAL II INC., MORGAN STANLEY XXXGXX XXXXLEY ASSET FUNDING INXFUNDING, INC. XX AXX XNX XX XHEIR XXEIR AFFILIATES. Exh. A-2-1 REGISTERED $__________(12) No. R-___ CUSIP NO. 61747R AP 5 [ ] MORGAN STANLEY AUTO LOAN TRUST 20042000-HB2 2.40% XXXXT XXXXXX NOTE, CLASS A-2 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2, a statutory trust organizex xxx exxxxxxx under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] DOLLARS, payable from time to time on each Distribution Date, from the Principal Distribution Account, in an amount, if any, of the Class A Principal Distributable Amount payable in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the Indenture dated as of June 30, 2004 (the "Indenture"), among the Issuer and Wells Fargo Bank, National Association, a national banking associatxxx, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of July 16, 2007 (the "Class A-2 Final Scheduled Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No payments of principal of the Class A-2 Notes shall be made until the Class A-1 Notes have been paid in full. Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date from and including the 15th day of the preceding calendar month (or, in the case of the first Distribution Date, from the Closing Date) to and including the 14th day of the calendar month in which such Distribution Date occurs. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.XX0

Exh. No reference herein The Bank hereby waives any right that the Bank may now or hereafter have to security interest, bank's or other possessory liens, rights to offset or other claims against the funds in the Collection Account. In addition, the Bank acknowledges that (a) Seller has granted to Buyer a security interest in all of Seller's right, title and interest in and to any funds from time to time on deposit in the Collection Account with respect to the Indenture and no provision Purchased Assets sold to Buyer under the Repurchase Agreement, (b) that such funds are received by the Bank in trust for the benefit 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 notwithstandingBuyer and, except as expressly provided herein, are for application against Seller's obligations to Buyer, and (c) that the Bank shall comply with Buyer's instructions regarding the disposition of funds in the Basic DocumentsCollection Account without the consent of Seller until the Bank receives notice from Buyer that it has released its lien on the Collection Account and all funds deposited therein. The Bank shall be afforded the same rights, none protections, immunities and indemnities as the Custodian set forth in [Section 13(a) and Section 14] of Wilmington the Custodial and Disbursement Agreement, dated as of August 25, 2004, among Seller, Buyer, Deutsche Bank National Trust Company as custodian, and Deutsche Bank National Trust Company as disbursement agent, as if specifically set forth herein. All bank statements in its individual capacity, Wells Fargo Bank, National Association in its individual capacity, xxx xwner of a beneficial interest in respect to the Issuer, the Seller, the Depositor, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns Collection Account shall be personally liable forsent to Buyer at: CDC Mortgage Capital Inc. 0 Xxxx 00xx Xxxxxx Xxx Xxxx, nor shall recourse be had XX 00000 Attention: Xxx Xxxxxxxx Email: x.xxxxxxxx@xxxxxxx-xxxx.xxx with copies to any of them forSeller at: Oak Street Mortgage LLC 00000 X. Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx X. Royal Email: xxxxxx@xxxxxxxxxxxxxxxxx.xxx THIS ACCOUNT AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. Exh. V-2 Kindly acknowledge your agreement with 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 terms of this Note agreement by its acceptance hereof agrees thatsigning the enclosed copy of this letter and returning it to the undersigned. Very truly yours, 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 NoteCDC MORTGAGE CAPITAL INC. 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 By:____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated_ Name: */ ------------------------ ------------------------------- Signature GuaranteedTitle: */ ------------------------------- ----------- */ 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. EXHIBIT A-2 [XXXX XX XXXXX X-0 XXXX] XXLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 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. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER OF THIS NOTE AND ANY SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT TO THE ISSUER AND TO THE INDENTURE TRUSTEE THAT (i) IT IS NOT AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA OR SIMILAR LAW, (B) PLAN (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR LAW, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSXXX XY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING, WITHOUT LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT OR (ii) ITS ACQUISITION AND HOLDING OF THE NOTE EITHER SATISFIES ALL REQUIREMENTS FOR EXEMPTIVE RELIEF PURSUANT TO A DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION OR OTHER APPLICABLE EXEMPTION, OR WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. ANY ATTEMPTED OR PURPORTED TRANSFER OF A NOTE WITH RESPECT TO WHICH NEITHER OF THE FOREGOING REPRESENTATIONS IS TRUE SHALL BE VOID AB INITIO. THIS NOTE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN MORGAN STANLEY ABS CAPITAL II INC., MORGAN STANLEY ASSET FUNDING INX. XX AXX XX XHEIR AFFILIATES. Exh. A-2-1 REGISTERED $__________(1) No. R-___ CUSIP NO. 61747R AP 5 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2 2.40% XXXXT XXXXXX NOTE, CLASS A-2 MORGAN STANLEY AUTO LOAN TRUST 2004-HB2, a statutory trust organizex xxx exxxxxxx under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to By:______________________________ Name: Title: Agreed and acknowledged: OAK STREET MORTGAGE, or registered assignsLLC, as Seller By:______________________________ Name: Title: Agreed and acknowledged: DEUTSCHE BANK NATIONAL TRUST COMPANY, as Bank By:______________________________ Name: Title: EXHIBIT VI FORM OF TRUE SALE CERTIFICATION CERTIFICATE OF [PURCHASER] In connection with the principal sum of [INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] DOLLARS, payable from time to time on each Distribution Date, from the Principal Distribution Account, in an amount, if any, of the Class A Principal Distributable Amount payable in respect of principal on the Class A-2 Notes transaction pursuant to Section 3.01 of the Indenture Master Repurchase Agreement, dated as of June 30August 25, 2004 between CDC Mortgage Capital Inc. and [______] (the "IndenturePurchaser"), among the Issuer and Wells Fargo Bank, National Association, a national banking associatxxx, as Indenture Trustee (the "Indenture Trustee"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of July 16, 2007 (the "Class A-2 Final Scheduled Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. No payments of principal of the Class A-2 Notes shall be made until the Class A-1 Notes have been paid in full. Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth aboveundersigned certifies, on each Distribution Date until the principal behalf of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date from and including the 15th day of the preceding calendar month (or, in the case of the first Distribution Date, from the Closing Date) to and including the 14th day of the calendar month in which such Distribution Date occurs. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.Purchaser that: