Exhibit 4.1









                                    INDENTURE


                                     between


                      FORD CREDIT AUTO OWNER TRUST 2003-B,

                                    as Issuer


                                       and


                              THE BANK OF NEW YORK,

                              as Indenture Trustee


                            Dated as of March 1, 2003









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<TABLE>
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                             CROSS REFERENCE TABLE1

<S>                                                                                            <C>
  TIA                                                                                       Indenture
Section                                                                                      Section

310 (a)(1)....................................................................................   6.11
    (a)(2)....................................................................................   6.11
    (a)(3)....................................................................................   6.10
    (a)(4)..................................................................................    N.A.2
    (a)(5)....................................................................................   6.11
    (b)  .................................................................................  6.8; 6.11
    (c)  .....................................................................................   N.A.
311 (a)  .....................................................................................   6.12
    (b)  .....................................................................................   6.12
    (c)  .....................................................................................   N.A.
312 (a)  .....................................................................................   7.1
    (b)  .....................................................................................   7.2
    (c)  .....................................................................................   7.2
313 (a)  .....................................................................................   7.4
    (b)(1)....................................................................................   7.4
    (b)(2)....................................................................................  11.5
    (c)  .....................................................................................   7.4
    (d)  .....................................................................................   7.3
314 (a)  .....................................................................................  11.15
    (b)  .....................................................................................  11.1
    (c)(1)....................................................................................  11.1
    (c)(2)....................................................................................  11.1
    (c)(3)....................................................................................  11.1
    (d)  .....................................................................................  11.1
    (e)  .....................................................................................  11.1
    (f)  .....................................................................................  11.1
315 (a)  .....................................................................................   6.1
    (b)  ..................................................................................6.5; 11.5
    (c)  .....................................................................................   6.1
    (d)  .....................................................................................   6.1
    (e)  .....................................................................................   5.13
316 (a) (last sentence).......................................................................   2.8
    (a)(1)(A).................................................................................   5.11
    (a)(1)(B).................................................................................   5.12
    (a)(2)....................................................................................   N.A.
    (b)  .....................................................................................   5.7
    (c)  .....................................................................................   N.A
317 (a)(1)....................................................................................   5.3
    (a)(2)....................................................................................   5.3
(b)  .........................................................................................   3.3
318 (a)  .....................................................................................  11.7

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

1        Note:  This Cross Reference Table shall not, for any purpose, be deemed
         to be part of this Indenture.

2        N.A. means Not Applicable.

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                                TABLE OF CONTENTS
<S>                                                                                                <S>

                                    ARTICLE I
                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

         SECTION 1.1  Definitions and Usage.........................................................3
         SECTION 1.2  Incorporation by Reference of Trust Indenture Act.............................3

                                   ARTICLE II
                                    THE NOTES

         SECTION 2.1  Form..........................................................................4
         SECTION 2.2  Execution, Authentication and Delivery........................................4
         SECTION 2.3  Temporary Notes...............................................................5
         SECTION 2.4  Tax Treatment.................................................................6
         SECTION 2.5  Registration; Registration of Transfer and Exchange...........................6
         SECTION 2.6  Mutilated, Destroyed, Lost or Stolen Notes....................................8
         SECTION 2.7  Persons Deemed Owners.........................................................9
         SECTION 2.8  Payment of Principal and Interest; Defaulted Interest.........................9
         SECTION 2.9  Cancellation.................................................................10
         SECTION 2.10  Release of Collateral.......................................................11
         SECTION 2.11  Book-Entry Notes............................................................11
         SECTION 2.12  Notices to Clearing Agency..................................................12
         SECTION 2.13  Definitive Notes............................................................12
         SECTION 2.14  Authenticating Agents.......................................................13

                                   ARTICLE III
                                    COVENANTS

         SECTION 3.1  Payment of Principal and Interest............................................14
         SECTION 3.2  Maintenance of Office or Agency..............................................14
         SECTION 3.3  Money for Payments To Be Held in Trust.......................................14
         SECTION 3.4  Existence....................................................................16
         SECTION 3.5  Protection of Indenture Trust Estate.........................................16
         SECTION 3.6  Opinions as to Indenture Trust Estate........................................17
         SECTION 3.7  Performance of Obligations; Servicing of Receivables.........................18
         SECTION 3.8  Negative Covenants...........................................................20
         SECTION 3.9  Annual Statement as to Compliance............................................21
         SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms.........................21
         SECTION 3.11  Successor or Transferee.....................................................23
         SECTION 3.12  No Other Business...........................................................23
         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  Further Instruments and Acts................................................24
         SECTION 3.18  Restricted Payments.........................................................24
         SECTION 3.19  Notice of Events of Default.................................................25
         SECTION 3.20  Removal of Administrator....................................................25
         SECTION 3.21  Calculation Agent...........................................................25
         SECTION 3.22  Representations and Warranties by the Issuer as to Security Interest........26

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.1  Satisfaction and Discharge of  Indenture.....................................27
         SECTION 4.2   Satisfaction, Discharge and Defeasance of Notes.............................29
         SECTION 4.3  Application of Trust Money...................................................30
         SECTION 4.4  Repayment of Monies Held by Note Paying Agent................................30

                                    ARTICLE V
                                    REMEDIES

         SECTION 5.1  Events of Default............................................................31
         SECTION 5.2  Acceleration of Maturity; Rescission and Annulment...........................32
         SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee....33
         SECTION 5.4  Remedies; Priorities.........................................................36
         SECTION 5.5  Optional Preservation of the Receivables.....................................40
         SECTION 5.6  Limitation of Suits..........................................................40
         SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal and Interest........41
         SECTION 5.8  Restoration of Rights and Remedies...........................................41
         SECTION 5.9  Rights and Remedies Cumulative...............................................42
         SECTION 5.10  Delay or Omission Not a Waiver..............................................42
         SECTION 5.11  Control by Controlling Note Class of Noteholders............................42
         SECTION 5.12  Waiver of Past Defaults.....................................................43
         SECTION 5.13  Undertaking for Costs.......................................................43
         SECTION 5.14  Waiver of Stay or Extension Laws............................................44

         SECTION 5.15  Action on Notes.............................................................44
         SECTION 5.16  Performance and Enforcement of Certain Obligations..........................44

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

         SECTION 6.1  Duties of Indenture Trustee..................................................46
         SECTION 6.2  Rights of Indenture Trustee..................................................47
         SECTION 6.3  Individual Rights of Indenture Trustee.......................................48
         SECTION 6.4  Indenture Trustee's Disclaimer...............................................48
         SECTION 6.5  Notice of Defaults. .........................................................48
         SECTION 6.6  Reports by Indenture Trustee to Noteholders..................................49
         SECTION 6.7  Compensation and Indemnity...................................................49
         SECTION 6.8  Replacement of Indenture Trustee.............................................50
         SECTION 6.9  Successor Indenture Trustee by Merger........................................51
         SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee...........51
         SECTION 6.11  Eligibility; Disqualification...............................................53
         SECTION 6.12  Preferential Collection of Claims Against Issuer............................54
         SECTION 6.13  Interest Rate Swap Provisions...............................................54

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.......56
         SECTION 7.2  Preservation of Information; Communications to Noteholders...................56
         SECTION 7.3  Reports by Issuer............................................................57
         SECTION 7.4  Reports by Indenture Trustee.................................................57

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1  Collection of Money..........................................................59
         SECTION 8.2  Trust Accounts and Payahead Account..........................................59
         SECTION 8.3  General Provisions Regarding Accounts........................................64
         SECTION 8.4  Release of Indenture Trust Estate............................................65
         SECTION 8.5  Opinion of Counsel...........................................................66


                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.1  Supplemental Indentures Without Consent of Noteholders.......................66
         SECTION 9.2   Supplemental Indentures with Consent of Noteholders.........................68
         SECTION 9.3  Execution of Supplemental Indentures.........................................70
         SECTION 9.4  Effect of Supplemental Indenture.............................................71
         SECTION 9.5  Conformity with Trust Indenture Act..........................................71
         SECTION 9.6  Reference in Notes to Supplemental Indentures................................71

                                    ARTICLE X
                               REDEMPTION OF NOTES

         SECTION 10.1  Redemption..................................................................71
         SECTION 10.2  Form of Redemption Notice...................................................72
         SECTION 10.3  Notes Payable on Redemption Date............................................72

                                   ARTICLE XI
                                  MISCELLANEOUS

         SECTION 11.1  Compliance Certificates and Opinions, etc...................................73
         SECTION 11.2  Form of Documents Delivered to Indenture Trustee............................75
         SECTION 11.3  Acts of Noteholders.........................................................76
         SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.............76
         SECTION 11.5  Notices to Noteholders; Waiver..............................................77
         SECTION 11.6  Alternate Payment and Notice Provisions.....................................78
         SECTION 11.7  Conflict with Trust Indenture Act...........................................78
         SECTION 11.8  Effect of Headings and Table of Contents....................................78
         SECTION 11.9  Successors and Assigns......................................................79
         SECTION 11.10  Separability...............................................................79
         SECTION 11.11  Benefits of Indenture......................................................79
         SECTION 11.12  Legal Holidays.............................................................79
         SECTION 11.13  Governing Law..............................................................79
         SECTION 11.14  Counterparts...............................................................79
         SECTION 11.15  Recording of Indenture.....................................................79
         SECTION 11.16  Trust Obligation...........................................................80
         SECTION 11.17  Subordination of  Claims against Seller....................................80
         SECTION 11.18  No Petition................................................................81
         SECTION 11.19  Inspection.................................................................81

EXHIBIT A-1       FORM OF CLASS A-1 NOTE........................................................A-1-1
EXHIBIT A-2a      FORM OF CLASS A-2a NOTE......................................................A-2a-1
EXHIBIT A-2b      FORM OF CLASS A-2b NOTE......................................................A-2b-1
EXHIBIT A-3a      FORM OF CLASS A-3a NOTE......................................................A-3a-1
EXHIBIT A-3b      FORM OF CLASS A-3b NOTE......................................................A-3b-1
EXHIBIT A-4       FORM OF CLASS A-4  NOTE.......................................................A-4-1

EXHIBIT B-1       FORM OF CLASS B-1 NOTE........................................................B-1-1
EXHIBIT B-2       FORM OF CLASS B-2 NOTE........................................................B-2-1

EXHIBIT C         FORM OF CLASS C NOTE............................................................C-1
EXHIBIT D         FORM OF NOTE DEPOSITORY AGREEMENT...............................................D-1

SCHEDULE A        Schedule of Receivables........................................................SA-1

APPENDIX A        Definitions and Usage..........................................................AA-1

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                  INDENTURE, dated as of March 1, 2003, (as from time to time
amended, supplemented or otherwise modified and in effect, this "Indenture")
between FORD CREDIT AUTO OWNER TRUST 2003-B, a Delaware statutory trust, as
Issuer, and THE BANK OF NEW YORK, a New York corporation, as trustee for the
benefit of the Noteholders and as agent for the Swap Counterparties (in such
capacity, the "Indenture Trustee") and not in its individual capacity.

                  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 Class
A-1 1.23875% Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 1.40% Asset
Backed Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed
Notes (the "Class A-2b Notes" and, together with the Class A-2a Notes, the
"Class A-2 Notes"), Class A-3a 1.89% Asset Backed Notes (the "Class A-3a
Notes"), Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes"
and, together with the Class A-3a Notes, the "Class A-3 Notes"), Class A-4 2.41%
Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), Class
B-1 2.85% Asset Backed Notes (the "Class B-1 Notes"), Class B-2 Floating Rate
Asset Backed Notes (the "Class B-2 Notes" and, together with the Class B-1
Notes, the "Class B Notes") and Class C 4.18% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the "Notes")
and the Swap Counterparties.

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Noteholders and the
Swap Counterparties, all of the Issuer's right, title and interest in, to and
under, whether now owned or existing or hereafter acquired or arising, (a) the
Receivables; (b) monies due or received thereunder on or after the Cutoff Date
(including in each case any monies received prior to the Cutoff Date that are
due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (c) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Issuer in the Financed Vehicles; (d) rights to receive proceeds with respect to
the Receivables from claims on any physical damage, credit life, credit
disability, or other insurance policies covering Financed Vehicles or Obligors;
(e) Dealer Recourse; (f) all of the rights to the Receivable Files; (g) the
Trust Accounts and all amounts, securities, investments and other property
deposited in or credited to any of the foregoing and all proceeds thereof; (h)
the Sale and Servicing Agreement; (i) all of the rights under the Purchase
Agreement, including the right of the Seller to cause Ford Credit to repurchase
Receivables from the Seller; (j) payments and proceeds with respect to the
Receivables held by the Servicer; (k) all property (including the right to
receive Liquidation Proceeds) securing a Receivable (other than a Receivable
purchased by the Servicer or repurchased by the Seller); (l) rebates of premiums
and other amounts relating to insurance policies and other items financed under
the Receivables in effect as of the Cutoff Date; (m) all of the Issuer's rights
in the Interest Rate Swap Agreements and (n) 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 which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

                  The foregoing Grant is made in trust to secure (a) the payment
of principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture and (b) payment of amounts payable to the Swap Counterparties under
the Interest Rate Swap Agreements.

                  The Indenture Trustee, as Indenture Trustee on behalf of the
Noteholders and the Swap Counterparties, 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 Noteholders and the Swap
Counterparties may be adequately and effectively protected.
<PAGE>


                                   ARTICLE I

                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE


Section 1.1 Definitions and Usage. Except as otherwise specified herein or as
the context may otherwise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto, which also contains rules as to
usage that shall be applicable herein.


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


                  "indenture securities" shall mean the Notes.

                  "indenture security holder" shall mean a Noteholder.

                  "indenture to be qualified" shall mean this Indenture.

                  "indenture trustee" or "institutional trustee" shall mean the
Indenture Trustee.

                  "obligor" on the indenture securities shall mean the Issuer
and any other obligor on the indenture securities.

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


<PAGE>



                                   ARTICLE II

                                    THE NOTES


Section 2.1 Form. The Class A-1 Notes, the Class A-2a Notes, the Class A-2b
Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the
Class B-1 Notes, the Class B-2 Notes and the Class C Notes, together with the
Indenture Trustee's certificates of authentication, shall be in substantially
the form set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3a,
Exhibit A-3b, Exhibit A-4, Exhibit B-1, Exhibit B-2 and Exhibit C, respectively,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the officers executing
such Notes, as evidenced by their execution thereof. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.


(a) 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.


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


Section 2.2 Execution, Authentication and Delivery. (a) 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.


(b) 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.


(c) The Indenture Trustee shall, upon Issuer Order, authenticate and deliver the
Notes for original issue in the Classes and initial aggregate principal amounts
as set in the table below.



            Class                                        Initial Aggregate
                                                          Principal Amount

        Class A-1 Notes                                      $475,000,000
        Class A-2a Notes                                     $500,000,000
        Class A-2b Notes                                     $500,000,000
        Class A-3a Notes                                     $317,000,000
        Class A-3b Notes                                     $553,000,000
        Class A-4 Notes                                      $227,250,000
        Class B-1 Notes                                       $40,612,000
        Class B-2 Notes                                       $40,613,000
        Class C Notes                                         $54,165,000


The aggregate principal amount of Class A-1 Notes, the Fixed Rate Notes, the
Floating Rate Notes and Class C Notes Outstanding at any time may not exceed
those respective amounts except as provided in Section 2.6.

(d) The Class A-1 Notes shall be issuable as Book-Entry Notes in minimum
denominations of $100,000 and in integral multiples of $1,000 in excess thereof.
The Fixed Rate Notes and Floating Rate Notes shall be issuable as Book-Entry
Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in
excess thereof.


(e) 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 2.3 Temporary Notes. (a) 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, substantially 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 the temporary Notes may determine, as evidenced by their execution of
such temporary 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 3.2, without charge to the
Noteholder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute, and the Indenture Trustee shall authenticate and
deliver in exchange therefor, a like principal amount of definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

Section 2.4 Tax Treatment. The Issuer has entered into this Indenture, and the
Notes shall be issued, with the intention that, for federal, State and local
income and franchise tax purposes, the Notes shall qualify as indebtedness of
the Issuer secured by the Indenture Trust Estate. The Issuer, by entering into
this Indenture, and each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of an interest in the applicable Book-Entry Note), agree
to treat the Notes for federal, State and local income, single business and
franchise tax purposes as indebtedness of the Issuer; provided, that the Issuer
and each Noteholder agree that in the event the Class B Notes or the Class C
Notes were recharacterized as an equity interest in the Issuer, the allocation
provisions of the Trust Agreement would apply.


Section 2.5 Registration; Registration of Transfer and Exchange. (a) The Issuer
shall cause to be kept a register (the "Note Register") in which, subject to
such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
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, (i) the Issuer shall 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, (ii) the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and (iii) the Indenture Trustee shall have the right to
rely upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.


(b) Reserved


(c) Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(1) of the UCC are met the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denomination, of a like aggregate principal amount.


(d) At the option of the Noteholder, Notes may be exchanged for other Notes of
the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(1) of the UCC are met, the Issuer shall execute, the Indenture
Trustee shall authenticate, and the Noteholder shall obtain from the Indenture
Trustee, the Notes which the Noteholder making such exchange is entitled to
receive.


(e) 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.


(f) Every Note presented or surrendered for registration of transfer or exchange
shall be (i) duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Noteholder thereof or such Noteholder'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 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 (ii)
accompanied by such other documents or evidence as the Indenture Trustee may
require.


(g) No service charge shall be made to a Noteholder 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 2.3 or 9.6 not involving any transfer.


(h) The preceding provisions of this Section 2.5 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
fifteen (15) days preceding the Payment Date for any payment with respect to
such Note.


Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated
Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee such security or indemnity as
may be required by it to hold the Issuer and the Indenture Trustee harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a protected purchaser, as
defined in Section 8-303 of the UCC, and provided that the requirements of
Section 8-405 of the UCC are met, the Issuer shall execute, and upon Issuer
Request the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note of the same Class; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven (7)
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 pursuant to the proviso to the preceding
sentence, a protected 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 protected 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.


(b) Upon the issuance of any replacement Note under this Section 2.6, the Issuer
may require the payment by the Noteholder 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.


(c) Every replacement Note issued pursuant to this Section 2.6 in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


(d) The provisions of this Section 2.6 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 2.7 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 2.8 Payment of Principal and Interest; Defaulted Interest. (a) The Class
A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the
Class A-3b Notes, the Class A-4, the Class B-1 Notes, the Class B-2 Notes and
the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2a
Rate, the Class A-2b Rate, the Class A-3a Rate, the Class A-3b Rate, the Class
A-4 Rate, the Class B-1 Rate, the Class B-2 Rate and the Class C Rate,
respectively, as set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit
A-3a, Exhibit A-3b, Exhibit A-4, Exhibit B-1, Exhibit B-2 and Exhibit C,
respectively, and such interest shall be due and payable on each Payment Date as
specified therein, subject to Section 3.1. Any installment of interest or
principal, if any, payable on any 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 either by wire transfer in immediately available funds, to the
account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five (5) Business Days prior
to such Payment Date and such Noteholder's Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person's address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners pursuant to Section 2.13, 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, and
except for the final installment of principal payable with respect to such Note
on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment
Date, which shall be payable as provided below. The funds represented by any
such checks returned undelivered shall be held in accordance with Section 3.3.


(b) The principal of each Note shall be payable in installments on each Payment
Date as provided in the forms of Notes set forth in Exhibit A-1, Exhibit A-2a,
Exhibit A-2b, Exhibit A-3a, Exhibit A-3b, Exhibit A-4, Exhibit B-1, Exhibit B-2
and Exhibit C hereto. Notwithstanding the foregoing, the entire unpaid principal
amount of each Class of Notes shall be due and payable, if not previously paid,
on the date on which an Event of Default shall have occurred and be continuing,
if the Indenture Trustee or the Noteholders of Notes evidencing not less than a
majority of the Note Balance of the Controlling Note Class have declared the
Notes to be immediately due and payable in the manner provided in Section 5.2.
All principal payments on each Class of Notes shall be made pro rata to the
Noteholders of such Class entitled thereto. The Indenture Trustee shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Note shall be paid. Such
notice shall be mailed or transmitted by facsimile prior to such final Payment
Date and shall specify that such final installment shall be payable only upon
presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment. Notices
in connection with the redemption of Notes shall be mailed to Noteholders as
provided in Section 10.2.


(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 Note Interest Rate on the Payment Date
following such default. The Issuer shall pay such defaulted interest to the
Persons who are Noteholders on the Record Date for such following Payment Date.


Section 2.9 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 which 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 2.9, 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 and so long as such Issuer Order is timely and
the Notes have not been previously disposed of by the Indenture Trustee.


Section 2.10 Release of Collateral. Subject to Section 11.1 and the terms of the
Basic Documents, the Indenture Trustee shall release property from the lien of
this Indenture only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(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. If the Commission shall issue an
exemptive order under TIA Section 304(d) modifying the Owner Trustee's
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and
the terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture in accordance with the conditions and procedures
set forth in such exemptive order.


Section 2.11 Book-Entry Notes. The Notes, upon original issuance, shall 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 Note Owner thereof shall receive a Definitive Note (as defined
below) representing such Note Owner's interest in such Note, except as provided
in Section 2.13. Unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to such Note Owners pursuant to Section
2.13:

(i)      the provisions of this Section 2.11 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 Book-Entry Notes and
         the giving of instructions or directions hereunder) as the sole
         Noteholder, and shall have no obligation to the Note Owners;

(iii)     to the extent that the provisions of this Section 2.11 conflict with
          any other provisions of this Indenture, the provisions of this Section
          2.11 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 and/or the Clearing
         Agency Participants pursuant to the Note Depository Agreement. Unless
         and until Definitive Notes are issued to Note Owners pursuant to
         Section 2.13, the initial Clearing Agency shall make book-entry
         transfers among the Clearing Agency Participants and receive and
         transmit payments of principal of and interest on the Book-Entry Notes
         to such Clearing Agency Participants; and

(v)      whenever this Indenture requires or permits actions to be taken based
         upon instructions or directions of Noteholders of Notes evidencing a
         specified percentage of the Note Balance of the Notes Outstanding (or
         any Class thereof, including the Controlling Note 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
         and/or Clearing Agency Participants owning or representing,
         respectively, such required percentage of the beneficial interest of
         the Notes Outstanding (or Class thereof, including the Controlling Note
         Class) and has delivered such instructions to the Indenture Trustee.

Section 2.12 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders of Book-Entry Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to the Note
Owners pursuant to Section 2.13, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Noteholders of
Book-Entry Notes to the Clearing Agency, and shall have no obligation to such
Note Owners.

Section 2.13 Definitive Notes. With respect to any Class or Classes of
Book-Entry 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 such Class of Book-Entry Notes
and the Administrator is unable to locate a qualified successor, (ii) the
Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or an Event of Servicing
Termination, Note Owners of such Class of Book-Entry Notes evidencing beneficial
interests aggregating not less than a majority of the Note Balance of such Class
advise the Indenture Trustee and 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 Class of Note Owners, then the Clearing Agency shall
notify all Note Owners of such Class and the Indenture Trustee of the occurrence
of such event and of the availability of Definitive Notes to the Note Owners of
the applicable Class 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 shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes to Note Owners, the Indenture Trustee shall recognize the holders of such
Definitive Notes as Noteholders.

Section 2.14 Authenticating Agents. (a) The Indenture Trustee may appoint one or
more Persons (each, an "Authenticating Agent") with power to act on its behalf
and subject to its direction in the authentication of Notes in connection with
issuance, transfers and exchanges under Sections 2.2, 2.3, 2.5, 2.6 and 9.6, as
fully to all intents and purposes as though each such Authenticating Agent had
been expressly authorized by those Sections to authenticate such Notes. For all
purposes of this Indenture, the authentication of Notes by an Authenticating
Agent pursuant to this Section 2.14 shall be deemed to be the authentication of
Notes "by the Indenture Trustee."

(b) Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, without the execution or filing of any
further act on the part of the parties hereto or such Authenticating Agent or
such successor corporation.

(c) Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Indenture Trustee and the Owner Trustee. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the Owner
Trustee. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may appoint a successor Authenticating Agent and shall
give written notice of any such appointment to the Owner Trustee.

(d) The Administrator agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services. The provisions of Sections 2.9
and 6.4 shall be applicable to any Authenticating Agent.



<PAGE>



                                  ARTICLE III

                                    COVENANTS


Section 3.1 Payment of Principal and Interest. The Issuer shall 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
and subject to Section 8.2, on each Payment Date the Issuer shall cause to be
paid all amounts on deposit in the Collection Account and the Principal
Distribution Account with respect to the Collection Period preceding such
Payment Date and deposited therein pursuant to the Sale and Servicing Agreement.
Amounts properly withheld under the Code by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been paid
by the Issuer to such Noteholder for all purposes of this Indenture.

Section 3.2 Maintenance of Office or Agency. The Issuer shall 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. The Issuer hereby initially appoints the Indenture Trustee to serve as
its agent for the foregoing purposes. The Issuer shall give prompt written
notice to the Indenture Trustee of the location, and of any change in the
location, of 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 3.3 Money for Payments To Be Held in Trust. (a) As provided in Sections
8.2 and 5.4(b), all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Trust Accounts and the
Payahead Account shall be made on behalf of the Issuer by the Indenture Trustee
or by another Note Paying Agent, and no amounts so withdrawn from the Trust
Accounts and the Payahead Account for payments of Notes shall be paid over to
the Issuer, except as provided in this Section 3.3.

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

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

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

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

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

(iv)     immediately resign as a Note 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
         Note Paying Agent at the time of its appointment; and

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

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

(e)      Subject to applicable laws with respect to escheat of funds, any money
         held by the Indenture Trustee or any Note Paying Agent in trust for the
         payment of any amount due with respect to any Note and remaining
         unclaimed for two (2) years after such amount has become due and
         payable shall be discharged from such trust and be paid to the Issuer
         on Issuer Request; and the Noteholder 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 Note Paying Agent
         with respect to such trust money shall thereupon cease; provided,
         however, that the Indenture Trustee or such Note 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 thirty (30) days from the date of
         such publication, any unclaimed balance of such money then remaining
         shall 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 Noteholders whose Notes
         have been called but have not been surrendered for redemption or whose
         right to or interest in monies due and payable but not claimed is
         determinable from the records of the Indenture Trustee or of any Note
         Paying Agent, at the last address of record for each such Noteholder).

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

Section 3.5 Protection of Indenture Trust Estate. The Issuer shall from time to
time execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and shall take such other action necessary or advisable
to:

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

(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 Indenture Trust Estate and the rights
         of the Indenture Trustee, the Swap Counterparties and the Noteholders
         in such Indenture Trust Estate against the claims of all Persons.

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.5; provided,
however, that the Indenture Trustee shall be under no obligation to file any
such financing statement, continuation statement or other instrument required to
be executed pursuant to this Section 3.5.

Section 3.6 Opinions as to Indenture Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as
are necessary to perfect and make effective the lien and security interest of
this Indenture and reciting the details of such action, or stating that, in the
opinion of such counsel, no such action is necessary to make such lien and
security interest effective.

(b) On or before April 30 in each calendar year, beginning in 2004, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect to
the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements and any other action that may be required by law 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 shall, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until April 30 in
the following calendar year.

Section 3.7 Performance of Obligations; Servicing of Receivables. (a) The Issuer
shall not take any action and shall use its 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 Indenture 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 and the other Basic Documents.

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

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

(d) If the Issuer shall have knowledge of the occurrence of an Event of
Servicing Termination 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 in respect of
such default. If an Event of Servicing Termination shall arise from the failure
of the Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.

(e) As promptly as possible after the giving of notice of termination to the
Servicer of the Servicer's rights and powers pursuant to Section 8.1 of the Sale
and Servicing Agreement or the Servicer's resignation in accordance with the
terms of the Sale and Servicing Agreement, the Issuer shall appoint a Successor
Servicer meeting the requirements of the Sale and Servicing Agreement, and such
Successor Servicer shall accept its appointment by a written assumption in a
form acceptable to the Indenture Trustee. In the event that a Successor Servicer
has not been appointed at the time when the Servicer ceases to act as Servicer,
the Indenture Trustee without further action shall automatically be appointed
the Successor Servicer. If the Indenture Trustee shall be legally unable to act
as Successor Servicer, it may appoint, or petition a court of competent
jurisdiction to appoint, a Successor Servicer. The Indenture Trustee may resign
as the Servicer by giving written notice of such resignation to the Issuer and
in such event shall be released from such duties and obligations, such release
not to be effective until the date a new servicer enters into a servicing
agreement with the Issuer as provided below. Upon delivery of any such notice to
the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer
under the Sale and Servicing Agreement. Any Successor Servicer (other than the
Indenture Trustee) shall (i) be an established institution having a net worth of
not less than $100,000,000 and whose regular business shall include the
servicing of automotive receivables and (ii) enter into a servicing agreement
with the Issuer having substantially the same provisions as the provisions of
the Sale and Servicing Agreement applicable to the Servicer. If, within thirty
(30) days after the delivery of the notice referred to above, the Issuer shall
not have obtained such a new servicer, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer. In
connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Sale and
Servicing Agreement, and, in accordance with Section 8.2 of the Sale and
Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the Receivables (such agreement to be in form and
substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall
succeed to the Servicer's duties as servicer of the Receivables as provided
herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be
inapplicable to the Indenture Trustee in its duties as the successor to the
Servicer and the servicing of the Receivables. In case the Indenture Trustee
shall become successor to the Servicer under the Sale and Servicing Agreement,
the Indenture Trustee shall be entitled to appoint as Servicer any one of its
Affiliates; provided that the Indenture Trustee, in its capacity as the
Servicer, shall be fully liable for the actions and omissions of such Affiliate
in such capacity as Successor Servicer.

(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. As soon as a Successor Servicer is appointed by the Issuer, the Issuer
shall notify the Indenture Trustee of such appointment, specifying in such
notice the name and address of such Successor Servicer.

(g) Without derogating from the absolute nature of the assignment granted to the
Indenture Trustee under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer hereby agrees that it shall not, without the prior written
consent of the Indenture Trustee or the Noteholders of Notes evidencing not less
than a majority in Note Balance of the Notes Outstanding and upon prior written
notice to the Rating Agencies, 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 other Basic
Documents).

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

(i)      except as expressly permitted by this Indenture, the Trust Agreement,
         the 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 Indenture Trust
         Estate, unless directed to do so by the Indenture Trustee;

(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 the Trust or the Indenture Trust Estate;

(iii)    dissolve or liquidate in whole or in part; or

(iv) (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 assets of the Issuer,  including  those
     included in the Indenture 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) 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 Indenture Trust Estate.

Section 3.9 Annual Statement as to Compliance. The Issuer shall deliver to the
Indenture Trustee, within 120 days after the end of each calendar year, 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)    Rating Agency Confirmation shall have been obtained 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 tax consequence to
         the Issuer, any Noteholder or any Certificateholder;

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

(vi)     the Issuer shall have delivered to the Seller, the Servicer, the Owner
         Trustee and 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).

(b)      Other than as specifically contemplated by the Basic Documents, the
         Issuer shall not convey or transfer any of its properties or assets,
         including those included in the Indenture 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  shall (A) 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 of all  obligations  under the Interest Rate Swap  Agreements
     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 Noteholders and the Swap
     Counterparties,   (D)  unless  otherwise   provided  in  such  supplemental
     indenture,  expressly  agrees to  indemnify,  defend and hold  harmless the
     Issuer  against and from any loss,  liability or expense  arising  under or
     related to this Indenture and the Notes,  and (E) expressly agrees by means
     of such supplemental  indenture that such Person (or if a group of Persons,
     then one specified  Person) shall make all filings with the Commission (and
     any other  appropriate  Person)  required by the Exchange Act in connection
     with the Notes;

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

(iii)    Rating Agency Confirmation shall have been obtained 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 tax consequence to
         the Issuer, any Noteholder or any Certificateholder;

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

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

Section 3.11 Successor or Transferee. (a) Upon any consolidation or merger of
the Issuer in accordance with Section 3.10(a), the Person formed by or surviving
such consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.

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

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

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

Section 3.14 Servicer's Obligations. The Issuer shall cause the Servicer to
comply with the Sale and Servicing Agreement, including Sections 3.9, 3.10,
3.11, 3.12, 3.13 and 4.9 and Article VII thereof.

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

Section 3.16 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 Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

Section 3.18 Restricted Payments. The Issuer shall not, directly or indirectly,
(i) 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
or the Administrator, (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, (x) payments to the Servicer, the
Seller, the Administrator, the Owner Trustee, the Indenture Trustee, the Swap
Counterparties, the Noteholders and the Certificateholders as contemplated by,
and to the extent funds are available for such purpose under, this Indenture and
the other Basic Documents and (y) payments to the Indenture Trustee pursuant to
Section 2(a)(ii) of the Administration Agreement. The Issuer shall not, directly
or indirectly, make payments to or distributions from the Collection Account or
the Principal Distribution 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 any party to the Sale and Servicing
Agreement, the Purchase Agreement or the Interest Rate Swap Agreements with
respect to any of the provisions thereof.

Section 3.20 Removal of Administrator. For so long as any Notes are Outstanding,
the Issuer shall not remove the Administrator without cause unless Rating Agency
Confirmation shall have been obtained in connection therewith.

Section 3.21 Calculation Agent. (a) The Issuer agrees that for so long as any of
the Floating Rate Notes are Outstanding there shall at all times be an agent
appointed to calculate LIBOR in respect of each Interest Period (the
"Calculation Agent"). The Issuer hereby appoints The Bank of New York as
Calculation Agent for purposes of determining LIBOR for each Interest Period and
The Bank of New York hereby accepts such appointment. The Calculation Agent may
be removed by the Issuer at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Issuer, the Issuer shall promptly
appoint as a replacement Calculation Agent a leading bank which is engaged in
transactions in Eurodollar deposits in the international Eurodollar market and
which does not control or is not controlled by or under common control with the
Issuer or its Affiliates. The Calculation Agent may not resign its duties
without a successor having been duly appointed.

(b) The Calculation Agent shall be required to calculate on each LIBOR
Determination Date the interest rate for the Outstanding Floating Rate Notes of
each Class for the related Interest Period (in each case, at a rate per annum
rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward) and the amount of interest
payable (rounded to the nearest cent, with half a cent being rounded upwards) on
the related Payment Date. The determination of such interest rates by the
Calculation Agent shall (in the absence of manifest error) be final and binding
upon all parties.

Section 3.22 Representations and Warranties by the Issuer as to Security
Interest.

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

(b) All of the Permitted Investments have been and will be credited to one of
the Collection Account, the Reserve Account, the Principal Distribution Account
and the Payahead Account. The securities intermediary for each Securities
Account has agreed to treat all assets credited to the Securities Accounts as
"financial assets" within the meaning of the applicable UCC. The Collateral
(other than those Permitted Investments which have been credited to one of the
Collection Account, the Reserve Account, the Principal Distribution Account or
the Payahead Account) constitutes either "chattel paper," "instruments" or
"general intangibles" within the meaning of the applicable UCC.

(c) The Issuer owns and has good and marketable title to the Receivables. The
Receivables are free and clear of any lien, claim or encumbrance of any Person
(other than the Indenture Trustee and other than as permitted by the Purchase
Agreement and the Sale and Servicing Agreement). The Issuer has received all
consents and approvals required by the terms of the Receivables and the Interest
Rate Swap Agreements to transfer to the Indenture Trustee all of its interest
and rights in the Receivables and the Interest Rate Swap Agreements except to
the extent that any requirement for consent or approval is rendered ineffective
under the applicable UCC.

(d) The Issuer has caused or will have caused, within ten days of the issuance
of the Notes, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest granted in the Collateral to the Indenture
Trustee.

(e) The Issuer has delivered to the Indenture Trustee a fully executed agreement
pursuant to which the securities intermediary has agreed to comply with all
instructions originated by the Indenture Trustee relating to the Securities
Accounts without further consent by the Issuer.

(f) Other than the security interest granted to the Indenture Trustee pursuant
to this Indenture, the Issuer has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any part of the Collateral. The
Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that include a description of collateral covering
any part of the Collateral, other than any financing statements relating to the
security interest granted to the Indenture Trustee. The Issuer is not aware of
any judgment or tax lien filings against it.

(g) The Securities Accounts (other than the Payahead Account) are not in the
name of any person other than the Issuer or the Indenture Trustee. The Issuer
has not consented to the securities intermediary of any Securities Account
complying with entitlement orders of any person other than the Indenture
Trustee.

(h) All financing statements filed or to be filed against the Trust in favor of
the Indenture Trustee in connection herewith describing the Collateral contain a
statement to the following effect: "The grant of a security interest in any
collateral described in this financing statement will violate the rights of the
Indenture Trustee."


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease
to be of further effect with respect to the Notes except as to (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi)
the rights of Noteholders and Swap Counterparties 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

(2)               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 2.6 and (ii)
                  Notes for whose payment money has theretofore been deposited
                  in trust or segregated and held in trust by the Issuer and
                  thereafter repaid to the Issuer or discharged from such trust,
                  as provided in Section 3.3) have been delivered to the
                  Indenture Trustee for cancellation; or

(3)  all  Notes  not  theretofore   delivered  to  the  Indenture   Trustee  for
     cancellation  have become due and  payable  and the Issuer has  irrevocably
     deposited or caused to be irrevocably  deposited with the Indenture Trustee
     cash or direct  obligations  of or  obligations  guaranteed  by the  United
     States of America  (which  will mature  prior to the date such  amounts are
     payable),  in trust  for such  purpose,  in an  amount  sufficient  without
     reinvestment 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  10.1),  as the
     case may be, and all fees due and payable to the Indenture Trustee;

(B)               the Issuer has paid or caused to be paid all other sums
                  payable hereunder and under any of the other Basic Documents
                  by the Issuer;

(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 11.1(a) and, subject to
                  Section 11.2, each stating that all conditions precedent
                  herein provided for relating to the satisfaction and discharge
                  of this Indenture have been complied with; and

(D)               the Issuer has delivered to the Indenture Trustee an Opinion
                  of Counsel to the effect that the satisfaction and discharge
                  of the Notes pursuant to this Section 4.1 will not cause any
                  Noteholder to be treated as having sold or exchanged any of
                  its Notes for purposes of Section 1001 of the Code.

Upon the satisfaction and discharge of the Indenture pursuant to this Section
4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to
the Owner Trustee a certificate of a Trustee Officer stating that all
Noteholders have been paid in full and stating whether, to the best knowledge of
such Trustee Officer, any claims remain against the Issuer in respect of the
Indenture and the Notes.

Section 4.2         Satisfaction, Discharge and Defeasance of Notes.

(a)      Upon satisfaction of the conditions set forth in subsection (b) below,
         the Issuer shall be deemed to have paid and discharged the entire
         indebtedness on all the Outstanding Notes, and the provisions of this
         Indenture, as it relates to such Notes, shall no longer be in effect
         (and the Indenture Trustee, at the expense of the Issuer, shall execute
         proper instruments acknowledging the same), 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 3.2,
         3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations
         and immunities of the Indenture Trustee hereunder (including the rights
         of the Indenture Trustee under Section 6.7 and the obligations of the
         Indenture Trustee under Section 4.3), and (vi) the rights of
         Noteholders and Swap Counterparties as beneficiaries hereof with
         respect to the property so deposited with the Indenture Trustee payable
         to all or any of them.

(b)      The satisfaction, discharge and defeasance of the Notes pursuant to
         subsection (a) of this Section 4.2 is subject to the satisfaction of
         all of the following conditions:

(i)  the Issuer has deposited or caused to be deposited  irrevocably  (except as
     provided  in Section  4.4) with the  Indenture  Trustee  as trust  funds in
     trust,  specifically  pledged as security for, and dedicated solely to, the
     benefit of the  Noteholders,  which,  through the  payment of interest  and
     principal in respect  thereof in accordance  with their terms will provide,
     not later  than one day prior to the due date of any  payment  referred  to
     below,  money in an  amount  sufficient,  in the  opinion  of a  nationally
     recognized firm of independent  certified public accountants expressed in a
     written  certification  thereof delivered to the Indenture Trustee,  to pay
     and  discharge  the  entire  indebtedness  on the  Outstanding  Notes,  for
     principal  thereof and interest thereon to the date of such deposit (in the
     case of Notes that have become due and  payable) or to the maturity of such
     principal and interest, as the case may be, and to pay any amounts then due
     and payable to the Swap Counterparties;

(ii)     such deposit will not result in a breach or violation of, or constitute
         an event of default under, any other agreement or instrument to which
         the Issuer is bound;

(iii)    no Event of Default with respect to the Notes shall have occurred and
         be continuing on the date of such deposit or on the ninety-first (91st)
         day after such date;

(iv)     the Issuer has delivered to the Indenture Trustee an Opinion of Counsel
         to the effect that the satisfaction, discharge and defeasance of the
         Notes pursuant to this Section 4.2 will not cause any Noteholder to be
         treated as having sold or exchanged any of its Notes for purposes of
         Section 1001 of the Code; and

(v)      the Issuer has delivered to the Indenture Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent relating to the defeasance contemplated by this Section 4.2
         have been complied with.

Section 4.3 Application of Trust Money. All monies deposited with the Indenture
Trustee pursuant to Sections 4.1 and 4.2 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 Note Paying Agent, as the Indenture
Trustee may determine, to the Noteholders of the particular Notes for the
payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest, and for payment to the Swap Counterparties of all sums, if any, due or
to become due to the Swap Counterparties under and in accordance with this
Indenture and the Interest Rate Swap Agreements, but such monies need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

Section 4.4 Repayment of Monies Held by Note Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Note Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.3 and thereupon such Note Paying Agent shall be released from all
further liability with respect to such monies.



<PAGE>



                                   ARTICLE V

                                    REMEDIES

Section 5.1 Events of Default. "Event of Default," wherever used herein, means
the occurrence of any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

(i)      default in the payment of interest due on any Note of the Controlling
         Note Class when the same becomes due and payable on each Payment Date,
         and such default shall continue for a period of five (5) days or more;
         or

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

(iii)default in the  observance  or  performance  of any  material  covenant  or
     agreement  of the Issuer made in this  Indenture  (other than a covenant or
     agreement, a default in the observance or performance of which is elsewhere
     in this Section 5.1  specifically  dealt with),  or any  representation  or
     warranty  of the Issuer made in this  Indenture  or in any  certificate  or
     other writing delivered  pursuant hereto or in connection  herewith proving
     to have been incorrect in any material respect as of the time when the same
     shall have been made, and such default shall  continue or not be cured,  or
     the circumstance or condition in respect of which such misrepresentation or
     warranty was incorrect shall not have been  eliminated or otherwise  cured,
     for a period of sixty  (60) days or in the case of a  materially  incorrect
     representation  and warranty thirty (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  Noteholders  of
     Notes  evidencing not less than 25% of the Note Balance of the  Controlling
     Note  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; or

(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 Indenture Trust Estate in an involuntary case
         under any applicable federal or State bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official of the Issuer or for any substantial part of the Indenture
         Trust Estate, or ordering the winding-up or liquidation of the Issuer's
         affairs, and such decree or order shall remain unstayed and in effect
         for a period of sixty (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 or taking possession by a
         receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of the Issuer or for any substantial part of the
         Indenture 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 deliver to the Indenture Trustee (with a copy to any Qualified
Institution or Qualified Trust Institution (if not the Indenture Trustee)
maintaining any Trust Accounts), within five (5) days after the occurrence
thereof, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (iii) above, its status and what action the Issuer is
taking or proposes to take with respect thereto.

Section 5.2 Acceleration of Maturity; Rescission and Annulment. (a) If an Event
of Default should occur and be continuing, then and in every such case the
Indenture Trustee or the Noteholders of Notes evidencing not less than a
majority of the Note Balance of the Controlling Note Class may declare all the
Notes to be immediately due and payable, by a notice in writing to the Issuer
(and to the Indenture Trustee if given by Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable. If an Event of Default specified in Section 5.1(iv)
or (v) occurs, all unpaid principal, together with all accrued and unpaid
interest thereon, of all the Notes, and all other amounts payable hereunder,
shall automatically become due and payable without any declaration or other act
on the part of the Indenture Trustee or any Noteholder. In the event of such
declaration or automatic acceleration, the Indenture Trustee shall give prompt
written notice to the Swap Counterparties and the Qualified Institution or
Qualified Trust Institution maintaining the Reserve Account, the Collection
Account and the Payahead Account.

(b) At any time after a declaration of acceleration of maturity has been made
and before a judgment or decree for payment of the amount due has been obtained
by the Indenture Trustee as hereinafter provided in this Article V, the
Noteholders of Notes evidencing not less than a majority of the Note Balance of
the Controlling Note Class, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

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

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

                                  (B) all sums paid or advanced by the Indenture
                  Trustee hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Indenture 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 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee. (a) The Issuer covenants that if (i) there is an Event of Default
relating to the nonpayment of any interest on any Note when the same becomes due
and payable, and such Event of Default continues for a period of five (5) days,
or (ii) there is an Event of Default relating to the nonpayment 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 shall, upon demand of the Indenture
Trustee, pay to the Indenture Trustee, for the benefit of the Noteholders, the
whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest at
the applicable Note Interest Rate borne by the Notes and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents, attorneys 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 upon such Notes and collect in the manner provided by law out
         of the property of the Issuer or other obligor upon such Notes,
         wherever situated, the monies adjudged or decreed to be payable.

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

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

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

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

(iii)    to collect and receive any monies or other property payable or
         deliverable on any such claims and to pay all amounts received with
         respect to the claims of the Noteholders, the Swap Counterparties 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, the Swap Counterparties or the Noteholders allowed in any
         judicial proceedings relative to the Issuer, its creditors and its
         property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, 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, and all advances and disbursements made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of negligence
or bad faith, and any other amounts due the Indenture Trustee pursuant to
Section 6.7.

(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 or of any Swap Counterparty any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the Interest Rate Swap
Agreements or the rights of any Noteholder or any Swap Counterparty to authorize
the Indenture Trustee to vote in respect of the claim of any Noteholder or any
Swap Counterparty in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under
any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or 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, attorneys and counsel, shall be
for the ratable benefit of the Noteholders and the Swap Counterparties in
respect of which such judgment has been recovered.

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

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

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

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

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

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

provided, however, the Indenture Trustee may not sell or otherwise liquidate the
Indenture Trust Estate unless:

         (A) the Event of Default is of the type described in Section 5.1(i) or
(ii); or

         (B) with respect to any Event of Default described in Section 5.1(iv)
and (v):

                  (1)      the Noteholders of Notes evidencing 100% of the Note
                           Balance of the Controlling Note Class consent
                           thereto; or

                  (2)      the proceeds of such sale or liquidation are
                           sufficient to pay in full the principal of and the
                           accrued interest on the Outstanding Notes and all
                           payments due and payable (including any Swap
                           Termination Payments) pursuant to the Interest Rate
                           Swap Agreements; or

                  (3)      the Indenture Trustee

                           (x)    determines (but shall have no obligation to
                                  make such determination) that the Indenture
                                  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
                                  662/3% of the Note Balance of the Controlling
                                  Note Class; or

         (C) with respect to an Event of Default described in Section 5.1(iii):

                  (1)      the Noteholders of all Outstanding Notes and the
                           Certificateholders of all outstanding Certificates
                           consent thereto; or

                  (2)      the proceeds of such sale or liquidation are
                           sufficient to pay in full the principal of and
                           accrued interest on the Outstanding Notes and
                           outstanding Certificates and all payments due and
                           payable (including Swap Termination Payments)
                           pursuant to the Interest Rate Swap Agreements.

In determining such sufficiency or insufficiency with respect to clauses (B)(2),
(C)(2) and (B)(3)(x) above, the Indenture Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate for such purpose.

(b)      Notwithstanding the provisions of Section 8.2, if the Indenture Trustee
         collects any money or property pursuant to this Article V, it shall pay
         out the money or property in the following order:

(i)      first, to the Indenture Trustee for amounts due under Section 6.7;

(ii)     second, to the Servicer for due and unpaid Servicing Fees;

(iii)    third, to the Swap Counterparties, the amount of the Net Swap Payments
         then due under the Interest Rate Swap Agreements (exclusive of any Swap
         Termination Payments);

(iv) fourth,  with  the  same  priority  and  ratably,  in  accordance  with the
     Principal  Balance of the Class A Notes  Outstanding  and the amount of any
     Swap Termination Payments due and payable by the Issuer to the Class A Swap
     Counterparties,  (1) to Noteholders  of the Class A Notes,  for amounts due
     and unpaid on the Class A Notes in respect of  interest,  ratably,  without
     preference  or  priority  of any kind,  according  to the  amounts  due and
     payable by the Issuer to the Noteholders of the Class A Notes for interest,
     the  Accrued   Class  A  Note   Interest  and  (2)  to  the  Class  A  Swap
     Counterparties,  any  Swap  Termination  Payments,  provided,  that  if any
     amounts are remaining after such allocations are made, such amounts will be
     allocated  to the Class A Swap  Counterparties  to the extent of any unpaid
     Swap Termination Payments;

(v)      fifth, to Noteholders of the Class A-1 Notes for amounts due and unpaid
         on the Class A-1 Notes for principal, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Class A-1 Notes for principal, until the principal amount of the
         Outstanding Class A-1 Notes is reduced to zero;

(vi)     sixth, to Noteholders of the Class A-2 Notes for amounts due and unpaid
         on the Class A-2 Notes for principal, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Class A-2 Notes for principal, until the principal amount of the
         Outstanding Class A-2 Notes is reduced to zero;

(vii)    seventh, to Noteholders of the Class A-3 Notes for amounts due and
         unpaid on the Class A-3 Notes for principal, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Class A-3 Notes for principal, until the principal
         amount of the Outstanding Class A-3 Notes is reduced to zero;

(viii)   eighth, to Noteholders of the Class A-4 Notes for amounts due and
         unpaid on the Class A-4 Notes for principal, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Class A-4 Notes for principal, until the principal
         amount of the Outstanding Class A-4 Notes is reduced to zero;

                           (ix) ninth, with the same priority and ratably, in
                  accordance with the Principal Balance of the Class B Notes
                  Outstanding and the amount of any Swap Termination Payments
                  due and payable by the Issuer to the Class B Swap Counterpary,
                  (1) to Noteholders 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 by the Issuer to the Noteholders of
                  the Class B Notes for interest, the Accrued Class B Note
                  Interest and (2) to the Class B Swap Counterparty, any Swap
                  Termination Payments, provided, that if any amounts are
                  remaining after such allocations are made, such amounts will
                  be allocated to the Class B Swap Counterparty to the extent of
                  any unpaid Swap Termination Payments;

                           (x) tenth, to Noteholders of the Class B Notes for
                  amounts due and unpaid on the Class B Notes for principal,
                  ratably, without preference or priority of any kind, according
                  to the amounts due and payable on the Class B Notes for
                  principal, until the principal amount of the Outstanding Class
                  B Notes is reduced to zero;

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

                           (xii) twelfth, to Noteholders of the Class C Notes
                  for amounts due and unpaid on the Class C Notes for principal,
                  ratably, without preference or priority of any kind, according
                  to the amounts due and payable on the Class C Notes for
                  principal, until the principal amount of the Outstanding Class
                  C Notes is reduced to zero;

                           (xiii) thirteenth, to the Issuer for amounts required
                  to be distributed to the Certificateholders pursuant to the
                  Trust Agreement and the Sale and Servicing Agreement; and

                           (xiv) fourteenth, to the Seller, any money or
                  property remaining after payment in full of the amounts
                  described in clauses (i)-(xiii) of this Section 5.4(b).

The Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 5.4. At least fifteen (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.

(c) Upon a sale or other liquidation of the Receivables in the manner set forth
in Section 5.4(a), the Indenture Trustee shall provide reasonable prior notice
of such sale or liquidation to each Noteholder, Certificateholder and to the
Swap Counterparties. A Noteholder or Certificateholder or Swap Counterparty may
submit a bid with respect to such sale.

Section 5.5 Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.2 following an Event of Default,
and such declaration and its consequences have not been rescinded and annulled,
the Indenture Trustee may, but need not, elect to maintain possession of the
Indenture Trust Estate and apply proceeds as if there had been no declaration of
acceleration; provided, however, that funds on deposit in the Collection Account
at the time the Indenture Trustee makes such election or deposited therein
during the Collection Period in which such election is made (including funds, if
any, deposited therein from the Reserve Account and the Payahead Account) shall
be applied in accordance with such declaration of acceleration in the manner
specified in Section 4.6(c) of the Sale and Servicing Agreement. 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
any amounts owing to the Swap Counterparties, and the Indenture Trustee shall
take such desire into account when determining whether or not to maintain
possession of the Indenture Trust Estate. In determining whether to maintain
possession of the Indenture Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Indenture Trust Estate for such purpose.

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

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

(b) the Noteholders of Notes evidencing not less than 25% of the Note Balance of
the Controlling Note 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;

(c) such Noteholder or Noteholders have offered to the Indenture Trustee
reasonable indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;

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

(e) no direction inconsistent with such written request has been given to the
Indenture Trustee during such sixty-day period by the Noteholders of Notes
evidencing not less than a majority of the Note Balance of the Controlling Note
Class.

                  It is understood and intended that no one or more Noteholders
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Noteholders or to obtain or to seek to obtain priority or preference over
any other Noteholders 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 Noteholders,
each evidencing less than a majority of the Note Balance of the Controlling Note
Class, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.

Section 5.7 Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, any Noteholder
shall have the right, which is absolute and unconditional, to receive payment of
the principal of and interest, if any, on its 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 Noteholder.

Section 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally 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 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Noteholder 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 any acquiescence
therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee or to the Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or by the
Noteholders, as the case may be.

Section 5.11 Control by Controlling Note Class of Noteholders. The Noteholders
of Notes evidencing not less than a majority of the Note Balance of the
Controlling Note 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:

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

(b) subject to the express terms of Section 5.4, any direction to the Indenture
Trustee to sell or liquidate the Indenture Trust Estate shall be by Noteholders
of Notes evidencing not less than 100% of the Note Balance of the Controlling
Note Class;

(c) if the conditions set forth in Section 5.5 have been satisfied and the
Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such
Section 5.5, then any direction to the Indenture Trustee by Noteholders of Notes
evidencing less than 100% of the Note Balance of the Controlling Note Class to
sell or liquidate the Indenture Trust Estate shall be of no force and effect;
and

(d) 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 5.11,
subject to Section 6.1, the Indenture Trustee need not take any action that it
determines might involve it in costs or expenses for which it would not be
adequately indemnified or expose it to personal liability or might materially
adversely affect or unduly prejudice 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 5.2, the
Noteholders of Notes evidencing not less than a majority of the Note Balance of
the Controlling Note Class may waive any past Default or Event of Default and
its consequences except a Default (a) in the payment of principal of or interest
on any of the Notes or (b) in respect of a covenant or provision hereof that
cannot be amended, supplemented or modified without the consent of each
Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee
and the Noteholders 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 Noteholder by such Noteholder'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 5.13 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
principal amount of the Notes Outstanding (or in the case of a right or remedy
under this Indenture which is instituted by the Controlling Note Class, more
than 10% of the Controlling Note 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 shall not at any time insist upon, or
plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture, 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 shall 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 Indenture Trust Estate or
upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b).

Section 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly
following a request from the Indenture Trustee to do so, and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Seller and the Servicer, as applicable, of each of their obligations to
the Issuer under or in connection with the Sale and Servicing Agreement, or by
the Seller and Ford Credit, as applicable, of each of their obligations under or
in connection with the Purchase Agreement, 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 and the Purchase Agreement, as
the case may be, to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Seller, the Servicer or Ford Credit 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 by the Seller or Ford Credit of each of their obligations under the
Purchase Agreement.

(b) 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 Swap Counterparties in accordance with the Interest Rate Swap Agreements
and to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Interest Rate Swap
Agreements to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Swap Counterparties of their obligations under the Interest
Rate Swap Agreements.

(c) If an Event of Default has occurred and is continuing, the Indenture Trustee
may, and at the direction (which direction shall be in writing or by telephone,
confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing
not less than 662/3% of the Note Balance of the Controlling Note 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, or against the Seller or Ford Credit under or in connection
with the Purchase Agreement, including the right or power to take any action to
compel or secure performance or observance by the Seller, the Servicer or Ford
Credit, 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 or the Purchase
Agreement, as the case may be, and any right of the Issuer to take such action
shall be suspended.

(d) If an Event of Default has occurred and is continuing, the Indenture Trustee
may, and at the direction (which direction shall be in writing or by telephone,
confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing
not less than 662/3% of the principal amount of the Controlling Note Class
shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Swap Counterparties including the right or power to take any
action to compel or secure performance or observance by the Swap Counterparties
of their obligations to the Issuer under Interest Rate Swap Agreements and to
give any consent, request, notice, direction, approval, extension, or waiver
under the Interest Rate Swap Agreements and any right of the Issuer to take such
action shall be suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

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

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

(ii)     in the absence of bad faith on its part, the Indenture Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and, if required by the
         terms of this Indenture, conforming to the requirements of this
         Indenture; provided, however, that the Indenture Trustee shall examine
         the certificates and opinions to determine whether or not they conform
         to the requirements of this Indenture.

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

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

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

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

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

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

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

(g)      Every provision of this Indenture relating to the conduct or affecting
         the liability of or affording protection to the Indenture Trustee shall
         be subject to the provisions of this Section 6.1 and to the provisions
         of the TIA.

(h)      The Indenture Trustee shall not be charged with knowledge of any Event
         of Default unless either (1) a Trustee Officer shall have actual
         knowledge of such Event of Default or (2) written notice of such Event
         of Default shall have been given to the Indenture Trustee in accordance
         with the provisions of this Indenture.

Section 6.2 Rights of Indenture Trustee. (a) The Indenture Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or 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 matters stated in any such document.

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

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

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

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

(f) The Indenture Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture or to honor the request or
direction of any of the Noteholders pursuant to this Indenture unless such
Noteholders shall have offered to the Indenture Trustee reasonable security or
indemnity satisfactory to it against the reasonable costs, expenses,
disbursements, advances and liabilities which might be incurred by it, its
agents and its counsel in compliance with such request or direction.

(g) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request.

Section 6.3 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 Note Paying Agent, Note
Registrar, co-registrar or co-paying agent hereunder may do the same with like
rights.

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

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

Section 6.6 Reports by Indenture Trustee to Noteholders. Upon delivery to the
Indenture Trustee by the Servicer of such information prepared by the Servicer
pursuant to Section 3.9 of the Sale and Servicing Agreement as may be required
to enable each Noteholder to prepare its federal and State income tax returns,
the Indenture Trustee shall deliver such information to the Noteholders.

Section 6.7 Compensation and Indemnity. (a) The Issuer shall, or shall cause the
Administrator to, pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall, or 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 compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, counsel, accountants and experts.
The Issuer shall, or shall cause the Administrator to, indemnify the Indenture
Trustee for, and to hold it harmless against, any and all loss, liability or
expense (including attorneys' fees) incurred by it in connection with the
administration of and the performance of its duties hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Indenture Trustee shall notify the Issuer and the Administrator
promptly of any claim for which it may seek indemnity. Failure by the Indenture
Trustee to so notify the Issuer and the Administrator shall not relieve the
Issuer or the Administrator of its obligations hereunder. The Issuer shall, or
shall cause the Administrator to, defend any such claim. 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 indemnity against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

(b) The Issuer's payment obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the resignation or removal of the Indenture Trustee
and the discharge of this Indenture. When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(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 6.8 Replacement of Indenture Trustee. (a) No resignation or removal of
the Indenture Trustee, and no appointment of a successor Indenture Trustee,
shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.8 and payment in full of all sums
due to the Indenture Trustee pursuant to Section 6.7. The Indenture Trustee may
resign at any time by so notifying the Issuer. The Noteholders of Notes
evidencing not less than a majority in Note Balance of the Controlling Note
Class may remove the Indenture Trustee without cause by so notifying the
Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.
The Issuer shall remove the Indenture Trustee if:

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

(ii) an Insolvency Event occurs with respect to the Indenture Trustee;

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

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

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.

(b) Any successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer and shall
concurrently deliver a copy of such acceptance to each Swap Counterparty.
Thereupon, if all sums due the retiring Indenture Trustee pursuant to Section
6.7 have been paid in full, the resignation or removal of the retiring Indenture
Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its succession to
Noteholders. If all sums due the retiring Indenture Trustee pursuant to Section
6.7 have been paid in full, the retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor Indenture
Trustee.

(c) If a successor Indenture Trustee does not take office within sixty (60) days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Noteholders of Notes evidencing not less
than a majority in Note Balance of the Controlling Note 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 who has been a bona fide Noteholder for at least six (6) months may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.

(d) Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section 6.8, the obligations of the Issuer and the Administrator under Section
6.7 shall continue for the benefit of the retiring Indenture Trustee.

Section 6.9 Successor Indenture Trustee by Merger. (a) 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 or banking
association without any further act shall be the successor Indenture Trustee;
provided that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11. The Indenture Trustee shall provide
the Rating Agencies with prior written notice of any such transaction.

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

Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
(a) Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Indenture Trust Estate may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver an instrument 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 and the Swap
Counterparties, such title to the Indenture Trust Estate, or any part hereof,
and, subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8.

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

(i)  all rights,  powers,  duties and obligations  conferred or imposed upon the
     Indenture  Trustee  shall be  conferred  or imposed  upon and  exercised or
     performed by the Indenture  Trustee and such separate trustee or co-trustee
     jointly (it being understood that such separate trustee or co-trustee shall
     not be 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  Indenture  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 Agreement on its behalf and in its name. If
         any separate trustee or co-trustee shall die, become incapable of
         acting, resign or be removed, all of its estates, properties, rights,
         remedies and trusts shall vest in and be exercised by the Indenture
         Trustee, to the extent permitted by law, without the appointment of a
         new or successor trustee.

Section 6.11 Eligibility; Disqualification. (a) The Indenture Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Indenture Trustee
or its parent 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 shall
have a long-term debt rating of investment grade by each of the Rating Agencies
or shall otherwise be acceptable to each of the Rating Agencies. The Indenture
Trustee shall comply with TIA Section 310(b).

(b) Within ninety (90) days after ascertaining the occurrence of an Event of
Default which shall not have been cured or waived, unless authorized by the
Commission, the Indenture Trustee shall resign with respect to the Class A
Notes, the Class B Notes and/or the Class C Notes in accordance with Section 6.8
of this Indenture, and the Issuer shall appoint a successor Indenture Trustee
for any or all of such Classes, as applicable, so that there will be separate
Indenture Trustees for the Class A Notes, Class B Notes and the Class C Notes.
In the event the Indenture Trustee fails to comply with the terms of the
preceding sentence, the Indenture Trustee shall comply with clauses (ii) and
(iii) of TIA Section 310(b).

(c) In the case of the appointment hereunder of a successor Indenture Trustee
with respect to any Class of Notes pursuant to this Section 6.11, the Issuer,
the retiring Indenture Trustee and the successor Indenture Trustee with respect
to such Class of Notes shall execute and deliver an indenture supplemental
hereto wherein each successor Indenture Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, the successor Indenture Trustee all
the rights, powers, trusts and duties of the retiring Indenture Trustee with
respect to the Notes of the Class to which the appointment of such successor
Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not
retiring with respect to all Classes of Notes, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes of
each Class as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the Indenture Trustee and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Indenture
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Indenture Trustees co-trustees of the same trust
and that each such Indenture Trustee shall be a trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Indenture Trustee; and upon the removal of the retiring Indenture
Trustee shall become effective to the extent provided herein.

Section 6.12 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 6.13 Interest Rate Swap Provisions. (a) The Issuer has entered into the
Interest Rate Swap Agreements, in a form satisfactory to the Rating Agencies, to
hedge the floating rate interest expense on the Floating Rate Notes. The Issuer
may, from time to time, enter into one or more replacement Interest Rate Swap
Agreements with one or more replacement Swap Counterparties in the event that an
Interest Rate Swap Agreement is terminated prior to its scheduled expiration
pursuant to an Event of Default or Termination Event (each such term as defined
in the applicable Interest Rate Swap Agreement). The Interest Rate Swaps will
have a notional amount equal to the aggregate principal amount of the Class A-2b
Notes, Class A-3b Notes or Class B-2 Notes, as applicable, on the Closing Date.
The notional amount of each Interest Rate Swap will decrease by the amount of
any principal payments on the applicable Floating Rate Notes.

(b) On each Payment Date, Net Swap Payments (other than Swap Termination
Payments) relating to the Interest Rate Swaps will rank senior to interest
payments on the Notes, and Swap Termination Payments to the Class A Swap
Counterparties and the Class B Swap Counterparty will rank pari passu with
interest payments on the Class A Notes and the Class B Notes, respectively, all
as set forth in Section 8.2 hereof and Section 4.7 of the Sale and Servicing
Agreement.

(c) The Indenture Trustee will be responsible for remitting Net Swap Payments
and any Swap Termination Payments payable to the Swap Counterparties and for
collecting the Net Swap Receipts and any Swap Termination Payments payable to
the Issuer, as applicable, on each Payment Date.

(d) In the event that a Swap Counterparty is required to collateralize an
Interest Rate Swap transaction pursuant to the terms of the applicable Interest
Rate Swap Agreement, the Indenture Trustee, upon written request of the
Administrator, shall establish individual collateral accounts and will hold any
securities deposited therein in trust and will invest any cash amounts in
accordance with the provisions of the Interest Rate Swap Agreement.

(e) The Administrator shall calculate and provide written notification to the
Swap Counterparties and to the Indenture Trustee of the notional amount of the
Interest Rate Swaps as of each Payment Date on or before the twelfth day of the
month of the related Payment Date. The Administrator shall also obtain the
calculation of LIBOR from the Calculation Agent under this Agreement and shall
calculate the amount, for each Payment Date, of all Net Swap Payments, Net Swap
Receipts, and Swap Termination Payments payable on each Payment Date and shall
provide written notification of such amounts to the Swap Counterparties and to
the Indenture Trustee prior to such Payment Date. At least ten days before the
effective date of any proposed amendment or supplement to an Interest Rate Swap
Agreement, the Administrator shall provide the Rating Agencies with a copy of
such amendment or supplement. Any amendment or supplement to an Interest Rate
Swap Agreement will be effective only after Rating Agency Confirmation shall
have been provided with respect thereto.

(f) Promptly following the early termination of an Interest Rate Swap Agreement
due to an Event of Default or Termination Event (as each such term is defined in
such Interest Rate Swap Agreement), the Issuer will use reasonable efforts to
enter into a replacement Interest Rate Swap Agreement on terms similar to those
of such Interest Rate Swap Agreement with an eligible swap counterparty unless
the Indenture Trustee sells the Indenture Trust Estate pursuant to Section
5.4(a)(iv). The Issuer shall take action as the Indenture Trustee may request to
compel or secure the performance and observance by the Swap Counterparties of
their obligations under the Interest Rate Swap Agreements, as provided in
Section 5.16(b) and 5.16(d).

(g) Each Interest Rate Swap Agreement shall provide that a termination event
will occur thereunder if (a) the long-term rating of the Swap Counterparty is
downgraded below a rating of "A" by Fitch or is suspended or withdrawn by such
Rating Agency, (b) the long-term rating of the Swap Counterparty is downgraded
below a rating of (i) "Aa3" by Moody's if the Swap Counterparty does not have a
short-term rating of "P-1" or above or (ii) "A1" by Moody's if the Swap
Counterparty has a short-term rating of "P-1" or above, or, in each case, is
suspended or withdrawn by such Rating Agency or (c) the long-term rating of the
Swap Counterparty is downgraded below a rating of "A-" by S&P or the short-term
rating of the Swap Counterparty is downgraded below a rating of "A-1" by S&P or,
in each case, is suspended or withdrawn by such Rating Agency, or (d) notice is
given to the Indenture Trustee or Administrator by any Rating Agency that the
credit support, if any, with respect to a Swap Counterparty is no longer deemed
adequate to maintain the then-current ratings on the Class A Notes, and within
30 days of any such downgrade, suspension, withdrawal or notification, such Swap
Counterparty fails to either (i) deliver or post collateral acceptable to the
Issuer in amounts sufficient to secure its obligations under the Interest Rate
Swap Agreement, (ii) assign its rights and obligations under the Interest Rate
Swap Agreement to a replacement counterparty acceptable to the Issuer or (iii)
establish other arrangements necessary, if any, in each case so that the Rating
Agencies confirm the ratings of the Notes that were in effect immediately prior
to such downgrade, suspension, withdrawal or notification.

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished to the Indenture
Trustee (a) not more than five (5) days after each Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Noteholders as of such Record Date and (b) at such other times as the
Indenture Trustee may request in writing, within thirty (30) days after receipt
by the Issuer of any such request, a list of similar form and content as of a
date not more than ten (10) days prior to the time such list is furnished;
provided, however, that (i) so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished and (ii) no such list
shall be required to be furnished with respect to Noteholders of Book-Entry
Notes.

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

(b) Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more Noteholders of Notes evidencing not less than 25%
of the Note Balance of the Notes Outstanding to receive a copy of the current
list of Noteholders (whether or not made pursuant to TIA Section 312(b)), 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 produced in response thereto.

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

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

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

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

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

Section 7.4 Reports by Indenture Trustee. (a) If required by TIA Section 313(a),
within sixty (60) days after each April 15, beginning with April 15, 2004 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).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

Section 8.2 Trust Accounts and Payahead Account. (a) On or prior to the Closing
Date, the Issuer shall cause the Servicer to establish and maintain the Trust
Accounts and the Payahead Account as provided in Sections 4.1 and 4.7 of the
Sale and Servicing Agreement.

(b)      On or before each Payment Date, the Servicer shall deposit all
         Available Collections with respect to the Collection Period preceding
         such Payment Date in the Collection Account as provided in Sections
         4.2, 4.3, 4.4 and 4.5 of the Sale and Servicing Agreement. On or before
         each Payment Date, all amounts required to be withdrawn from the
         Reserve Account and deposited in the Collection Account pursuant to
         Section 4.5 of the Sale and Servicing Agreement shall be withdrawn by
         the Indenture Trustee from the Reserve Account and deposited to the
         Collection Account. The Issuer shall direct the Swap Counterparties to
         deposit, and shall otherwise cause to be deposited on each Payment
         Date, any Net Swap Receipts then due and payable in the Collection
         Account. In addition, the Issuer shall direct the Swap Counterparties
         to deposit, and shall otherwise cause to be deposited, all Swap
         Termination Payments paid by Swap Counterparties to the Trust into the
         Collection Account; provided, that, upon direction of the
         Administrator, the Indenture Trustee may retain a part or all of such
         Swap Termination Payments to be applied as an initial payment to a
         replacement Swap Counterparty or Swap Counterparties, and provided
         further that the Indenture Trustee shall promptly deposit any retained
         amounts that are not so applied to the Collection Account.

(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 3.9 of the Sale and
         Servicing Agreement) shall make the following 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 and the Payahead
         Account), in the following order of priority:

(i)      first, to the Servicer, the Servicing Fee and all unpaid Servicing Fees
         from prior Collection Periods;

(ii)     second, to the Swap Counterparties, the Net Swap Payments (if any) due
         to the Swap Counterparties;

(iii)    third, with the same priority and ratably, in accordance with the
         outstanding principal balance of the Class A Notes and the amount of
         any Swap Termination Payments due and payable by the Issuer to the
         Class A Swap Counterparties,

                                  (1) to the Noteholders of Class A Notes, the
Accrued Class A Note Interest,

                                  (2) to the Class A Swap Counterparties, any
Swap Termination Payments;

                  provided, that, if any amounts allocable to the Class A Notes
                  are not needed to pay interest due on such Notes, such amounts
                  shall be applied to pay the portion, if any, of any Swap
                  Termination Payments due to the Class A Swap Counterparties
                  remaining unpaid, and provided, further, that if there are not
                  sufficient funds available to pay the entire amount of the
                  Accrued Class A Note Interest, the amounts available shall be
                  applied to the payment of such interest on the Class A Notes
                  on a pro rata basis;

(iv)     fourth, to the Principal Distribution Account, the First Priority
         Principal Distribution Amount, if any;


(v)      fifth, with the same priority and ratably, in accordance with the
         outstanding principal balance of the Class B Notes and the amount of
         any Swap Termination Payments due and payable by the Issuer to the
         Class B Swap Counterparty,


                                  (1) to the Noteholders of Class B Notes, the
Accrued Class B Note Interest,

                                  (2) to the Class B Swap Counterparty, any Swap
Termination Payments;

                  provided, that, if any amounts allocable to the Class B Notes
                  are not needed to pay interest due on such Notes, such amounts
                  shall be applied to pay the portion, if any, of any Swap
                  Termination Payments due to the Class B Swap Counterparty
                  remaining unpaid, and provided, further, that if there are not
                  sufficient funds available to pay the entire amount of the
                  Accrued Class B Note Interest, the amounts available shall be
                  applied to the payment of such interest on the Class B Notes
                  on a pro rata basis;

(vi) sixth, to the Principal Distribution Account, the Second Priority Principal
Distribution Amount, if any;


                           (vii) seventh, to the Noteholders of Class C Notes,
                  the Accrued Class C Note Interest; provided that if there are
                  not sufficient funds available to pay the entire amount of the
                  Accrued Class C Note Interest, the amounts available shall be
                  applied to the payment of such interest on the Class C Notes
                  on a pro rata basis;

                           (viii) eighth, to the Principal Distribution Account,
                  the Third Priority Principal Distribution Amount, if any;

                           (ix) ninth, to the Certificate Interest Distribution
                  Account, the Accrued Class D Certificate Interest;

                           (x) tenth, to the Reserve Account, the amount, if
                  any, required to reinstate the amount in the Reserve Account
                  up to the Specified Reserve Balance;

                           (xi) eleventh, to the Principal Distribution Account,
                  the Regular Principal Distribution Amount, if any; and

                           (xii) twelfth, to the Seller, any funds remaining on
                  deposit in the Collection Account with respect to the
                  Collection Period preceding such Payment Date.

Notwithstanding any other provision of this Article VIII, and subject to Section
5.4(b), (A) following the occurrence and during the continuation of an Event of
Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) that has
resulted in an acceleration of the Notes (including the occurrence of such an
Event of Default following the occurrence of an Event of Default specified in
Section 5.1(iii) hereof that resulted in acceleration of the Notes), the
Servicer shall instruct the Indenture Trustee to transfer the funds on deposit
in the Collection Account remaining after the application of clauses (i), (ii)
and (iii) above to the Principal Distribution Account to the extent necessary to
reduce the principal amount of all the Class A Notes to zero, (B) following the
occurrence and during the continuation of an Event of Default specified in
Section 5.1(iii), which has resulted in an acceleration of the Notes, the
Servicer shall instruct the Indenture Trustee to transfer the funds on deposit
in the Collection Account remaining after the application of clauses (i), (ii),
(iii), (iv), (v), (vi), (vii) and (viii) above to the Principal Distribution
Account to the extent necessary to reduce the principal amount of all the Notes
to zero, and (C) in the case of an event described in clause (A) or (B), the
Certificateholders will not receive any distributions of principal or interest
until the principal amount and accrued interest on all the Notes has been paid
in full.

(d)      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 3.9 of the Sale and
         Servicing Agreement) shall withdraw the funds on deposit in the
         Principal Distribution Account with respect to the Collection Period
         preceding such Payment 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 based on the
         principal balances of the Class A-2a Notes and the Class A-2b Notes;

(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 based on the
         principal balances of the Class A-3a Notes and the Class A-3b Notes;

(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 based on the
         principal balances of the Class B-1 Notes and the Class B-2 Notes;

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

(vii)    seventh, to the Certificate Principal Distribution Account, in
         reduction of the Certificate Balance of the Class D Certificates, until
         the Certificate Balance of the Class D Certificates has been reduced to
         zero; and

(viii)   eighth, to the Seller, any funds remaining on deposit in the Principal
         Distribution Account.

Section 8.3 General Provisions Regarding Accounts. (a) So long as no Default or
Event of Default shall have occurred and be continuing, all or a portion of the
funds in the Collection Account and the Payahead Account shall be invested by
the Qualified Institution or Qualified Trust Institution maintaining such
account (which initially is the Indenture Trustee) at the direction of the
Servicer in Permitted Investments as provided in Section 4.2 of the Sale and
Servicing Agreement. All income or other gain (net of losses and investment
expenses) from investments of monies deposited in the Collection Account, the
Payahead Account and the Reserve Account shall be withdrawn by the Indenture
Trustee from such accounts (but only under the circumstances set forth in
Sections 4.6(b) and 4.1(e)(ii) in the Sale and Servicing Agreement in the case
of the Reserve Account) and distributed as provided in Section 4.1 of the Sale
and Servicing Agreement. The Servicer shall not direct the Qualified Institution
or Qualified Trust Institution maintaining the Collection Account or Payahead
Account to make any investment of any funds or to sell any investment held in
any of the Trust Accounts unless the security interest Granted and perfected in
such account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction by the Servicer to make any such investment or
sale, if requested by the Indenture Trustee, (acting at the direction of not
less than 50% of the Controlling Note Class), the Seller or the Servicer, as
applicable, will deliver an Opinion of Counsel to the Indenture Trustee, to such
effect.

(b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts or in
the Payahead Account resulting from any loss on any Permitted Investment
included therein, except for losses attributable to the Indenture Trustee's
failure to make payments on such Permitted Investments issued by the Indenture
Trustee, in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms. In addition, the Indenture Trustee shall have no
duty to monitor the activities of any Qualified Institution or Qualified Trust
Institution (unless such Qualified Institution or Qualified Trust Institution is
also the Indenture Trustee) and shall not in any way be held liable for the
actions or inactions of any Qualified Institution or Qualified Trust Institution
(unless such Qualified Institution or Qualified Trust Institution is also the
Indenture Trustee).

(c) If the Indenture Trustee is the Qualified Institution or Qualified Trust
Institution maintaining the Collection Account or the Payahead Account and (i)
the Servicer shall have failed to give investment directions for any funds on
deposit in the Collection Account or the Payahead Account to the Indenture
Trustee by 11:00 a.m. New York Time (or such other time as may be agreed by the
Issuer and the Indenture Trustee) on the Business Day preceding each Payment
Date, (ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a
Default or Event of Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable pursuant
to Section 5.2 or (iii) the Notes shall have been declared due and payable
following an Event of Default amounts collected or receivable from the Indenture
Trust Estate are being applied in accordance with Section 5.4 as if there had
not been such a declaration, then in each case the Indenture Trustee shall, to
the fullest extent practicable, invest and reinvest funds in the Collection
Account and the Payahead Account, as the case may be, in one or more Permitted
Investments described in clause (b) of the definition thereof.

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

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding
and all sums due the Indenture Trustee pursuant to Section 6.7 have been paid in
full and all amounts (including Swap Termination Payments) owing under the
Interest Rate Swap Agreements have been paid in full, release any remaining
portion of the Indenture Trust Estate that secured the Issuer's obligations
under the Notes and the Interest Rate Swap Agreements 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 8.4(b) only
upon receipt of an Issuer Request accompanied by confirmation that all amounts
owing by the Issuer under the Interest Rate Swap Agreements have been paid, and
an Officer's Certificate and an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1.

(c) Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, and each Swap Counterparty, by
its acceptance of the terms of this Indenture and the applicable Interest Rate
Swap Agreement, acknowledges that from time to time the Indenture Trustee shall
release the lien of this Indenture on any Receivable to be sold to (i) the
Seller in accordance with Section 2.3 of the Sale and Servicing Agreement and
(ii) to the Servicer in accordance with Section 3.7 of the Sale and Servicing
Agreement.

Section 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least
seven (7) days notice when requested by the Issuer to take any action pursuant
to Section 8.4(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require, except in connection with any action
contemplated by Section 8.4(c), 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 Indenture Trust Estate. Counsel rendering any such opinion may
rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

(v)      to cure any ambiguity, to correct or supplement any provision herein or
         in any supplemental indenture that may be inconsistent with any other
         provision herein or in any supplemental indenture or to make any other
         provisions with respect to matters or questions arising under this
         Indenture or under any supplemental indenture which shall not be
         inconsistent with the provisions of the Indenture; provided that such
         action shall not materially adversely affect the interests of the
         Noteholders or adversely affect the rights or obligations of the Swap
         Counterparties under the Interest Rate Swap Agreements or modify or
         impair the ability of the Issuer to fully perform any of its
         obligations under the Interest Rate Swap Agreements;

(vi)     to evidence 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 affect 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 Noteholders 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 (other than the modifications set forth in Section 9.2) the rights of the
Noteholders under this Indenture; provided, however, that (i) such action shall
not adversely affect in any material respect the interests of any Noteholder,
(ii) (x) such action shall not adversely affect the rights or obligations of the
Swap Counterparties under the Interest Rate Swap Agreements or modify the
obligations of or impair the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements or (y) the Swap
Counterparties shall have consented thereto (and a Swap Counterparty's consent
will be deemed to have been given if such Swap Counterparty does not object in
writing within ten Business Days of receipt of a written request for such
consent); (iii) such action shall not cause the Issuer to be characterized for
federal or any then Applicable Tax State income tax purposes as an association
taxable as a corporation or otherwise have any material adverse impact on the
federal or any then Applicable Tax State income taxation of any Notes
Outstanding or outstanding Certificates or any Noteholder or Certificateholder;
provided, that with respect to clauses (i), (ii)(x) and (iii) an Opinion of
Counsel is provided in each instance, and (iv) Rating Agency Confirmation shall
have been provided with respect to such action.

Section 9.2 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 the consent of a majority of the Note Balance
of the Controlling Note Class, 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 modifying
in any manner the rights of the Noteholders under this Indenture; provided,
however, that (i) Rating Agency Confirmation shall have been obtained with
respect to such action and (ii) such action shall not, as evidenced by an
Opinion of Counsel, cause the Issuer to be characterized for federal or any then
Applicable Tax State income tax purposes as an association taxable as a
corporation or otherwise have any material adverse impact on the federal or any
then Applicable Tax State income taxation of any Notes Outstanding or
outstanding Certificates or any Noteholder or Certificateholder, (iii) (x) such
action shall not, as evidenced by an Opinion of Counsel, adversely affect the
rights or obligations of the Swap Counterparties under the Interest Rate Swap
Agreements or modify the obligations of, or impair the ability of the Issuer to
fully perform any of its obligations under the Interest Rate Swap Agreements or
(y) each Swap Counterparty shall have consented thereto (and a Swap
Counterparty's consent will be deemed to have been given if such Swap
Counterparty does not object in writing within ten Business Days of receipt of a
written request for such consent); and provided, further, that no such
supplemental indenture shall, without the consent of each Outstanding Note
affected thereby:

                           (i) modify or alter provisions of this Section 9.2;

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

                           (iii) reduce the percentage of the principal amount
                  of the Notes Outstanding or the Controlling Note Class, the
                  consent of the Noteholders of which is required for any such
                  supplemental indenture, or the consent of the Noteholders of
                  which is required for any waiver of compliance with certain
                  provisions of this Indenture or certain Defaults or Events of
                  Default hereunder and their consequences provided for in this
                  Indenture;

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

                           (v) reduce the percentage of the principal amount of
                  the Notes Outstanding or of the Controlling Note Class
                  required to direct or consent to a sale or liquidation by the
                  Indenture Trustee of the Indenture Trust Estate pursuant to
                  Section 5.4 if the proceeds of such sale or liquidation would
                  be insufficient to pay the principal amount and accrued but
                  unpaid interest on the Notes and/or the Certificates, as
                  applicable;

                           (vi) modify any provision of this Indenture
                  specifying a percentage of the aggregate Note Balance of the
                  Notes necessary to amend this Indenture or the other Basic
                  Documents except to increase any percentage specified herein
                  or to provide that certain additional provisions of this
                  Indenture or the other Basic Documents cannot be modified or
                  waived without the consent of the Noteholder of each
                  Outstanding Note affected thereby;

                           (vii) 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 Noteholders to the benefit of any provisions for
                  the mandatory redemption of the Notes contained herein; or

                           (viii) 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 Indenture Trust Estate or, except as
                  otherwise permitted or contemplated herein, terminate the lien
                  of this Indenture on any such collateral at any time subject
                  hereto or deprive any Noteholder of the security provided by
                  the lien of this Indenture.

The Indenture Trustee may in its discretion or upon receipt of an Opinion of
Counsel determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Noteholders 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 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the
Indenture Trustee shall mail to the Swap Counterparties a copy of such
supplemental indenture and to the Noteholders 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 9.3 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 6.1
and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture and that all conditions precedent to the execution and delivery
of such supplemental indenture have been satisfied. The Indenture Trustee may,
but shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and 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, the Noteholders and the Swap Counterparties
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

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

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

                                   ARTICLE X

                               REDEMPTION OF NOTES

Section 10.1 Redemption. The Class A Notes, the Class B Notes and the Class C
Notes are subject to redemption in whole, but not in part, at the direction of
the Servicer pursuant to Section 9.1 of the Sale and Servicing Agreement, on any
Payment Date on which the Servicer exercises its option to purchase the assets
of the Issuer pursuant to such Section 9.1, and the amount paid by the Servicer
shall be treated as collections of Receivables and applied to pay the Note
Prepayment Amount and the Certificate Prepayment Amount. If the Class A Notes,
the Class B Notes and the Class C Notes are to be redeemed pursuant to this
Section 10.1, the Servicer or the Issuer shall furnish notice of such election
to the Indenture Trustee and the Rating Agencies not later than forty (40) days
prior to the Redemption Date (and the Indenture Trustee shall promptly furnish
notice to the Noteholders) and the Issuer shall deposit by 10:00 a.m. (New York
City time) on the Redemption Date with the Indenture Trustee in the Collection
Account the Note Prepayment Amount of the Class A Notes, the Class B Notes and
the Class C Notes to be redeemed, whereupon all such Class A Notes, Class B
Notes and Class C Notes shall be due and payable on the Redemption Date.

Section 10.2 Form of Redemption Notice. (a) Notice of redemption under Section
10.1 shall be given by the Indenture Trustee by first-class mail, postage
prepaid, or by facsimile mailed or transmitted promptly following receipt of
notice from the Issuer or Servicer pursuant to Section 10.1(a), but not later
than thirty (30) days prior to the applicable Redemption Date, to each
Noteholder as of the close of business on the Record Date preceding the
applicable Redemption Date, at such Noteholder's address or facsimile number
appearing in the Note Register.

                  All notices of redemption shall state:

(i)      the Redemption Date;

(ii)     the Note Prepayment Amount;

(iii)    the place where such Notes are to be surrendered for payment of the
         Note Prepayment Amount (which shall be the office or agency of the
         Issuer to be maintained as provided in Section 3.2); and

(iv)     that on the Redemption Date, the Note Prepayment Amount will become due
         and payable upon each such Note and that interest thereon shall cease
         to accrue for and after said 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 Noteholder shall not impair or affect the validity of
the redemption of any other Note.

SECTION 1.1 Notes Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption as required by Section 10.2 (in the case of
redemption pursuant to Section 10.1), on the Redemption Date become due and
payable at the Note Prepayment Amount and (unless the Issuer shall default in
the payment of the Note Prepayment Amount) no interest shall accrue on the Note
Prepayment Amount for any period after the date to which accrued interest is
calculated for purposes of calculating the Note Prepayment Amount.

                                   ARTICLE XI

                                  MISCELLANEOUS

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

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

                  (A) 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;

                  (B) 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;

                  (C) 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

                  (D) 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 11.1(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer's Certificate certifying
or stating the opinion of each person signing such certificate as to the fair
value (within ninety (90) days of such deposit) to the Issuer of the Collateral
or other property or securities to be so deposited.

(ii) Whenever  the Issuer is  required  to furnish to the  Indenture  Trustee an
     Officer's  Certificate  certifying  or  stating  the  opinion of any signer
     thereof as to the matters  described in clause (i) above,  the Issuer shall
     also deliver to the Indenture Trustee an Independent  Certificate as to the
     same  matters,  if the fair value to the Issuer of the  securities to be so
     deposited  and of all  other  such  securities  made the  basis of any such
     withdrawal or release 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 ten percent (10%) or more of the
     principal amount of the Notes Outstanding,  but such a certificate need not
     be furnished with respect to any securities so deposited, if the fair value
     thereof to the Issuer as set forth in the related Officer's  Certificate is
     less than $25,000 or less than one percent (1%) of the principal  amount of
     the Notes Outstanding.

(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 ninety
         (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) Whenever  the Issuer is  required  to furnish to the  Indenture  Trustee an
     Officer's  Certificate  certifying  or  stating  the  opinion of any signer
     thereof as to the matters described in clause (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 ten percent
     (10%) or more of the principal  amount of the Notes  Outstanding,  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  (1%) of the
     principal amount of the Notes Outstanding.

(v)      Notwithstanding Section 2.10 or any other provisions of this Section
         11.1, the Issuer may, without compliance with the requirements of the
         other provisions of this Section 11.1, (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 and the Payahead Account as and to
         the extent permitted or required by the Basic Documents.

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

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

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

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

Section 11.3 Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders 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
herein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Noteholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

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

(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 Noteholder of any Notes shall bind the Noteholder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

Section 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.
Any request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders or other documents provided or permitted by this Indenture shall be
in writing and if such request, 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, the Servicer, the
         Administrator or 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: Ford Credit Auto
     Owner  Trust  2003-B,  in  care of  Wachovia  Bank  of  Delaware,  National
     Association,  One Rodney Square,  920 King Street,  Suite 102,  Wilmington,
     Delaware 19801, Attention: Corporate Trust Administration, Amy Martin, with
     a copy to the  Administrator  at Ford Motor  Company,  World  Headquarters,
     Office of the General Counsel, One American Road, Suite 1034-A1,  Dearborn,
     Michigan  48126,  attention  of  the  Secretary,  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, telecopied or mailed by certified mail, return receipt
requested, to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York,
New York 10007, (ii) in case of Standard & Poor's, at the following address:
Standard & Poor's Ratings Services, 55 Water Street, 40th Floor, New York, New
York 10041, Attention: Asset Backed Surveillance Department, (iii) in the case
of Fitch, at the following address: Fitch, Inc., 1 State Street Plaza, New York,
New York 10004, Attention: Asset Backed Surveillance, (iv) in the case of the
initial Swap Counterparties, to Bank One, NA as of the Closing Date, at the
following address: 1 Bank One Plaza - Suite 1L1-0047, Chicago, IL 60670, Attn:
Capital Markets Credit or Credit Trading Products and to Morgan Stanley Capital
Services Inc. as of the Closing Date, at the following address: 750 Seventh
Avenue, 11th Floor, New York, NY 10019, Attention: Jean Barnum.

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

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

(c) In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event 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.

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

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

Section 11.7 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required or deemed
to be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required or deemed 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 11.8 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 11.9 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 11.10 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 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, and the Noteholders, the Swap Counterparties and any
other party secured hereunder, and any other Person with an ownership interest
in any part of the Indenture Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture; provided, that no Swap Counterparty
shall have any right to institute any Proceeding, judicial or otherwise, with
respect to enforcement of remedies under Article V of this Indenture upon the
occurrence of an Event of Default.

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

Section 11.13 Governing Law. This Indenture shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions. Section 11.14 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 11.15 Recording of Indenture. If this Indenture is subject to recording
in any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which may be
counsel to the 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 11.16 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 their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in their individual capacities, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in
their individual capacities, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacities), and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity. For
all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VI, VII and VIII of the
Trust Agreement.

Section 11.17 Subordination of Claims against Seller. (a) The obligations of the
Issuer under this Indenture are solely the obligations of the Issuer and shall
not represent any obligation or interest in any assets of the Seller other than
the Trust Property conveyed to the Issuer pursuant to Article II of the Sale and
Servicing Agreement. In furtherance of and not in derogation of the foregoing,
the Indenture Trustee, by entering into this agreement, and each Noteholder and
Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial
interest in a Note, acknowledge and agree that they shall have no right, title
or interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Indenture Trustee, Noteholder or Note Owner either (i) asserts an
interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have
any such interest, claim to, or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code
or any successor provision having similar effect under the Bankruptcy Code),
then such Indenture Trustee, Noteholder or Note Owner further acknowledges and
agrees that any such interest, claim or benefit in or from Other Assets is and
shall be expressly subordinated to the indefeasible payment in full, which,
under the terms of the relevant documents relating to the securitization or
conveyance of such Other Assets, are entitled to be paid from, entitled to the
benefits of, or otherwise secured by such Other Assets (whether or not any such
entitlement or security interest is legally perfected or otherwise entitled to a
priority of distributions or application under applicable law, including
insolvency laws, and whether or not asserted against the Seller), including the
payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and
each Noteholder and each Note Owner further acknowledges and agrees that no
adequate remedy at law exists for a breach of this Section 11.17 and the terms
of this Section 11.17 may be enforced by an action for specific performance.

(b) The provision of this Section 11.17 shall be for the third party benefit of
those entitled to rely thereon and shall survive the termination of this
Indenture.

Section 11.18 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder or Note Owner, by accepting a Note or, in the
case of a Note Owner, a beneficial interest in a Note, hereby covenant and agree
that they will not at any time institute against the Seller or the Issuer, or
join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Basic Documents.

Section 11.19 Inspection. The Issuer agrees that, with 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. The Indenture Trustee shall
and shall cause its representatives to hold in confidence all such information
except to the extent disclosure may be required by law (and all reasonable
applications for confidential treatment are unavailing) and except to the extent
that the Indenture Trustee may reasonably determine that such disclosure is
consistent with its obligations hereunder.



<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, all as of the day and year first above written.


                                    FORD CREDIT AUTO OWNER TRUST 2003-B

                                         By: WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B




                                   By:_________________________________
                                   Name:
                                   Title:


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



                                   By:________________________________
                                   Name: John Bobko
                                   Title: Assistant Vice President


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

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

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO
THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 3(a)(3) THEREOF.


REGISTERED                                                         $475,000,000

No. R-1                                                   CUSIP NO. 34527R JS 3


                       FORD CREDIT AUTO OWNER TRUST 2003-B

                      CLASS A-1 1.23875% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 SEVENTY FIVE MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate amount,
if any, payable to Noteholders of Class A-1 Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-1 Notes
pursuant to Section 3.1 of the Indenture dated as of March 1, 2003 (as from time
to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the November 2003 Payment Date (the "Class A-1 Final
Scheduled Payment Date"). Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown 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 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the previous Payment Date on which interest has been
paid (or, in the case of the initial Payment Date, from the Closing Date) to but
excluding such Payment Date. Interest will be computed on the basis of actual
days elapsed and a 360-day year. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

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


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B



                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 1.23875% Asset Backed Notes (the "Class A-1
Notes"), which, together with the Issuer's Class A-2a 1.40% Asset Backed Notes
(the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3a 1.89% Asset Backed Notes (the "Class A-3a Notes"), Class
A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with
the Class A-3a Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes
(the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset
Backed Notes (the "Class B-1 Notes"), the Class B-2 Floating Rate Asset Backed
Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class
B Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class A-1 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class A-1 Notes are subordinated to the rights of the Swap
Counterparties to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreements. Interest on and principal of the
Notes will be payable in accordance with the priority of payments set forth in
Section 8.2 of 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
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, 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, the entire unpaid principal amount
of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Class A Notes have declared the Notes to be immediately due and payable
in the manner provided in Section 5.2 of the Indenture. All principal payments
on the Class A-1 Notes shall be made pro rata to the Noteholders entitled
thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

                  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, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 (a) such Noteholder or Note
Owner will not at any time institute against the Seller or the Issuer, or join
in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.



<PAGE>





                                                                   EXHIBIT A-2a

                            FORM OF CLASS A-2a NOTE

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

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.


REGISTERED                                                         $500,000,000

No. R-1                                                   CUSIP NO. 34527R JT 1


                       FORD CREDIT AUTO OWNER TRUST 2003-B

                       CLASS A-2a 1.40% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 FIVE HUNDRED MILLION DOLLARS payable
on each Payment Date in an amount equal to the aggregate amount, if any, payable
to Noteholders of Class A-2a Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class A-2a Notes pursuant to
Section 3.1 of the Indenture dated as of March 1, 2003 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Issuer and The Bank of New York, a New York corporation, as
Indenture Trustee (in such capacity the "Indenture Trustee"); provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the June 2005 Payment Date (the "Class A-2a Final Scheduled Payment Date") or
the Redemption Date, if any, pursuant to 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown 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 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. 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.


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B




                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2a Notes designated above and referred to in the
within-mentioned Indenture.

Date:    March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>




                                      A-2a

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2a 1.40% Asset Backed Notes (the "Class A-2a
Notes"), which, together with the Issuer's Class A-1 1.23875% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class
A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2 Notes"),
Class A-3a 1.89% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b
Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with the
Class A-3a Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes
(the "Class A-4 Notes"and, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset
Backed Notes (the "Class B-1 Notes"), the Class B-2 Floating Rate Asset Backed
Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class
B Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class A-2a Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class A-2a Notes are subordinated to the rights of the Swap
Counterparties to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreements. Interest on and principal of the
Notes will be payable in accordance with the priority of payments set forth in
Section 8.2 of the Indenture.

                  Principal of the Class A-2a Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the Class A-2a Final Scheduled
Payment Date or the Redemption Date, if any pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Class A Notes have declared the Notes to be immediately due and payable
in the manner provided in Section 5.2 of the Indenture. All principal payments
on the Class A-2a Notes shall be made pro rata to the Noteholders entitled
thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.




<PAGE>






                                                                   EXHIBIT A-2b

                            FORM OF CLASS A-2b NOTE

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

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.


REGISTERED                                                         $500,000,000

No. R-1                                                   CUSIP NO. 34527R JU 8



                       FORD CREDIT AUTO OWNER TRUST 2003-B

                   CLASS A-2b FLOATING RATE ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 FIVE HUNDRED MILLION DOLLARS payable
on each Payment Date in an amount equal to the aggregate amount, if any, payable
to Noteholders of Class A-2b Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class A-2b Notes pursuant to
Section 3.1 of the Indenture dated as of March 1, 2003 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Issuer and The Bank of New York, as Indenture Trustee (in such
capacity the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
June 2005 Payment Date (the "Class A-2b Final Scheduled Payment Date") or the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note on each Payment
Date at a per annum rate equal to the London interbank offered rate ("LIBOR")
for one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus 0.04%
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 (provided, however, that interest shall accrue from the Closing Date to the
initial Payment Date, and shall be payable on the initial Payment Date, at a per
annum rate equal to [ ]% on the original principal amount outstanding on the
Closing Date), subject to certain limitations contained in Section 3.1 of the
Indenture, until the principal of this Note is paid or made available for
payment. Interest on this Note will accrue for each Payment Date from and
including the preceding Payment Date (or, in the case of the initial Payment
Date, from and including the Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of actual days elapsed and a 360-day
year. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse side 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.


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B




                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2b Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>




                                      A-2b


                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes") which, together with the Issuer's Class A-1 1.23875% Asset
Backed Notes (the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the
"Class A-2a Notes" and, together with the Class A-2b Notes, the "Class A-2
Notes"), Class A-3a 1.89% Asset Backed Notes (the "Class A-3a Notes"), Class
A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with
the Class A-3a Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes
(the "Class A-4 Notes"and, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset
Backed Notes (the "Class B-1 Notes"), the Class B-2 Floating Rate Asset Backed
Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class
B Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class A-2b Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class A-2b Notes are subordinated to the rights of the Swap
Counterparties to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreements. Interest on and principal of the
Notes will be payable in accordance with the priority of payments set forth in
Section 8.2 of the Indenture.

                  Principal of the Class A-2b Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class A-2b
Final Scheduled Payment Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-2b Notes shall be made pro rata to the Noteholders
entitled thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.


<PAGE>





                                                                    EXHIBIT A-3a

                            FORM OF CLASS A-3a NOTE

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

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.


REGISTERED                                                         $317,000,000

No. R-1                                                   CUSIP NO. 34527R JV 6



                       FORD CREDIT AUTO OWNER TRUST 2003-B

                       CLASS A-3a 1.89% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 SEVENTEEN MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate amount,
if any, payable to Noteholders of Class A-3a Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-3a Notes
pursuant to Section 3.1 of the Indenture dated as of March 1, 2003 (as from time
to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the January 2007 Payment Date (the "Class A-3a
Final Scheduled Payment Date") or the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown 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 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. 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.


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B



                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3a Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>




                                      A-3a

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3a 1.89% Asset Backed Notes (the "Class A-3a
Notes"), which, together with the Issuer's Class A-1 1.23875% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the "Class A-2a
Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes"
and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3b
Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with the
Class A-3a Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes
(the "Class A-4 Notes"and together with the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset Backed
Notes (the "Class B-1 Notes"), the Class B-2 Floating Rate Asset Backed Notes
(the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class B
Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and, together
with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders. The Notes
are subject to all terms of the Indenture.

                  The Class A-3a Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class A-3a Notes are subordinated to the rights of the Swap
Counterparties to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreements. Interest on and principal of the
Notes will be payable in accordance with the priority of payments set forth in
Section 8.2 of the Indenture.

                  Principal of the Class A-3a Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class A-3a
Final Scheduled Payment Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-3a Notes shall be made pro rata to the Noteholders
entitled thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.



<PAGE>






                                                                    EXHIBIT A-3b

                            FORM OF CLASS A-3b NOTE

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

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.


REGISTERED                                                         $553,000,000

No. R-1                                                   CUSIP NO. 34527R JW 4



                       FORD CREDIT AUTO OWNER TRUST 2003-B

                   CLASS A-3b FLOATING RATE ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 FIVE HUNDRED FIFTY THREE MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate amount,
if any, payable to Noteholders of Class A-3b Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-3b Notes
pursuant to Section 3.1 of the Indenture dated as of March 1, 2003 (as from time
to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, as Indenture Trustee
(in such capacity the "Indenture Trustee"); provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the earlier of
the January 2007 Payment Date (the "Class A-3b Final Scheduled Payment Date") or
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Capitalized terms used but not defined herein are defined in Article I of the
Indenture, which also contains rules as to construction that shall be applicable
herein.

                  The Issuer shall pay interest on this Note on each Payment
Date at a per annum rate equal to the London interbank offered rate ("LIBOR")
for one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus 0.05%
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 (provided, however, that interest shall accrue from the Closing Date to the
initial Payment Date, and shall be payable on the initial Payment Date, at a per
annum rate equal to [ ]% on the original principal amount outstanding on the
Closing Date), subject to certain limitations contained in Section 3.1 of the
Indenture, until the principal of this Note is paid or made available for
payment. Interest on this Note will accrue for each Payment Date from and
including the preceding Payment Date (or, in the case of the initial Payment
Date, from and including the Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of actual days elapsed and a 360-day
year. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse side 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.


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B



                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3b Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>




                                     A-3a

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes") which, together with the Issuer's Class A-1 1.23875% Asset
Backed Notes (the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the
"Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class
A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2 Notes"),
Class A-3a 1.89% Asset Backed Notes (the "Class A-3a Notes and, together with
the Class A-3b Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes
(the "Class A-4 Notes"and, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset
Backed Notes (the "Class B-1 Notes"), the Class B-2 Floating Rate Asset Backed
Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class
B Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class A-3b Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class A-3b Notes are subordinated to the rights of the Swap
Counterparties to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreements. Interest on and principal of the
Notes will be payable in accordance with the priority of payments set forth in
Section 8.2 of the Indenture.

                  Principal of the Class A-3b Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class A-3b
Final Scheduled Payment Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-3b Notes shall be made pro rata to the Noteholders
entitled thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<PAGE>





                                      A-4

                                   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
         whatever. 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.

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE 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.


REGISTERED                                                         $227,250,000
No. R-1                                                   CUSIP NO. 34527R JX 2



                       FORD CREDIT AUTO OWNER TRUST 2003-B

                       CLASS A-4 2.41% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 TWENTY SEVEN MILLION TWO
HUNDRED FIFTY THOUSAND DOLLARS payable on each Payment Date in an amount equal
to the aggregate amount, if any, payable to Noteholders of Class A-4 Notes on
such Payment Date from the Principal Distribution Account in respect of
principal on the Class A-4 Notes pursuant to Section 3.1 of the Indenture dated
as of March 1, 2003 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and The Bank of New
York, a New York corporation, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the August 2007 Payment
Date (the "Class A-4 Final Scheduled Payment Date") or the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown 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 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. 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.


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B



                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-4 Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>





                                      A-4

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 2.41% Asset Backed Notes (the "Class A-4
Notes", which, together with the Issuer's Class A-1 1.23875% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the "Class A-2a
Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes"
and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a
1.89% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b Floating Rate
Asset Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a
Notes, the "Class A-3 Notes") are, the "Class A Notes"), Class B-1 2.85% Asset
Backed Notes (the "Class B-1 Notes"), the Class B-2 Floating Rate Asset Backed
Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class
B Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class A-4 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class A-4 Notes are subordinated to the rights of the Swap
Counterparties to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreements. Interest on and principal of the
Notes will be payable in accordance with the priority of payments set forth in
Section 8.2 of the Indenture.

                  Principal of the Class A-4 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class A-4
Final Scheduled Payment Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro rata to the Noteholders
entitled thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

                  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, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.


<PAGE>



                                                                     EXHIBIT B-1

                             FORM OF CLASS B-1 NOTE


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

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.


REGISTERED                                                          $40,612,000

No. R-1                                                   CUSIP NO. 34527R JZ 7

                       FORD CREDIT AUTO OWNER TRUST 2003-B

                       CLASS B-1 2.85% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 FORTY MILLION SIX HUNDRED TWELVE
THOUSAND DOLLARS payable on each Payment Date in an amount equal to the
aggregate amount, if any, payable to Noteholders of Class B-1 Notes on such
Payment Date from the Principal Distribution Account in respect of principal on
the Class B-1 Notes pursuant to Section 3.1 of the Indenture dated as of March
1, 2003 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and The Bank of New York, a New
York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the October 2007 Payment Date
(the "Class B-1 Final Scheduled Payment Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown 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 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. 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.

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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B




                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B-1 Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>





                                       B-1

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class B-1 2.85% Asset Backed Notes (the "Class B-1
Notes"), which, together with the Issuer's Class A-1 1.23875% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the "Class A-2a
Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes"
and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a
1.89% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b Floating Rate
Asset Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a
Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), the Class B-2 Floating Rate Asset Backed
Notes (the "Class B-2 Notes" and, together with the Class B-1 Notes, the "Class
B Notes") and Class C 4.18% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class B-1 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class B-1 Notes are subordinated in right of payment to the Class
A Notes and to amounts payable to the Swap Counterparties (other than Swap
Termination Payments due and payable to the Class B Swap Counterparty) pursuant
to the Interest Rate Swap Agreements as and to the extent provided in the
Indenture.

                  Principal of the Class B-1 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class B-1
Final Scheduled Payment Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class B-1 Notes shall be made pro rata to the
Noteholders entitled thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

                  The Issuer has entered into the Indenture and this Note is
issued with the intention that, for federal, State and local income, and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Indenture Trust Estate. Each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a Note),
will be deemed to agree to treat the Notes for federal, State and local income,
single business and franchise tax purposes as indebtedness of the Issuer;
provided, that the Issuer and each Noteholder agree that in the event the Class
B-1 Notes were recharacterized as an equity interest in the Issuer, the
allocation provisions of the Trust Agreement would apply.

                  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 requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.




<PAGE>






                                                                     EXHIBIT B-2

                             FORM OF CLASS B-2 NOTE

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

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.


REGISTERED                                                          $40,613,000
No. R-1                                                   CUSIP NO. 34527R KA 0



                       FORD CREDIT AUTO OWNER TRUST 2003-B

                   CLASS B-2 FLOATING RATE ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 FORTY MILLION SIX HUNDRED THIRTEEN
THOUSAND DOLLARS payable on each Payment Date in an amount equal to the
aggregate amount, if any, payable to Noteholders of Class B-2 Notes on such
Payment Date from the Principal Distribution Account in respect of principal on
the Class B-2 Notes pursuant to Section 3.1 of the Indenture dated as of March
1, 2003 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and The Bank of New York, a New
York corporation as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the October 2007 Payment Date
(the "Class B-2 Final Scheduled Payment Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note on each Payment
Date at a per annum rate equal to the London interbank offered rate ("LIBOR")
for one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus 0.43%
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 (provided, however, that interest shall accrue from the Closing Date to the
initial Payment Date, and shall be payable on the initial Payment Date, at a per
annum rate equal to [ ]% on the original principal amount outstanding on the
Closing Date), subject to certain limitations contained in Section 3.1 of the
Indenture, until the principal of this Note is paid or made available for
payment. Interest on this Note will accrue for each Payment Date from and
including the preceding Payment Date (or, in the case of the initial Payment
Date, from and including the Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of actual days elapsed and a 360-day
year. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse side 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.


<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 referred to
on the reverse hereof, or be valid or obligatory for any purpose.


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B




                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B-2 Notes designated above and referred to in the
within-mentioned Indenture.

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>





                                        B-2

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class B-2 Floating Rate Asset Backed Notes (the "Class
B-2 Notes") which, together with the Issuer's Class A-1 1.23875% Asset Backed
Notes (the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the "Class
A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b
Notes" and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class
A-3a 1.89% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b Floating Rate
Asset Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a
Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset Backed Notes (the
"Class B-1 Notes", and, together with the Class B-2 Notes, the "Class B Notes")
and Class C 4.18% Asset Backed Notes (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"), are 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 Noteholders. The Notes
are subject to all terms of the Indenture.

                  The Class B-2 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. The Class B-2 Notes are subordinated to the rights of the Class B
Swap Counterparty to receive payments (other than Swap Termination Payments due
and payable to the Class B Swap Counterparty) pursuant to the Interest Rate Swap
Agreements. Interest on and principal of the Notes will be payable in accordance
with the priority of payments set forth in Section 8.2 of the Indenture.

                  Principal of the Class B-2 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class B-2
Final Scheduled Payment Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class B-2 Notes shall be made pro rata to the Noteholders
entitled thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.




<PAGE>






                                                                       EXHIBIT C

                              FORM OF CLASS C NOTE


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

THE PRINCIPAL OF THIS NOTE IS PAYABLE 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.


REGISTERED                                                          $54,165,000
No. R-1                                                   CUSIP NO. 34527R KB 8

                       FORD CREDIT AUTO OWNER TRUST 2003-B

                        CLASS C 4.18% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2003-B, 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 FIFTY FOUR MILLION ONE HUNDRED SIXTY
FIVE THOUSAND DOLLARS payable on each Payment Date in an amount equal to the
aggregate amount, if any, payable to Noteholders of Class C Notes on such
Payment Date from the Principal Distribution Account in respect of principal on
the Class C Notes pursuant to Section 3.1 of the Indenture dated as of March 1,
2003 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and The Bank of New York, a New
York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the January 2008 Payment Date
(the "Class C Final Scheduled Payment Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown 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 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. 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.

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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<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: March 20, 2003

                                  FORD CREDIT AUTO OWNER TRUST 2003-B

                                  By:    WACHOVIA BANK OF DELAWARE,
                                         NATIONAL ASSOCIATION
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford Credit
                                         Auto Owner Trust 2003-B



                                  By:
                                         Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 20, 2003

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


                                 By:
                                         Authorized Officer


<PAGE>





                                       C-8

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class C 4.18% Asset Backed Notes (the "Class C
Notes"), which, together with the Issuer's Class A-1 1.23875% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2a 1.40% Asset Backed Notes (the "Class A-2a
Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes"
and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a
1.89% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b Floating Rate
Asset Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a
Notes, the "Class A-3 Notes"), Class A-4 2.41% Asset Backed Notes (the "Class
A-4 Notes"and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B-1 2.85% Asset Backed Notes (the
"Class B-1 Notes") and the Class B-2 Floating Rate Asset Backed Notes (the
"Class B-2 Notes" and, together with the Class B-1 Notes, the "Class B Notes"
and, together with the Class A Notes and the Class C Notes, the "Notes"), are
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 Noteholders.
The Notes are subject to all terms of the Indenture.

                  The Class C Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture. The
Class C Notes are subordinated in right of payment to the Class A Notes, the
Class B Notes and to amounts payable to the Swap Counterparties pursuant to the
Interest Rate Swap Agreements as and to the extent provided in the Indenture.

                  Principal of the Class C Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in April 2003.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Class C Final
Scheduled Payment Date or the Redemption Date, if any, pursuant to Section 10.1
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Note Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class C Notes shall be made pro rata to the Noteholders entitled
thereto.

                  Payments of interest on this Note 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 to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, 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 payments will be made 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 Noteholders 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 Noteholder 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.

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

                  As provided in the Indenture, the Class A Notes, the Class B
Notes and the Class C Notes may be redeemed, in whole but not in part, in the
manner and to the extent described in the Indenture and the Sale and Servicing
Agreement.

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
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 Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in 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.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each 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, each 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 for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  The obligations of the Issuer under the Indenture are solely
the obligations of the Issuer and shall not represent any obligation or interest
in any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

                  THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

                  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 Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

                  The Issuer has entered into the Indenture and this Note is
issued with the intention that, for federal, State and local income, and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Indenture Trust Estate. Each Noteholder, by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a Note),
will be deemed to agree to treat the Notes for federal, State and local income,
single business and franchise tax purposes as indebtedness of the Issuer;
provided, that the Issuer and each Noteholder agree that in the event the Class
C Notes were recharacterized as an equity interest in the Issuer, the allocation
provisions of the Trust Agreement would apply.

                  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 requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the Interest Rate Swap Agreements or modifies the
obligations of, or impairs the ability of the Issuer to fully perform any of its
obligations under the Interest Rate Swap Agreements. The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Noteholders or the Swap
Counterparties provided certain conditions are satisfied. In addition, the
Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, 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
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders 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 term "Issuer", as used in this Note, includes any
successor to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

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

                  This Note and the Indenture shall be governed by, and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law provisions.

                  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 The Bank of New York, in its
individual capacity, Wachovia Bank of Delaware, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, 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 or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Noteholder of this Note, by his
acceptance hereof, agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the
Noteholder 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.


<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
         whatever. 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.



<PAGE>







                                                                       EXHIBIT D


                       FORM OF NOTE DEPOSITORY AGREEMENT



<PAGE>



                                   SCHEDULE A

                            Schedule of Receivables

                Provided to the Indenture Trustee at the Closing


<PAGE>




                                   APPENDIX A

                             Definitions and Usage